Financial Joint Services Addendum

FINANCIAL JOINT SERVICES ADDENDUM

This Financial Joint Services Addendum (the Addendum) is entered into as of , (Effective Date) by and between:

PARTIES

RECITALS

WHEREAS, Party A and Party B have entered into one or more underlying agreements or relationship(s) pursuant to which the parties may jointly provide or coordinate financial services (collectively, the Underlying Agreement); and

WHEREAS, the parties desire to document their respective obligations, revenue and expense allocation, billing and compliance responsibilities with respect to such joint services as set forth herein;

1. SCOPE OF JOINT SERVICES

The parties shall jointly provide the services described in Attachment A: Fee Schedule and Services Description. The initial description of services to be provided under this Addendum is set forth below and may be supplemented by written attachment:

2. ROLES AND RESPONSIBILITIES

Each party shall perform the responsibilities allocated to it in a commercially reasonable manner and in accordance with applicable law and professional standards. Primary responsibilities are allocated as follows:

3. FEE ALLOCATION, BILLING AND PAYMENT

Fees charged to clients for joint services shall be allocated between the parties as set forth below and in Attachment A. Each party shall be responsible for invoicing, collection, and remittance as specified.

Allocation of fees between the parties: Party A: — Party B:

Wire transfer    ACH    Check    Credit card

4. EXPENSES AND REIMBURSEMENT

Out-of-pocket expenses incurred in connection with joint services shall be reimbursed by the client or shared between the parties as follows. Reimbursable expenses require prior written approval where reasonably practicable.

5. CONFIDENTIALITY AND DATA PROTECTION

Each party shall maintain in confidence all non-public information received from the other party or from joint clients and shall use such information solely to perform obligations under this Addendum. Each party shall implement commercially reasonable technical and organizational safeguards to protect personal data and client financial information.

6. REGULATORY COMPLIANCE

Each party shall comply with all applicable laws, rules and regulations in connection with the performance of joint services, including but not limited to licensing, anti-money laundering, sanctions screening, and client suitability obligations. Each party shall promptly notify the other if it becomes aware of any regulatory inquiry or enforcement action materially affecting the joint services.

7. RECORDS, AUDIT AND REPORTING

Each party shall maintain complete and accurate records relating to the joint services for a period of not less than years. Either party may, on reasonable notice and during normal business hours, audit relevant records upon written request. Audit requests shall not be more frequent than once per calendar year except for cause.

8. WARRANTIES, INDEMNITY AND LIMITATION OF LIABILITY

Each party represents and warrants that it has the authority to enter into this Addendum and to perform its obligations hereunder. Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligence, willful misconduct, or breach of this Addendum. Except for indemnification obligations or willful misconduct, neither party shall be liable to the other for indirect, special, incidental or consequential damages.

9. TERM, TERMINATION AND SUSPENSION

This Addendum shall commence on the Effective Date and shall continue until terminated in accordance with this section. Either party may terminate this Addendum for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured after thirty (30) days' written notice specifying the breach.

10. NOTICES

All notices under this Addendum shall be in writing and delivered to the addresses set forth below (or such other address as a party designates by written notice).

11. AMENDMENT, ASSIGNMENT AND MISCELLANEOUS

This Addendum may be amended only by a written instrument signed by authorized representatives of both parties. Neither party may assign its rights or obligations under this Addendum without the other party's prior written consent, except that a party may assign to an affiliate or to a successor by merger or sale of substantially all of its assets. If any provision of this Addendum is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Addendum constitutes the entire agreement between the parties with respect to its subject matter and supersedes prior oral or written understandings specific to joint services.

12. ATTACHMENTS

Attachment A (Fee Schedule and Services Description) and any other written attachments identified herein are incorporated by reference and form an integral part of this Addendum.

13. CERTIFICATION

Each party certifies that the individual signing this Addendum on its behalf is duly authorized to execute and deliver this Addendum and to bind that party to the terms and conditions herein.

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