Common use of Dispute Resolution; Arbitration Clause in Contracts

Dispute Resolution; Arbitration. All disputes, actions or controversies between Sponsor and IRON or its affiliates, including any of IRON’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by IRON under this Agreement, or the construction, performance or breach of this or any other agreement between IRON or an affiliate and Sponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith. If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties. If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Sponsor is aware that: (a) Arbitration is final and binding on the parties. (b) The parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law. (c) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings. (d) The arbitration award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. (e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.

Dispute Resolution; Arbitration. (a) All disputes, actions or controversies between Sponsor Client and IRON The Leaders Group or its affiliates, including any of IRONThe Leaders Group’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by IRON The Leaders Group under this Agreement, or the construction, performance or breach of this or any other agreement between IRON The Leaders Group or an affiliate and SponsorClient, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith. . (b) If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties. . (c) If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Sponsor Client is aware that: (ai) Arbitration is final and binding on the partiesParties. (bii) The parties Parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law. (ciii) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings. (div) The arbitration award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. (ev) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each party.

Dispute Resolution; Arbitration. All disputes, actions or controversies between Sponsor 32.1 Any and IRON or its affiliates, including any of IRON’s present or former officers, directors, agents or employees, which may arise all disputes arising out of or relate to in connection with the execution, interpretation, performance, or nonperformance of this Agreement or any other certificate, agreement, or other instrument between, involving, or affecting the parties (including the validity, scope, and enforceability of this arbitration agreement) shall be solely and finally settled by a single arbitrator in accordance with the Commercial Rules of the Services provided by IRON under American Arbitration Association (the "Rules"); provided, however, that in the event of conflict between the Rules and the terms of this Agreement, or the construction, performance or breach terms of this or any other agreement between IRON or an affiliate Agreement shall govern. The place of arbitration shall be Stamford, Connecticut, and Sponsor, whether entered into prior to, on or subsequent the law applicable to the date hereof, arbitration procedure shall be resolved the Federal Arbitration Act (9 USC P 2). To commence arbitration of any such dispute, the party desiring arbitration shall notify the other party in writing in accordance with the Rules. In the event that the parties fail to agree on the selection of an arbitrator within fifteen (15) days after the delivery of such notice, the arbitrator shall be selected by negotiation the American Arbitration Association upon the request of either party. 32.2 The Parties agree that the award of the parties acting arbitrator shall (1) be the sole and exclusive remedy between them regarding any claims, counterclaims, or issues presented to the arbitrator; (2) be final and subject to no judicial review; and (3) be made and shall promptly be payable in good faithU.S. dollars free of any tax, deduction, or offset. If The Parties further agree that any costs, fees, or taxes incident to enforcing the parties are unable award shall, to resolve the maximum extent permitted by law, be charged against the Party resisting such enforcement. The Parties hereto agree that judgment on the arbitration award may be entered and enforced in any court having jurisdiction over the Parties or their differences through negotiationassets. 33.3 Each Party shall, except as otherwise provided herein, be responsible for its own expenses, including legal fees, incurred in the parties shall engage in non-binding mediation, using the services course of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any timearbitration proceedings. The fees of the mediator arbitrator shall be borne equally by divided evenly between the parties. If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Sponsor is aware that: (a) Arbitration is final and binding on the partiesParties. (b) The parties are waiving their right to seek remedies 33.4 CONSULTANT shall carry on and be paid for the services not in courtdispute and maintain the schedule for services during any arbitration or litigation proceedings, including the right to jury trial, except to the extent such a waiver would violate applicable law. (c) Pre-arbitration discovery is generally more limited than unless otherwise agreed by CONSULTANT or CLIENT in writing. Proprietary and potentially different in form and scope from court proceedings. (d) The arbitration award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. (e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.Confidential Convergent Group/FGM1074F -14- 15 Citizens Utilities Company Convergent Group Corporation Professional Services Agreement --------------------------------------------------------------------------------

