Financial Management Happy Funds Document

FINANCIAL MANAGEMENT HAPPY FUNDS DOCUMENT

This Financial Management Agreement (the Agreement) is made between Client Name: and Financial Manager Name: . Effective Date: .

RECITALS

WHEREAS, Client engages Manager to perform financial management services relating to the collection, administration, investment and disbursement of funds known as "Happy Funds" in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Manager represents that it has the requisite experience, personnel and systems to manage the Happy Funds in a fiduciary and commercially reasonable manner consistent with Client objectives and applicable law; and

WHEREAS, the parties wish to define their respective rights and obligations with respect to the management, reporting, fees and confidentiality of the Happy Funds.

SCOPE OF WORK

Manager shall perform financial management services for the Happy Funds, including but not limited to: receipt and deposit of funds, maintenance of accounting records, preparation of periodic financial statements, cash management, payment of obligations authorized by Client, coordination of disbursements, investment management consistent with Client policy, and such other services as the parties may agree in writing.

PAYMENT TERMS

Client shall pay Manager fees for services rendered as follows. Total Fee / Base Management Fee:

Invoices are payable within days of receipt. Late payments shall incur a late fee as set forth below.

Reimbursable Expenses: Client shall reimburse Manager for reasonable, preapproved out-of-pocket expenses incurred in performance of the services upon submission of receipts and supporting documentation.

TERM AND TERMINATION

Term: The initial term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as set forth herein.

Either party may terminate this Agreement without cause upon written notice to the other party provided not less than days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public, proprietary or sensitive information disclosed by one party to the other, whether oral, written or electronic, including financial records, investor identities, account data and strategies for management of the Happy Funds.

Obligation: Each party shall hold the other's Confidential Information in strict confidence, shall not use such information except as necessary for performance of this Agreement, and shall not disclose it to any third party except to employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exceptions: The foregoing shall not apply to information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of Confidential Information. A receiving party may disclose Confidential Information to the extent required by law or valid legal process, provided that, where permitted, it gives prompt written notice to the disclosing party to allow for protective measures.

REPORTING AND RECORDS

Manager shall prepare and deliver to Client monthly and annual reports detailing receipts, disbursements, current balances, and investment performance. Manager shall maintain complete and accurate records of all transactions and shall allow Client or its authorized representatives reasonable access to such records during normal business hours upon reasonable prior notice.

REPRESENTATIONS, INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. Manager shall perform services in a professional and commercially reasonable manner. Client shall indemnify, defend and hold Manager harmless from liabilities arising from Client-provided instructions, actions of third parties, or facts materially inaccurate in Client-provided materials. Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflict of laws.

ENTIRE AGREEMENT

This Agreement, together with any written schedules or addenda signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party may designate in writing.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Manager may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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