Investment Advisory Agreement

Version 1.0 | Effective upon Client acceptance

PARTIES

INVESTMENT ADVISOR:

Auranser Inc. ("Advisor")

3160 Hwy 21, STE 103-873, Fort Mill, SC 29715

Registered Investment Adviser (SEC# 801-136163; CRD# 340833)

CLIENT:

[Client Name] ("Client" or "You")

[Client Address]

RECITALS

Advisor is an SEC-registered investment adviser (SEC# 801-136163; CRD# 340833) providing advisory services through the Auranser digital advisory platform (the "Advisory Platform"). Client desires to engage Advisor for investment advisory services. In consideration of the mutual covenants herein, the parties agree as follows:

ARTICLE 1: APPOINTMENT AND SCOPE OF SERVICES

1.1 Appointment

Client hereby appoints Advisor as Client's investment advisor with respect to Client's Advisory Account (the "Account") maintained with the Custodian. Advisor accepts such appointment and agrees to provide investment advisory services as described in this Agreement.

1.2 Scope of Advisory Services

Advisor will provide the following investment advisory services:

(a) Investment Recommendations. Advisor will provide investment recommendations tailored to Client's investment objectives, risk tolerance, time horizon, and financial situation, as communicated by Client through the Advisory Platform.

(b) Portfolio Management. With Client's authorization, Advisor will manage Client's portfolio on a discretionary or non-discretionary basis (as specified in Section 2), including:

• Security selection;
• Portfolio rebalancing;
• Trade execution;
• Dividend reinvestment.

(c) Financial Education. Advisor will provide financial education content and tools through the Advisory Platform, including:

• Investment fundamentals;
• Asset allocation concepts;
• Risk management principles;
• Goal-based planning tools.

(d) Account Monitoring. Advisor's Algorithm performs automated, periodic monitoring of Client's portfolio, typically at least monthly or when market conditions warrant, with respect to:

• Significant market movements affecting Client's holdings;
• Rebalancing opportunities;
• Other material events.

Advisor does not provide individualized, human account monitoring or review as a separate service; the automated monitoring described above informs the reports and rebalancing made available through the Advisory Platform, and account statements are provided by the Custodian at least quarterly.

(e) Reporting. Advisor will provide periodic reports on portfolio performance, holdings, and transactions through the Advisory Platform.

1.3 Limitations on Services

(a) No Tax, Legal, or Accounting Advice. Advisor does not provide tax, legal, or accounting advice. Client should consult qualified professionals for such matters.

(b) No Insurance Products. Advisor does not sell or recommend insurance products (unless separately registered and disclosed).

(c) No Retirement Plan Administration. Advisor does not provide retirement plan administration services.

(d) Platform-Based Services. Advisory services are provided primarily through the Auranser Advisory Platform's automated algorithm, with human intervention limited to the algorithm override function described in §3A.4. The scope of human support, and the availability of investment advisory personnel for consultation, are described in §3A.2.

(e) Investment Advisory Personnel. For purposes of this Agreement, "investment advisory personnel" means officers, employees, or agents of Advisor who are involved in the design, oversight, or management of the Algorithm and Client investment portfolios, including any individual registered as an investment adviser representative of Advisor.

1.3A Regulatory Disclosures and Cross-References

(a) ADV Disclosures. Advisor delivers Form CRS, the Wrap Fee Program Brochure (Form ADV Part 2A, Appendix 1, delivered in lieu of the standard Part 2A brochure), and, if applicable, the Part 2B brochure supplement to Client before acceptance of this Agreement. These documents are also available at www.adviserinfo.sec.gov (CRD# 340833). Advisor provides updates annually and upon material changes. Client should read Form CRS before accepting this Agreement.

(b) Master User Agreement. This Agreement supplements the MUA. On securities and advisory matters, this Agreement controls, except that arbitration of all disputes, including securities and investment-advisory disputes, is governed by MUA §13, which this Agreement incorporates by reference (see Article 13). For general platform matters and privacy, the MUA controls. See MUA §13.11 for the primacy hierarchy.

(c) Privacy Policy. Advisor's handling of Client's personal information is governed by the Consumer Privacy and Data Protection Policy, including the GLBA financial privacy notice (Privacy Policy §11).

ARTICLE 2: INVESTMENT AUTHORITY

2.1 Discretionary Authority

(a) Grant of Discretion. Subject to Client's opt-in under § 2.1(b), Client may grant Advisor discretionary authority to manage Client's Account, including the authority to:

• Buy, sell, or hold securities;
• Determine timing and pricing of transactions;
• Select brokers for execution;
• Rebalance the portfolio.

(b) Management Approach. Advisor currently manages all Accounts on a non-discretionary basis. Under non-discretionary management, Advisor provides recommendations, and Client approves each transaction before execution. If Advisor offers discretionary management in the future, Client may opt in through the Advisory Platform, in which case Advisor may execute transactions without Client's prior approval of each transaction under the grant of discretion in § 2.1(a). An opt-in to discretionary management is effected by Client's affirmative acknowledgment in the Advisory Platform, which Advisor records and retains as a book and record under applicable SEC recordkeeping rules.