Dispute Resolution; Arbitration. All disputesIn the event of any dispute, actions claim or controversies between Sponsor and IRON or its affiliates, including any of IRON’s present or former officers, directors, agents or employees, which may arise controversy arising out of or relate relating to any this Agreement (a “Dispute”), the parties shall first attempt to resolve the Dispute, without formal proceedings, through direct communications between eCollege’s President or other designated representative and Customer’s President or other designated representative. Should a Dispute arise, the parties shall provide notice in the form of a written description of the Services provided by IRON under this Agreementbasis for the dispute and the remedy sought. If, or the construction, performance or breach of this or any other agreement between IRON or an affiliate and Sponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation within thirty (30) days after delivery of the parties acting in good faith. If notice, the parties are unable to resolve their differences through negotiationthe Dispute, then either party may submit the Dispute to binding arbitration to be conducted in Colorado Springs, Colorado, USA before one arbitrator and administered by Judicial Arbiter Group, Inc. (“JAG”). The arbitration shall be conducted pursuant to the American Arbitration Association’s Commercial Arbitration Rules then in effect except to the extent those Rules conflict with any provision of this Section. If, within thirty (30) days after submission of any Dispute to arbitration, the parties cannot mutually agree on one JAG arbitrator, then the parties shall engage arrange for JAG to designate a single arbitrator according to the process set forth in non-binding mediation, using the services American Arbitration Association’s Commercial Arbitration Rules. The Page 8 of 19 – Master Services and License Agreement 090915 [***] Confidential portions of this document have been redacted and filed separately with the Commission. parties agree to permit reasonable discovery proceedings as determined by the arbitrator. The parties agree that the arbitrator shall have no jurisdiction to consider evidence with respect to or render an impartial, neutral mediator selected by mutual agreement award or judgment for punitive damages (or any other amount awarded for the purpose of imposing a penalty). The arbitrator shall award all costs of the partiesarbitration, including arbitrator’s fees, arbitration filing fees, costs of depositions and reasonable attorney fees to the prevailing party; provided, however, that the arbitrator’s award for the costs of the arbitration shall not exceed the actual amount paid by the prevailing party. Mediation All payments required by the decision of the arbitrator shall be made within thirty (30) days after the award of arbitration is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any timerendered. The fees of the mediator parties agree that all facts and other information relating to any arbitration arising under this Agreement shall be borne equally by the parties. If the parties are unable to agree on a single mediator or to resolve the issues through mediation, kept confidential to the fullest extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and arbitrator may be entered into in any court Court having jurisdiction. In agreeing to binding arbitration, Sponsor is aware that: (a) Arbitration is final and binding on the parties. (b) The parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law. (c) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings. (d) The arbitration award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. (e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.

Dispute Resolution; Arbitration. All disputes, actions or controversies between Sponsor and IRON CP or its affiliates, including any of IRON’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by IRON under this Agreement, or the construction, performance or breach of this or any other agreement between IRON or an affiliate and Sponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith. If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties. If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Sponsor is aware that: (a) Arbitration is final and binding on the parties. (b) The parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law. (c) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings. (d) The arbitration award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. (e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Plan Sponsor by accepting and acknowledging this Agreement represents that performance of the Agreement is within the scope of the activities authorized by the Plan and applicable laws and that he or she is duly authorized to negotiate, enter into, and renew this Agreement on behalf of the Plan. Each party represents to the others that the person executing this Agreement on its behalf is duly authorized and empowered to execute this Agreement. IRON Fiduciary, an offering by Creative Planning, LLC and the Plan Sponsor hereby agree with the provisions set forth in this Agreement and the verification set forth above. The Parties have executed this Agreement as of , 20 , the Effective Date. (Date: Month Day) (YY) Signature: Printed Name: Title: Street Address: City: State: Zip: Email: Representative Signature: Printed Name: ▇▇▇▇▇▇ ▇▇▇▇▇, Ph.D., CFA Title: Chief Investment Officer, Fiduciary Services Signature: Printed Name: Title: Company Name: Company Address: Company Phone: Company Fax: Company Email: Is the Company USA-based? c Yes c Other: TIN: DBA: Number of Company Locations: State(s) in which there are Company Locations: Current Designated Investment Alternatives: Current Money Market or Cash Equivalent: Plan Type: Name of Responsible Plan Fiduciary (the person(s) authorized to enter into arrangements for service on behalf of the Plan): Description of Business: (i.e. manufacturing, consulting, etc.): Does the Plan have a preexisting relationship with IRON Financial or an affiliate? c Yes c No If Yes, please describe: Does the Plan own any IRON Financial affiliated products? c Yes c No If Yes, please list: Assets as of: Projected Annual Cash Flow: PLEASE COMPLETE DATA BELOW – PLAN CANNOT BE SET UP WITH OUT THIS DATA Advisor/Broker Name: Phone No.: Email Address: TPA Name: Phone No.: Email Address: Plan Trustee Name: Phone No.: Email Address:

