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This Investment Advisory and Management Service Agreement sets forth the general terms and conditions under <br /> which Advised Assets Group, LLC(hereinafter referred to as"Adviser")will provide services to the undersigned Plan <br /> Sponsor with respect to the employee benefit plan(s) sponsored by Plan Sponsor, as identified in the Schedule A <br /> (the"Plan"or"Plans"). <br /> WHEREAS, Plan Sponsor is engaging Adviser pursuant to this Agreement to provide investment advisory and analytic <br /> services to certain participants in employee benefit plans and other compensation programs and arrangements for which <br /> Great-West Life&Annuity Insurance Company, Great-West Financial Retirement Plan Services, LLC, Great-West Life <br /> &Annuity Insurance Company of New York, or FASCore, LLC(individually or collectively"Great-West"or"Empower'), <br /> provides recordkeeping, administrative and other services for Plan Sponsor as set forth in the service agreement <br /> between the Plan Sponsor and Great-West("Service Agreement"); and <br /> WHEREAS, Plan Sponsor maintains the Plan, as defined in Section 1 below and on behalf of itself, as Plan Sponsor, <br /> and on behalf of the Plan Administrator of the Plan, has the authority to appoint agents and service providers for the <br /> Plan; and <br /> WHEREAS, the Plan Sponsor has agreed to retain Adviser to provide Services, as defined in Section 2 below, with <br /> respect to the Plan as more fully described in this Agreement and Adviser agrees to perform such Services, subject to <br /> the terms and conditions of this Agreement;and <br /> WHEREAS, the Plan Sponsor understands that Adviser has selected Morningstar Investment Management, LLC <br /> ("Subadviser")to serve as an independent financial expert pursuant to Department of Labor Advisory Opinion 2001-09A <br /> (and any modifications or amendments thereto), to perform investment services including Advisory services and <br /> discretionary managed account services,as further described in Schedule B; <br /> NOW, THEREFORE, in consideration of these covenants, mutual representations and agreements contained herein, <br /> Adviser and Plan Sponsor agree as follows: <br /> 1. Definitions <br /> "Agreement" means this Investment Advisory and Management Service Agreement, including any Schedules <br /> ("Schedules")that are attached hereto as of the effective date or mutually agreed to in writing by the parties. <br /> "Advisers Act"shall mean the Investment Advisers Act of 1940,as amended. <br /> "Code"shall mean the Internal Revenue Code of 1986,as amended. <br /> "ERISA"shall mean the Employee Retirement Income Security Act of 1974,as amended. <br /> "Managed Account Participant"shall mean Participants participating in the Managed Account Service, or its successor <br /> service. <br /> "Managed Account Service" shall mean Adviser's discretionary investment advisory service, as further defined in <br /> Schedule B. <br /> "Online Advice Participant" shall mean Participants using the Online Advice Service by accepting Adviser's online <br /> investment service agreement or terms of use. <br /> "Online Advice Service" shall mean Adviser's non-discretionary investment advisory service, Online Advice, or its <br /> successor,as further defined in Schedule B. <br /> v.02.01.20 2 <br />