(c) Modification. If more than one management approach is offered under § 2.1(b), Client may change the management approach at any time through the opt-in mechanics described in § 2.1(b).

2.2 Limitations on Discretion

Even with discretionary authority, Advisor may NOT, without Client's specific authorization:

(a) Withdraw funds or securities from Client's Account (except for payment of Advisor's fees as authorized);

(b) Transfer securities to another account not owned by Client;

(c) Execute transactions that violate Client's stated investment restrictions;

(d) Borrow money or margin on Client's behalf;

(e) Pledge Client's securities as collateral.

2.3 Investment Guidelines

(a) Investment Objectives. Client has communicated investment objectives through the Advisory Platform's onboarding questionnaire. Advisor will manage Client's portfolio consistent with those objectives.

(b) Risk Tolerance. Advisor will select investments appropriate for Client's stated risk tolerance level.

(c) Investment Restrictions. Client may impose reasonable investment restrictions by notifying Advisor in writing. Advisor will make reasonable efforts to comply with such restrictions but is not responsible for restrictions that materially impair portfolio management.

(d) Changes. Client agrees to promptly notify Advisor of any material changes to Client's financial situation, investment objectives, or risk tolerance.

ARTICLE 3: INVESTMENT STRATEGY

3.1 Investment Approach

(a) Philosophy. Advisor employs a market- and sector-level, ETF-focused investment approach. Advisor builds diversified, low-cost portfolios using exchange-traded funds as the primary building blocks, with individual securities used only where appropriate as described in § 3.1(c), and seeks to manage risk through diversification across asset classes and the use of fixed-income and hedging allocations, consistent with Client's investment profile and long-term objectives. Additional detail on Advisor's investment strategy and its risks is set forth in the Wrap Fee Program Brochure.

(b) Asset Allocation. Advisor determines appropriate asset allocation based on Client's investment profile, including:

• Equity allocation (domestic and international);
• Fixed income allocation;
• Cash/cash equivalents.

(c) Security Selection. Advisor primarily recommends:

• Exchange-traded funds (ETFs) from established providers;
• Individual securities from the S&P 500 Index (if appropriate for Client);
• Other securities meeting investment merit criteria determined by Advisor.

3.2 Model Portfolios

(a) Use of Models. Advisor may manage Client's Account using model portfolios designed for different risk profiles (e.g., Conservative, Moderate, Growth, Aggressive).

(b) Model Selection. Advisor will recommend a model portfolio based on Client's investment profile. Client may request a different model, subject to best interest review.

(c) Model Modifications. Advisor may modify model portfolios from time to time based on market conditions, research, or investment strategy changes. Client will be notified of material modifications.

3.3 Rebalancing

(a) Periodic Rebalancing. Subject to Client's management approach under § 2.1(b), Advisor periodically rebalances Client's portfolio to maintain target asset allocation; under non-discretionary management, rebalancing transactions are presented for Client approval before execution. Rebalancing may be triggered by:

• Calendar-based reviews (e.g., quarterly);
• Threshold-based drift (e.g., 5% deviation from target);
• Client deposits or withdrawals;
• Market events.

(b) Tax Considerations. The Algorithm may employ tax-aware strategies such as tax-loss harvesting where appropriate; these strategies are not guaranteed to reduce your tax liability. Tax-aware techniques may include tax-lot selection (highest cost basis first) and deferring gains where feasible.

ARTICLE 3A: ALGORITHMIC ADVISORY SERVICES DISCLOSURE

3A.1 Use of Algorithms

Advisor provides advisory services primarily through automated algorithms ("Algorithm") that generate recommendations, execute portfolio decisions (if Client has granted discretionary authority), and monitor Client's portfolio. The Algorithm relies on historical data and predefined parameters; it may not respond optimally to unprecedented market events or account for all factors affecting Client's financial situation. Technical failures could result in delayed or erroneous transactions. Advisor develops, tests, and periodically reviews the Algorithm's assumptions and methodology.

3A.2 Human Support

Auranser does not provide dedicated human financial planners. Investment advisory personnel knowledgeable about Client's Account are reasonably available for consultation through Auranser support and the human-review process in §8.5. Client support staff (who are not investment advisors) are available for account inquiries, technical issues, and requests to modify investment objectives. The Algorithm provides investment management services only; it does not provide comprehensive financial planning, estate planning, or insurance analysis.

3A.3 Algorithm Modifications

Advisor may modify the Algorithm at any time. Advisor will notify Client of material changes that could significantly affect Client's portfolio composition, risk profile, or expected returns through the Advisory Platform within a reasonable time after implementation. Client's prior approval is not required for Algorithm modifications, except that changes to Client's individual investment objectives or risk profile require Client's input.