Dispute Resolution; Arbitration. All disputes, actions or controversies between Sponsor and IRON or its affiliates, including any of IRON’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by IRON under this Agreement, or the construction, performance or breach of this or any other agreement between IRON or an affiliate and Sponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith. If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties. If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Sponsor is aware that: (a) Arbitration is final and binding on the parties. (b) The parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law. (c) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings. (d) The arbitration award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. (e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Plan Sponsor by accepting and acknowledging this Agreement represents that performance of the Agreement is within the scope of the activities authorized by the Plan and applicable laws and that he or she is duly authorized to negotiate, enter into, and renew this Agreement on behalf of the Plan. Company Name: Company Address: Plan Type: Name of Responsible Plan Fiduciary (the person(s) authorized to enter into arrangements for service on behalf of the Plan) : Company Phone: Company Fax: Company Email: Is the Company USA-based? □ Yes □ Other: TIN: DBA: Number of Company Locations: State(s) in which there are Company Location(s): Current Designated Investment Alternatives: Description of Business: (i.e. manufacturing, consulting, etc.) Does the Plan have a preexisting relationship with IRON Financial or an affiliate? □ Yes □ No If Yes, please describe: Does the Plan own any IRON Financial affiliated products? □ Yes □ No If Yes, please list: Current Money Market or Cash Equivalent: Assets as of: Projected Annual Cash Flow: Sponsor, in its sole discretion, has identified the following Asset Category for the Plan: Comprehensive Asset Category: Equity Large Cap Growth Large Cap Value Mid-Cap Blend Small Cap Blend Foreign Large Blend Foreign Small/Mid Blend Diversified Emerging Markets Fixed Income Ultra-Short Government Bond Short-Term Corporate Bond Intermediate Government Bond Diversified Bond Foreign/International Bond Inflation-Protected Bond Alternatives High-Yield Bond Real Estate (REITs) Convertibles Asset Allocation Conservative Allocation Moderate Allocation Aggressive Allocation Target Date Series Index Fund S&P 500 Index Total Stock Market Index International Equity Index Total Bond Market Index PNN-1238AO 12/2015 Page 12 of 21 ERISA Fiduciary 3(38) Investment Management Agreement IRON shall provide only the services mutually agreed to by IRON and the Sponsor acting on behalf of the Plan. Fees for those services are set forth in the Fee Schedule at Appendix C. Sponsor seeks to engage IRON as an ERISA fiduciary to assist in the following activities: 1. Development of an Investment Policy Statement (“IPS”): In connection with the development of the Plan’s IPS, the Sponsor will provide the desired risk-return characteristics for the Plan’s portfolio and other relevant information concerning the Plan’s risk profile. The Sponsor (or an authorized delegate thereof) will determine the asset allocation guidelines for the Plan’s portfolio in consultation with IRON based on the risk profile provided to IRON. IRON will assist the Sponsor in developing an IPS that is consistent with the requirements of ERISA, which will include the asset allocation guidelines and any applicable investment restrictions for the Plan’s portfolio. IRON will review the IPS on an ongoing basis and may recommend modifications to the IPS for the review and approval of the Sponsor as necessary. IRON reserves the right to discontinue its services under the Agreement in the event the IPS includes any conditions or restrictions that are inconsistent with IRON’s ability to perform such services prudently. 2. Implementation of an Asset Allocation Strategy: IRON will implement an asset allocation strategy for the Plan’s portfolio consistent with the asset allocation guidelines and any applicable investment restrictions included in the IPS. Such asset allocation strategy will be based on the risk profile provided by the Sponsor (or an authorized delegate thereof) and any other appropriate considerations made by IRON, such as liquidity, the projected return on investments relative to anticipated cash, and the liability structure of the Plan as discussed with the Sponsor or Plan actuary. 