3A.4 Algorithm Override

(a) Override Authority. Advisor reserves the right and, where fiduciary duty requires, will override algorithmic recommendations or suspend automated trading when market conditions, regulatory requirements, technical errors, or Client-specific circumstances warrant intervention, or when output is manifestly contrary to Client's best interest. Under the duty of care (§7.1(b)), Advisor may not passively rely on algorithmic output when circumstances reasonably indicate intervention is necessary.

"Investment advisory personnel" is defined in §1.3(e).

(b) Override Disclosure. If Advisor overrides the Algorithm in a manner that materially affects Client's portfolio, Advisor will notify Client through the Advisory Platform promptly. The notification will describe: (i) the nature of the override, (ii) the reason, (iii) the effect on Client's portfolio, and (iv) any action Client may take in response.

(c) Override Audit Trail. All overrides are logged with the authorizing person, timestamp, rationale, and portfolio impact, and are reviewed under Advisor's compliance program.

3A.5 Suitability and Best Interest

Advisor collects information about Client's financial situation, investment objectives, risk tolerance, time horizon, liquidity needs, and investment experience through an onboarding questionnaire. Advisor relies on the accuracy of Client's responses and will periodically prompt Client to review and update them. If responses appear internally inconsistent, the Advisory Platform will alert Client and may request clarification.

3A.6 Wrap Fee Program

Client's advisory fee covers investment advisory services, portfolio management, rebalancing, and trade execution through the Custodian's commission-free trading platform. Client's account therefore operates as a wrap fee program. In a wrap fee program, Client may pay more or less than if services were purchased separately. The Wrap Fee Program Brochure is available at www.adviserinfo.sec.gov (CRD# 340833).

3A.7 Investment Company Act Considerations

(a) Individually Managed Accounts. Advisor manages Client's Account as an individual advisory account, not as a pooled investment vehicle. The program is designed to satisfy the conditions of the SEC's safe harbor for individually managed advisory accounts under the Investment Company Act of 1940:

• Each Client Account is managed individually based on Client's specific investment objectives and restrictions;
• Client has the ability to impose reasonable restrictions on the management of the Account;
• Client receives individual account statements from the Custodian;
• Advisor contacts each Client at least annually to determine whether there have been changes in Client's financial situation or investment objectives;
• Client retains indicia of ownership of the securities in the Account, including the right to withdraw securities or cash, to vote the securities (or delegate voting), to receive transaction confirmations and the issuer's communications, and to proceed directly as a security holder against the issuer of any security without joining other clients;
• Advisor reminds Client at least quarterly (through the Advisory Platform or other written communication) to notify Advisor of any change in Client's financial situation or investment objectives; and
• Investment advisory personnel who are knowledgeable about the Account and its management are reasonably available to Client for consultation regarding the Account.

(b) No Pooling. Client's assets are not pooled with the assets of other clients. Each Client's Account holds individual securities.

3A.8 Model Portfolio Assignment

Model portfolio assignment (§3.2) is based on Client's stated risk tolerance, investment time horizon, financial situation, and investment objectives as communicated through the onboarding questionnaire (§3A.5). No demographic characteristics are used as direct inputs to model portfolio assignment. Advisor reviews the Algorithm for unintended bias as part of its compliance program.

ARTICLE 4: BROKERAGE AND CUSTODY

4.1 Custodian

(a) Designated Custodian. Client's securities are held by Alpaca Securities LLC ("Custodian"), a registered broker-dealer and FINRA/SIPC member.

(b) Custody Agreement. Client's relationship with Custodian is governed by a separate customer agreement with Custodian. Advisor is not a party to that agreement.

(c) Custody and Fee Deduction. Your funds and securities are held by the Custodian in an account in your name. Advisor does not have custody of Client assets. Advisor's only access to the Account is (i) authority to deduct advisory fees under §5.1 and (ii) authority to direct transfers Client has separately authorized via a standing letter of authorization under §4.1(d). The Custodian sends account statements directly to you at least quarterly; you are urged to compare fee deductions on your Custodian statements against the fee rate and calculation method disclosed in the fee schedule and the Wrap Fee Program Brochure (§5.1(e)).

(d) Standing Letters of Authorization. A standing letter of authorization ("SLOA") permits Client to instruct the Custodian to transfer funds to another account in Client's own name. Client signs, names the recipient account, and may change or cancel the instruction at any time. Advisor cannot choose or change the recipient or direct transfers to third parties.

4.2 Execution

(a) Execution Through Custodian. Advisor directs trades for execution through Custodian.

(b) Best Execution. Advisor has a duty to seek best execution for Client's transactions. Factors considered include:

• Price;
• Speed of execution;
• Likelihood of execution;
• Overall cost;
• Quality of services.

(c) Commission-Free Trading. Custodian currently offers commission-free trading for U.S.-listed equities and ETFs. If this changes, Advisor will notify Client.

(d) Aggregation. Advisor may aggregate Client's orders with orders for other clients when beneficial. Aggregated orders will be allocated fairly among participating clients.

4.3 Account Statements

(a) Custodian Statements. Client will receive periodic account statements directly from Custodian showing positions, transactions, and balances.

(b) Advisor Reports. Advisor will provide performance reports and portfolio summaries through the Advisory Platform. These reports supplement but do not replace Custodian statements.

(c) Discrepancies. Client should compare Advisor reports to Custodian statements and promptly report any discrepancies.

ARTICLE 5: FEES AND COMPENSATION

5.1 Advisory Fee

(a) Fee Structure. The current advisory fee is 0.10% of assets under management per year, billed monthly in arrears, as disclosed in the Wrap Fee Program Brochure. The fee is a wrap fee covering investment advisory services, portfolio management, rebalancing, and trade execution through the Custodian. Fee changes, if any, require advance notice and are subject to the change process described in this Agreement.

(b) Fee Calculation. The advisory fee accrues daily based on the end-of-day market value of Client's Account.

(c) Billing Frequency. Advisory fees are billed monthly in arrears.

(d) Fee Deduction and Preauthorized Transfer Disclosure.

Client authorizes Advisor to deduct advisory fees directly from Client's Account.

Fee Deduction Details:

• Frequency: Advisory fees are deducted from your Account in arrears following the close of each billing period, after the final fee amount for the period has been determined, as described in the fee schedule and the Wrap Fee Program Brochure.
• Amount: The fee amount varies based on the daily end-of-day market value of your Account accrued over the billing period. The fee rate is disclosed in §5.1(a) above.

Liquidation to Cover Fees: If your account does not have sufficient cash to cover the advisory fee, Advisor may liquidate securities after providing advance notice specifying the approximate amount and securities proposed for sale. You may deposit cash or direct which securities to liquidate during the notice period. Liquidation may result in taxable gains or losses.

(e) Fee Disclosure. Each fee deduction will appear as a separate line item on your Custodian account statement. The applicable fee rate and calculation method are disclosed in the fee schedule and the Wrap Fee Program Brochure.

5.1A Platform Subscription

(a) Subscription Requirement. An active Auranser platform subscription is required to open an investment account and to place new trades in the ordinary course of an active advisory relationship. The platform subscription is separate from and in addition to the advisory fee described in §5.1. The fee for the platform subscription is the Platform Access Fee (referred to by that name in this Agreement and in the Master User Agreement, and referred to as the "Advisory Platform Access Fee" in the Wrap Fee Program Brochure; it is the same fee in each). Trading after cancellation of the platform subscription is governed by §5.1A(b)(i)–(ii). Advisory Accounts are individual taxable brokerage accounts held at the Custodian; Advisor does not offer retirement (IRA) or other tax-advantaged accounts at this time. If such accounts become available, any applicable rollover best-interest disclosures will be provided at that time.

(b) Subscription Cancellation. If Client cancels the platform subscription:

(i) Advisory services continue without interruption through the end of the current paid subscription period.

(ii) Notwithstanding §5.1A(a), through the end of that period Client may place trades to liquidate or wind down positions and may initiate transfers (ACAT), without an active subscription. Client retains full trading authority for those purposes during this period, and Advisor will not impose trading restrictions that prevent Client from liquidating or transferring positions.

(iii) Existing positions remain with the Custodian. Client continues to receive custodial statements.

(iv) At the end of the current paid subscription period, if Client has not liquidated all positions or completed a transfer (ACAT), this Investment Advisory Agreement terminates automatically at the end of that period in accordance with Article 11, with the effects of termination stated in §11.3. Full advisory services resume only upon resubscription and re-execution or reinstatement of this Agreement.

(v) No advisory fee accrues after advisory services cease. The advisory fee described in §5.1 is prorated through the date advisory services cease (the end of the current paid subscription period, or the earlier date on which Client liquidates or transfers all positions) and no advisory fee accrues or is charged thereafter. Upon automatic termination under subsection (iv), Client's assets remain custodied at the Custodian subject to the Custodian's customer agreement, and Client may transfer (ACAT) the assets to another broker at any time; Advisor no longer manages, monitors, or has discretionary or advisory authority over the account. If the Custodian supports it, the account may instead convert to a self-directed account held directly by Client at the Custodian, subject to the Custodian's own customer agreement.

(vi) Notices. Advisor will provide Client timely written notice at each key stage of the cancellation process described in this §5.1A(b).

(c) Subscription Payment. The platform subscription fee is never deducted from Client's investment account. If Client's payment method fails and remains unpaid for more than 14 days, the wind-down provisions of §5.1A(b) apply on a going-forward basis: Client retains the liquidation and transfer (ACAT) rights described in §5.1A(b)(ii), continues to receive custodial statements as described in §5.1A(b)(iii), and receives the notices described in §5.1A(b)(vi). For purposes of this §5.1A(c), the wind-down period runs for thirty (30) days from the date the subscription first becomes more than 14 days past due, at the end of which this Agreement terminates automatically in accordance with §5.1A(b)(iv) and §11.3, unless Client has already liquidated or transferred all positions. Advisory fees are prorated through the date advisory services cease as described in §5.1A(b)(v). Unpaid amounts are pursued through Client's payment method, standard collections, or termination under Article 11, never as a deduction from the Account.