3. Providing Discretionary Investment Management Services: IRON will select one or more investment funds or other similar pooled investment vehicles (“Funds”) for each corresponding asset category within the Plan’s portfolio. The investment allocations for the Plan’s portfolio will be based on the asset allocation strategy implemented by IRON and its investment processes consistent with the Plan’s IPS and ERISA. Such investments may be replaced by IRON as deemed necessary. The long-term investment allocations for the portfolio will be rebalanced in accordance with the applicable asset allocation guidelines as determined by IRON in its discretion as the Plan’s Investment Manager. IRON will not be responsible for the selection or monitoring of any investments for the Plan that are not actually made by IRON on behalf of the Plan in its discretion as the Investment Manager. In no event shall IRON be responsible for the selection or monitoring of any employer stock, stable value funds, guaranteed investment contracts, fixed or index-fixed annuities, or any other investments made at the direction of the Sponsor or any other provider. Sponsor acknowledges and agrees that IRON shall not be responsible for selecting, changing or otherwise advising on the share class for any Funds selected for the Plan’s portfolio. Sponsor understands that IRON may provide the following ministerial or administrative services that are not considered to be fiduciary duties under ERISA: (a) Preparation and Delivery of Reports: o Portfolio holdings o Quarterly investment summary o Quarterly investment actions o Supplementary investment-related educational information This Facilitation Agreement is entered into between the Employer/Plan Sponsor (the “Sponsor”) as identified in the separate Investment Management Agreement between the Sponsor and IRON Financial, LLC, a Plan Investment Advisory Firm (“IRON”), (the “Investment Management Agreement”) and Nationwide Life Insurance Company and/or Nationwide Trust Company, FSB a division of Nationwide Bank (collectively, “Nationwide”) to establish an arrangement for Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) section 3(38) investment fiduciary services (“Investment Fiduciary”) to be provided by IRON to the Plan (the “Plan”), as identified in the Investment Management Agreement. These investment fiduciary services are provided under the Investment Management Agreement. This Facilitation Agreement shall be effective upon execution by the Sponsor, IRON and Nationwide.

Dispute Resolution; Arbitration. All disputes4.1 In the event of any dispute, actions claim or controversies between Sponsor and IRON or its affiliates, including any of IRON’s present or former officers, directors, agents or employees, which may arise controversy arising out of or relate related to any of the Services provided by IRON under this Agreement, or the construction, performance Agreement or breach of this thereof, the Parties shall use commercially reasonable efforts to settle such disputes, claims or any controversies by consulting and negotiating with each other agreement between IRON or an affiliate and Sponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faithfaith and attempt to reach a just and equitable solution satisfactory to both Parties. If the parties are unable to resolve their differences through negotiationParties do not reach such a resolution within thirty (30) days, the parties shall engage in non-binding mediationdispute, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator claim or controversy shall be borne equally by the parties. If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be finally settled by binding arbitration under in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationAssociation (AAA) for expedited arbitrations, unless modified herein. Unless the parties can agree on The arbitration shall be held before a single arbitrator, the matter arbitrator selected in accordance with said rules. The arbitrator shall be heard hear and determine any preliminary issue of law asserted by a panel Party as dispositive to the same extent that a court could hear and determine a motion for summary disposition (such as a motion for summary judgment under United States Rules of three arbitrators, one selected Civil Procedure Rule 56 by each party and a U.S. District Court). A judgment upon the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and arbitrator may be entered into in any court having jurisdiction. 4.2 Neither Party nor the arbitrator may disclose the existence, content, or results of the arbitration without prior written consent of both Parties. In agreeing There shall be no discovery other than the exchange of information that is required by the arbitrator from the Parties. The arbitration award shall be in writing and shall specify the legal and factual basis for the award. Each Party shall bear its own costs, attorney’s fees and disbursements, regardless of which Party prevails. 4.3 Disputes that meet the small claims court requirements in the state in which the Bulk Services are provided may be resolved in small claims court. The Parties agree that this Section 4 shall not apply to binding arbitrationdebt collection matters, Sponsor is aware that:disputes relating to Intellectual Property, and that Title 15 Chapter 48 of the Code of Laws of South Carolina shall not apply to this Agreement or to any arbitration or award hereunder. 4.4 Disputes under this Agreement may not be (a) Arbitration is final and binding resolved on the parties. a class-wide basis, (b) The parties are waiving their right to seek remedies in courtjoined with another lawsuit, including the right to jury trial, except to the extent such a waiver would violate applicable law. or (c) Pre-joined in arbitration discovery is generally more limited than with a dispute of any other entity. The arbitrator may not award, and potentially different in form and scope from court proceedingsthe Parties waive any claims for awards for, punitive damages or attorney fees or any damages that are barred by this Agreement, unless such damages are expressly authorized by a relevant statute. (d) The arbitration award is not required 4.5 Nothing in this Agreement shall be construed to include factual findings or legal reasoning and any limit either Party’s 's right to appeal obtain equitable or to seek modification injunctive relief in a court of rulings by the arbitrators is strictly limitedcompetent jurisdiction in appropriate circumstances. (e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.

Dispute Resolution; Arbitration. (a) All disputes, actions or controversies between Sponsor Client and IRON TLG Advisors or its affiliates, including any of IRONTLG Advisors’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by IRON TLG Advisors under this Agreement, or the construction, performance or breach of this or any other agreement between IRON TLG Advisors or an affiliate and SponsorClient, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith. . (b) If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties. . (c) If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Sponsor Client is aware that: (ai) Arbitration is final and binding on the partiesParties. (bii) The parties Parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law. (ciii) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings. (div) The arbitration award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. (ev) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: TLG Advisors shall perform the following Services for the Plan (the “Plan”), as mutually agreed by TLG Advisors and the Client. Services to be performed shall be checked and initialed by each party.

Dispute Resolution; Arbitration. All disputes, actions or controversies between Sponsor and IRON CP or its affiliates, including any of IRON’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by IRON under this Agreement, or the construction, performance or breach of this or any other agreement between IRON or an affiliate and Sponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith. If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties. If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, final and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Sponsor is aware that: (a) Arbitration is final and binding on the parties. (b) The parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law. (c) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings. (d) The arbitration award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. (e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Plan Sponsor by accepting and acknowledging this Agreement represents that performance of the Agreement is within the scope of the activities authorized by the Plan and applicable laws and that he or she is duly authorized to negotiate, enter into, and renew this Agreement on behalf of the Plan. Each party represents to the others that the person executing this Agreement on its behalf is duly authorized and empowered to execute this Agreement. IRON Fiduciary, an offering by Creative Planning, LLC and the Plan Sponsor hereby agree with the provisions set forth in this Agreement and the verification set forth above. The Parties have executed this Agreement as of , 20 , the Effective Date. (Date: Month Day) (YY) Company Name: Company Address: Company Phone: Company Fax: Company Email: Is the Company USA-based? c Yes c Other: TIN: DBA: Number of Company Locations: State(s) in which there are Company Locations: Current Designated Investment Alternatives: Current Money Market or Cash Equivalent: Plan Type: Name of Responsible Plan Fiduciary (the person(s) authorized to enter into arrangements for service on behalf of the Plan): Description of Business: (i.e. manufacturing, consulting, etc.) Does the Plan have a pre-existing relationship with IRON or an affiliate? c Yes c No If Yes, please describe: Does the Plan own any IRON affiliated products? c Yes c No If Yes, please list: Assets as of: Projected Annual Cash Flow: Advisor/Broker Name: Phone No.: Email Address: TPA Name: Phone No.: Email Address: Plan Trustee Name: Phone No.: Email Address: Target Date Glidepath Passive – Through Retirement Mutual Fund Series (DEFAULT) Passive To Retirement Mutual Fund Series Active To Retirement Mutual Fund Series Active To Retirement CIT Series Active Through Retirement Mutual Fund Series Active Through Retirement CIT Series Custom To Retirement CIT Series Passive Through Retirement Mutual Fund Series (DEFAULT) Passive To Retirement Mutual Fund Series Stocks Large-Cap Growth Large-Cap Value Mid-Cap (Growth/Blend/Value) Small-Cap (Growth/Blend/Value) Foreign Large-Cap Growth Foreign Large-Cap Value Foreign Small/Mid-Cap (Growth/Blend/Value) Diversified Emerging Markets Large Blend (S&P 500) Index Total Stock Market Index International Stock Market Index Large-Cap Growth Index Large-Cap Value Index Large-Cap Blend (S&P 500) Index Mid-Cap Index Small-Cap Index Total Stock Market Index International Stock Market Index Diversified Emerging Market Index Bonds Ultra-Short-Term Bond Short-Term Government Bond Short-Term Corporate Bond Short-Term Diversified Bond Intermediate-Term Diversified Bond Government-Backed Mortgage Bonds (GNMA) Intermediate-Term Government Bond