(d) Combined-Cost Illustration. A combined-cost illustration showing the advisory fee and the Platform Access Fee at various account sizes is available on the Fee Schedule page at auranser.com/fees. Because the Platform Access Fee is a fixed dollar amount, total program cost as a percentage of assets is higher for smaller account balances. You may use non-advisory platform features without enrolling in the advisory program.

(e) Platform Access Fee Changes. Changes to the Platform Access Fee for a Client with an active Advisory Account are subject to the change process described in Master User Agreement §6.4, including advance notice and the right to terminate without penalty.

5.2 Other Fees

(a) Fund Expenses. ETFs and other investment vehicles have internal expenses (expense ratios) that are separate from and in addition to Advisor's advisory fee. These are disclosed in each fund's prospectus.

(b) Transaction Costs. If any transaction costs apply (e.g., if Custodian modifies commission-free trading), such costs are separate from the advisory fee.

(c) No Performance Fees. Advisor does not charge performance-based fees.

5.3 Fee Changes

(a) Increases. Any increase to the advisory fee is a material amendment and takes effect only in accordance with the affirmative-consent process in §15.2(b)-(d): Advisor will provide a redlined description of the change and at least 30 days for review, and the increase does not take effect unless Client affirmatively consents through the Advisory Platform or in writing. If Client does not consent, Client may terminate this Agreement without penalty under §11.2, and the existing advisory fee continues to apply until termination. If Client does not affirmatively accept or decline a fee change within sixty (60) days of notice, the existing fee remains in effect, and Advisor may terminate advisory services upon thirty (30) days' additional written notice under Section 11.2(b). See also Master User Agreement §6.4.

(b) Decreases. Notwithstanding §15.2(b), a decrease to the advisory fee may take effect on at least thirty (30) days' advance written notice, without affirmative consent, applied to future billing periods only. A fee decrease under this §5.3(b) is a Client-favorable change and is not a material amendment requiring affirmative written consent under §15.2(b)(i).

(c) Prospective only. Fee changes apply to future billing periods only and never retroactively.

ARTICLE 6: CLIENT RESPONSIBILITIES

6.1 Information Accuracy

Client agrees to:

(a) Provide accurate and complete information regarding Client's financial situation, investment objectives, and risk tolerance;

(b) Promptly notify Advisor of any material changes to such information;

(c) Review account statements and reports and promptly notify Advisor of any errors or discrepancies.

6.2 Communication

Client agrees to:

(a) Maintain current contact information (email, phone, address) in the Platform;

(b) Respond to reasonable requests from Advisor for information or documentation;

(c) Review Advisor communications, including regulatory disclosures.

ARTICLE 7: FIDUCIARY DUTY AND STANDARD OF CARE

7.1 Fiduciary Duty

Advisor is a fiduciary to Client and owes Client a duty of:

(a) Loyalty: Advisor will act in Client's best interest and will not place its own interests ahead of Client's;

(b) Care: Advisor will exercise reasonable care, skill, and diligence in providing advisory services.

7.2 Best Interest Standard

(a) When providing investment advice, Advisor will act in Client's best interest, taking into account Client's investment objectives, risk tolerance, and financial circumstances.

(b) Advisor will seek to recommend investments that are in Client's best interest and consistent with Client's investment profile.

7.2A Regulation Best Interest Integration

(a) The fiduciary standard set forth in this Article 7 applies to all investment advice provided under this Agreement, regardless of whether the advice could also be characterized as a recommendation subject to SEC Regulation Best Interest.

(b) If Advisor or an affiliate operates as a registered broker-dealer or introduces transactions through a broker-dealer (including the Custodian), the standard of care for any recommendation that is also subject to Regulation Best Interest shall be the higher fiduciary standard of this Agreement, not the Regulation Best Interest standard alone.

(c) Nothing in this Agreement shall be construed to reduce Advisor's fiduciary duty to the standard applicable to broker-dealer recommendations under Regulation Best Interest, which differs from the fiduciary standard applicable to investment advisers.

7.3 Disclosure of Conflicts

(a) Advisor will disclose material conflicts of interest to Client.

(b) Advisor's Wrap Fee Program Brochure (Form ADV Part 2A, Appendix 1) (the "Brochure") contains additional information about conflicts of interest.

7.4 No Guarantee of Performance

(a) Advisor does not guarantee investment performance or that Client's investment objectives will be achieved.

(b) Investments involve risk, including possible loss of principal.

(c) Past performance is not indicative of future results.

ARTICLE 8: RISK DISCLOSURES

8.1 General Investment Risks

Client acknowledges understanding the following risks:

(a) Market Risk: The value of securities may decline due to market conditions, economic factors, or other events.

(b) Equity Risk: Stock prices fluctuate and may decline significantly.

(c) Interest Rate Risk: Fixed income securities are subject to interest rate fluctuations.

(d) Inflation Risk: Investment returns may not keep pace with inflation.

(e) Concentration Risk: Portfolios concentrated in particular sectors or securities carry additional risk.

(f) Liquidity Risk: Some securities may be difficult to sell at desired prices.

(g) Foreign Investment Risk: International investments carry additional risks including currency and political risks.

8.2 ETF-Specific Risks

(a) Tracking Error: ETF performance may deviate from the underlying index.

(b) Premium/Discount: ETFs may trade at prices above or below net asset value.

(c) Closure Risk: ETFs may be closed or liquidated.

8.3 Technology and Platform Risks

The Advisory Platform may experience outages, data feed errors, cybersecurity incidents, or third-party service failures that could delay or prevent trade execution. Software errors in the Algorithm could result in unintended transactions; Advisor will take prompt corrective action upon discovery of material errors and will disclose material errors in periodic account communications.

8.4 Business Continuity

(a) Business Continuity. Advisor takes commercially reasonable steps to maintain continuity of services and minimize disruptions in the event of significant business interruptions, including natural disasters, pandemics, cyberattacks, or other emergencies.

(b) Custodian Access. Because Client's assets are held by the Custodian (not by Advisor), Client's securities remain accessible through the Custodian even if Advisor experiences a business interruption.

(c) Communication During Disruptions. During service disruptions, Advisor will communicate with Client via available channels (email, Platform notifications, or other means) regarding the nature of the disruption and expected resolution timeline.

8.5 State Algorithmic Decision-Making Rights

Several states grant consumers rights regarding automated decision-making in financial services, including the right to opt out of algorithmic profiling and the right to request human review of consequential decisions. You may exercise these rights at any time by (i) electing non-discretionary management under Section 2.1(b), where you approve all transactions before execution, or (ii) requesting human review of a specific decision by contacting compliance@auranser.com. Upon request, Advisor will acknowledge within a reasonable time, assign the matter for human review with authority to change the outcome, and communicate the outcome within a reasonable time. No Colorado AI-specific statute is currently in force; Auranser will monitor Colorado's law as it takes effect and update its compliance program accordingly. State-specific rights and procedures are described in Privacy Policy Section 9.

8.6 Securities Lending

If Auranser introduces a securities lending program in the future, we will provide you with applicable terms and disclosures before any securities in your account are lent.

For a more complete discussion of risks associated with Advisor's investment advisory services, please review the Wrap Fee Program Brochure, available on the SEC's Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov (CRD# 340833).

ARTICLE 9: PROXY VOTING

9.1 Proxy Voting Authority

(a) Client Retains Authority. Advisor does not vote proxies or exercise voting authority on behalf of clients. Client retains full authority and responsibility for voting proxies on all securities held in Client's Account. Client will receive proxy solicitations and other shareholder communications directly from the Custodian.

(b) No Proxy Voting Advice. Advisor does not provide advice, guidance, or recommendations regarding proxy voting. Client is solely responsible for all voting decisions.

(c) Proxy Voting Resources. Educational materials about proxy voting are available through the Advisory Platform. These resources are informational only and do not constitute voting recommendations.

9.2 Proxy Records

As Advisor does not vote proxies on behalf of clients, no proxy voting records are maintained by Advisor. Clients should retain their own records of proxy votes cast.

ARTICLE 10: CONFIDENTIALITY, PRIVACY, AND DATA RETENTION

10.1 Confidentiality

Advisor maintains the confidentiality of Client's personal and financial information, except as required by law or as necessary to provide advisory services.

10.2 Privacy

Advisor's privacy practices, information sharing, GLBA financial privacy notice, and state privacy rights are governed by the Consumer Privacy and Data Protection Policy, incorporated by reference.

10.3 Data Retention

Advisor retains advisory records for the periods required by SEC rules (generally at least 5 years). Post-termination retention, regulatory holds, and interaction with state deletion rights are governed by Privacy Policy Sections 9A and 13.

10.4 Incident Response

Security incidents and breach notification are governed by Privacy Policy §15, including Regulation S-P's 30-day notification requirement. For advisory account holders, Advisor will also notify the Custodian where an incident may affect securities held in Client's account.

ARTICLE 11: TERM AND TERMINATION

11.1 Term

This Agreement is effective upon Client's acceptance and continues until terminated by either party.

11.2 Termination

(a) By Client. Client may terminate this Agreement at any time by notifying Advisor through the Advisory Platform or in writing.

(b) By Advisor. Advisor may terminate this Agreement with thirty (30) days written notice to Client.

(c) Immediate Termination. Either party may terminate immediately for cause, including:

• Material breach of this Agreement;
• Fraud or misrepresentation;
• Violation of law.

11.3 Effect of Termination

(a) Cessation of Services. Upon termination, Advisor will cease providing advisory services.