Inflation-Protected Bond World Bond US Fund Total Bond Market Index US Fund Total International Bond Market Index Ultra-Short-Term Bond Index Short-Term Bond Index Short-Term Corporate Bond Index Total Bond Market Index Intermediate-Term Government Bond Index Government-Backed Mortgage Bond Index Total International Bond Market Index Inflation-Protected Bond Index Alternatives Real Estate Investment Trusts (REITs) High Yield Bonds Convertibles Nontraditional Bond Real Estate Investment Trusts (REITs) Index High Yield Bond Cash Preservation Govt. Money Market Fund (fixed NAV) Stable Value Fund Guaranteed Income Contract Govt. Money Market Fund (fixed NAV) Stable Value Fund Guaranteed Income Contract Asset Allocation Allocation –- 15% to 30% Equity (Conservative) Allocation –- 50% to 70% Equity (Moderate) Allocation –- 85+% Equity (Aggressive) Allocation –- 15% to 30% Equity (Conservative) Allocation –- 50% to 70% Equity (Moderate) Allocation –- 85+% Equity (Aggressive) Please indicate the investment preference that suits your Plan. IRON will take investment discretion over all the preferences shown below. 1. Direction for Core Lineup: 2. Direction for Target Date Glidepath, Investment Style, and Investment Vehicle:

Dispute Resolution; Arbitration. All disputes, actions or controversies between Sponsor and IRON or its affiliates, including any of IRON’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by IRON under this Agreement, or the construction, performance or breach of this or any other agreement between IRON or an affiliate and Sponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith. If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties. If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Sponsor is aware that: (a) Arbitration is final and binding on the parties. (b) The parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law. (c) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings. (d) The arbitration award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. (e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of , 20 the Effective Date. By: By: Print Name: Title: Address: Email: SECTION I: COMPANY & PLAN INFORMATION Company Name: Company Address: Plan Type: Name of Responsible Plan Fiduciary (the person(s) authorized to enter into arrangements for service on behalf of the Plan) (“RPF”): Phone: Fax: Email: Is the Company USA-based? □ Yes □ Other: TIN: DBA: Number of Company Locations: State(s) in which there are Company Location(s): Current Designated Investment Alternatives: Description of Business: (i.e. manufacturing, consulting, etc.) Does the Plan have a preexisting relationship with IRON Financial or an affiliate? □ Yes □ No If Yes, please describe: Does the Plan own any IRON Financial affiliated products? □ Yes □ No If Yes, please list: Current Money Market or Cash Equivalent: Assets as of: Projected Annual Cash Flow: Advisor/Broker Name: _ Phone No. _ Email Address TPA Name: Phone No. Email Address _ Plan Trustee Name: Phone No. Email Address Sponsor, in its sole discretion, has identified the following Asset Category for the Plan: (Check only one) If Sponsor does not select an Asset Category, the Plan will be defaulted into the “Traditional” Asset Category. Focus Traditional Comprehensive Index – Available on Flexible Advantage and Clear Advantage Only Asset Category: Large Growth Index Large Cap Growth Large Cap Growth Large Blend Index Large Cap Growth Large Cap Value Large Cap Value Large Value Index Large Cap Value Mid-Cap Blend Mid-Cap Blend S&P 500 Index Equity Mid-Cap Blend Small Cap Blend Small Cap Blend Mid-Cap Blend Index Small Cap Blend Foreign Large Blend Foreign Large Blend Small- Cap Blend Index Foreign Large Blend Foreign Small/Mid Blend Foreign Small/Mid Blend US Total Stock Market Index Diversified Emerging Markets Diversified Emerging Markets International Equity Index Diversified Emerging Markets Index Fixed Income Ultra-Short Government Bond Intermediate Government Bond Diversified Bond Ultra-Short Government Bond Short-Term Corporate Bond Intermediate Government Bond Diversified Bond Foreign/International Bond Ultra-Short Government Bond Short-Term Corporate Bond Intermediate Government Bond Diversified Bond Foreign/International Bond Inflation-Protected Bond Ultra-Short/Short-Term Bond Index Total Bond Market Index Inflation-Protected Bond Index Alternatives High-Yield Bond Real Estate (REITs) Convertibles High-Yield Bond Index Real Estate (REITs) Index Convertibles Index Moderate Allocation Target Date 2011-2015 Asset Allocation Conservative Allocation Moderate Allocation Aggressive Allocation Conservative Allocation Moderate Allocation Aggressive Allocation Conservative Allocation Moderate Allocation Aggressive Allocation Target Date 2016-2020 Target Date 2021-2025 Target Date 2026-2030 Target Date 2031-2035 Target Date 2036-2040 Target Date 2041-2045 Index Fund S&P 500 Index Total Stock Market Index International Equity Index Total Bond Market Index S&P 500 Index Total Stock Market Index International Equity Index Total Bond Market Index S&P 500 Index Total Stock Market Index International Equity Index Total Bond Market Index