(b) Account Disposition. Client's assets remain with Custodian. Client may:

• Transfer assets to another advisor;
• Manage the account directly;
• Transfer assets to another custodian.

(c) Final Fees. Advisory fees will be prorated through the termination date.

11.4 Survival

Provisions regarding confidentiality, limitation of liability, and arbitration (as provided in Master User Agreement § 13) survive termination. Advisor's authority to calculate, provide notice of, and deduct the final prorated advisory fee (and to liquidate positions to cover it) under §§2.2(a), 4.1(c), 5.1(d), and 11.3(c) also survives termination, solely for the purpose of collecting advisory fees accrued through the date advisory services cease (except that, after notice of Client's death or incapacity, final-fee collection is governed by §11.5).

11.5 Death or Incapacity

Advisor's authority under this Agreement continues until Advisor receives actual notice of Client's death or legal incapacity. Upon receiving such notice, Advisor will cease managing the Account and will not place further trades except as necessary to comply with law or with a lawful instruction from Client's executor, administrator, guardian, conservator, or other duly authorized legal representative. The advisory fee accrued through the date of death or incapacity remains payable and may be deducted or collected only as and to the extent the Custodian's estate or incapacity procedures permit, or as a claim against Client's estate; Advisor will not exercise unilateral liquidation authority over the Account after receiving notice of Client's death or incapacity. If any advisory fee attributable to a period after the date of death or incapacity was deducted before Advisor received notice, Advisor will refund that post-death or post-incapacity portion to the Account or the estate promptly upon receiving satisfactory proof of authority. For death or incapacity, the accrual endpoint stated in this §11.5 controls over the termination date in §11.3(c). Client's securities remain at the Custodian in an account in Client's name (or the estate's); Advisor will act on the instructions of, and may deliver account information to, Client's authorized legal representative upon satisfactory proof of authority. This Agreement terminates upon Advisor's receipt of notice of Client's death or incapacity, subject to §11.3 and the survival provisions of §11.4.

ARTICLE 12: LIMITATION OF LIABILITY

12.1 Standard

Advisor will not be liable for any loss or damage resulting from:

(a) Following Client's instructions, provided Advisor exercised the care, skill, and diligence required of it under this Agreement (including any duty to warn of a risk reasonably apparent to Advisor) in doing so;

(b) Market fluctuations, or market-driven investment losses not arising from Advisor's breach of this Agreement, breach of fiduciary duty, or failure to exercise reasonable care;

(c) Actions or omissions of third parties (including Custodian), except where Advisor failed to exercise reasonable care in selecting or monitoring such parties.

12.2 Exclusions

Nothing in this Agreement limits Advisor's liability for:

(a) Willful misconduct;

(b) Gross negligence;

(c) Breach of fiduciary duty;

(d) Violation of federal or state securities laws.

12.3 Limitation on Damages

(a) Advisor's aggregate liability for any claim arising out of or relating to this Agreement or the advisory services shall not exceed the total advisory fees paid by Client during the twelve (12) months immediately preceding the event giving rise to the claim.

(b) This limitation does not apply to claims arising from willful misconduct, gross negligence, breach of fiduciary duty (including the duty of care set forth in §7.1(b)), or violation of federal or state securities laws, for which there is no contractual cap on liability.

(c) Investment Advisers Act Anti-Waiver. Nothing in this Agreement shall be construed as a condition, stipulation, or provision that purports to waive compliance with the Investment Advisers Act of 1940 or any SEC rule thereunder. To the extent any provision of this Article 12 would operate to waive or limit Advisor's fiduciary obligations or Client's rights under the Advisers Act, such provision shall be void and unenforceable.

ARTICLE 13: DISPUTE RESOLUTION

Disputes arising under this Agreement, including securities, advisory, and Investment Advisers Act claims, are resolved by binding individual arbitration under Master User Agreement §13, incorporated by reference. You are bound to arbitrate upon executing this Agreement unless you opt out within 30 days of execution (MUA §13.7); this opt-out window is separate from the MUA's window. Advisory-specific protections (Advisers Act anti-waiver, limitation of damages per §12.3, FINRA arbitration preservation, and regulatory complaint rights) are set out in MUA §13.2A. Small-claims and fee provisions are in MUA §§13.2 and 13.4. Advisory Disputes are subject to individual arbitration, except that claims seeking solely public injunctive relief may be brought in court to the extent required by applicable law.

Nothing in this Article 13 or in MUA §13 limits any arbitration agreement between you and the Custodian, or your right to arbitrate claims against a FINRA-member broker-dealer before FINRA.

ARTICLE 14: REGULATORY DISCLOSURES

Advisor's disclosure obligations are set forth in §1.3A. Client acknowledges receipt of Form CRS, the Wrap Fee Program Brochure, and the Part 2B supplement if applicable, and the opportunity to ask questions. Advisor will provide updated disclosures annually or upon material changes.

ARTICLE 15: MISCELLANEOUS

15.1 Entire Agreement

This Agreement, together with the Master User Agreement, the Form ADV, and any other documents incorporated by reference, constitutes the entire agreement between the parties regarding advisory services.

15.2 Amendments

(a) Non-Material Amendments. Advisor may make non-material amendments to this Agreement with thirty (30) days advance notice to Client. Non-material amendments include formatting changes, regulatory disclosure updates that do not alter Client's substantive rights, and corrections of typographical errors.

(b) Material Amendments. Material amendments require Client's affirmative written consent before taking effect. "Material amendments" include changes to: (i) fee structure, rates, or billing practices (Article 5); (ii) investment authority or discretionary scope (Article 2); (iii) the dispute-resolution provision (Article 13 of this Agreement and, by incorporation, Master User Agreement § 13): a change to Master User Agreement § 13, as applied to disputes arising under this Agreement, is a material amendment to this Agreement and takes effect for Client only upon the affirmative consent required by this § 15.2(b), notwithstanding the notice-based change process in Master User Agreement § 13.10; (iv) limitation of liability (Article 12); (v) assignment provisions (§15.5); or (vi) any other change that materially alters Client's rights or obligations under this Agreement.

(c) Notice and Consent Process. For material amendments, Advisor will: (i) provide Client with a clear description of the proposed changes, (ii) allow at least 30 days for Client review, and (iii) obtain Client's affirmative consent through the Advisory Platform or in writing before the amendment takes effect.

(d) Termination Right. If Client does not consent to a proposed material amendment, Client may terminate this Agreement without penalty under Section 11.2.

15.3 Governing Law

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of law principles, except to the extent preempted by federal law. Any dispute not subject to arbitration shall be brought in the state or federal courts located in New Castle County, Delaware; provided that any court proceeding permitted under Article 13 may instead be brought in a court of competent jurisdiction in Client's state of residence, and nothing in this Section deprives Client of the protection of any law of the state of Client's residence that cannot be waived by agreement.

15.4 Severability

If any provision is held invalid, the remaining provisions remain in effect.

15.5 Assignment

Under the Investment Advisers Act, Advisor may not assign this Agreement without Client's consent. "Assignment" includes any direct or indirect transfer or hypothecation of this Agreement, or any transfer of a controlling block of Advisor's outstanding voting securities. In the event of a proposed assignment, Advisor will provide at least 30 days advance written notice describing the proposed assignee, the reason, and any material changes. Unless Client objects or terminates before the assignment takes effect, Client is deemed to consent by continuing advisory services after the notice period. The assignee assumes all of Advisor's obligations. Client may terminate at any time before the assignment takes effect without penalty; upon termination, Client's assets remain with Custodian under §11.3.

15.6 Electronic Communications

Client's E-SIGN consent under MUA §1.3 applies to this Agreement and all disclosures delivered hereunder. You may request paper delivery of any disclosure required by the Investment Advisers Act or SEC rules by contacting compliance@auranser.com; copies will be provided within a reasonable time at no charge.

15.7 Notices

Notices to Advisor should be sent to:

Auranser Inc.

3160 Hwy 21, STE 103-873, Fort Mill, SC 29715

Email: compliance@auranser.com

Notices to Client will be sent to the contact information on file.

SIGNATURE PAGE

Client Acknowledgment and Agreement

By signing below, I acknowledge that:

1. I have received and reviewed Advisor's Wrap Fee Program Brochure (Form ADV Part 2A, Appendix 1), the Part 2B (Brochure Supplement) if applicable, and Form CRS;
2. I have had the opportunity to ask questions about advisory services;
3. I understand and agree to the terms of this Investment Advisory Agreement;
4. I have provided accurate information regarding my financial situation, investment objectives, and risk tolerance;
5. I understand that investing involves risk, including possible loss of principal;
6. I consent to electronic delivery of disclosures and communications; and
7. I understand that, for securities and investment-advisory disputes under this Agreement:
   • they are resolved by binding individual arbitration under Master User Agreement § 13 when I execute this Agreement, unless I opt out within 30 days;
   • my 30-day opt-out window runs from my execution of this Investment Advisory Agreement, separately from the Master User Agreement's window, and an opt-out under the Master User Agreement does not cover these disputes;
   • Advisor's aggregate liability is subject to the limitation in § 12.3, except for claims arising from willful misconduct, gross negligence, breach of fiduciary duty, or violation of securities laws.
   (Initial: ______)

Client Signature: ________________________

Printed Name: ________________________

Date: ________________________

Investment Authority Acknowledgment

I understand my Account will be managed on a non-discretionary basis, under which I approve each transaction before execution. If Advisor offers discretionary management in the future, I may opt in as described in § 2.1(b).

Client Initials: ______

Proxy Voting Acknowledgment

I acknowledge that Advisor does not vote proxies on my behalf and that I retain full authority and responsibility for voting proxies on all securities held in my Account.

Client Initials: ______

Advisor Acceptance

Auranser Inc.

By: ________________________

Name: ________________________

Title: ________________________

Date: ________________________