Dispute Resolution; Arbitration. All disputesIf no agreement regarding a dispute relating to this Agreement can be reached after good faith negotiation between the Parties, actions or controversies between Sponsor and IRON or its affiliatesthe Parties shall submit such dispute to arbitration pursuant to this Section 11(p), including any of IRON’s present or former officers, directors, agents or employees, which may arise out of or relate to any unless the amount of the Services provided by IRON under this AgreementDamages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or the constructionboth parties agree to arbitration. In either such event, performance or breach of this or any other agreement between IRON or an affiliate and Sponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith. If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties. If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under conducted by one arbitrator. Purchaser and Seller shall agree on the Commercial arbitrator, provided that, if Purchaser and Seller cannot agree on such arbitrator, either Purchaser or Seller can request that Judicial Arbitration Rules and Mediation Services (JAMS) select the arbitrator. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery, while allowing the parties an opportunity, adequate in the sole judgment of the American Arbitration Associationarbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. Unless The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including, without limitation, attorneys’ fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written and shall be in accordance with applicable law and with this Agreement. The decision of the arbitrator as to the validity and amount of any indemnification claim brought hereunder shall be binding and conclusive upon the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointedto this Agreement. Judgment upon any award rendered by the arbitrator(s) shall be final, and arbitrator may be entered into in any court having jurisdiction. In agreeing Any such arbitration shall be held in New York City, New York, under the commercial rules of JAMS then in effect. Each Party to binding arbitration, Sponsor is aware that: an arbitration shall pay its own expenses plus fifty percent (a50%) Arbitration is final of the fees of the arbitrator and binding on the partiesof any administrative fee of JAMS. (b) The parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law. (c) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings. (d) The arbitration award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. (e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.

Dispute Resolution; Arbitration. All disputes, actions or controversies between Sponsor 13.4.1 The parties desire to finally resolve any and IRON or its affiliates, including any of IRON’s present or former officers, directors, agents or employees, which may arise all issues and disputes arising out of or relate related to this Agreement or its alleged breach as promptly as practicable and, in any event, before Newpark's independent accountants issue an audit report on their audit of the Services provided by IRON under this Agreementfinancial statements containing combined operations of Newpark and the Company for the period ending December 31, 1997. Newpark and the Stockholder Parties shall first attempt diligently to resolve any such issue or dispute. They may, if they desire, attempt to mediate the constructiondispute and shall, performance or breach of this or any other agreement between IRON or an affiliate and Sponsorif they choose, whether entered into prior to, on or subsequent to do so in accordance with the date hereof, shall be resolved by negotiation Commercial Mediation Rules of the parties acting in good faith. If the parties are unable to resolve their differences through negotiationAmerican Arbitration Association ("AAA"), the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected either as written or as modified by mutual agreement. A written agreement of the parties. Mediation is voluntary once commenced, and either party to undertake mediation may withdraw from the mediation process at its sole discretion be made at any time. The fees of the mediator If arbitration proceedings have been instituted, they shall be borne equally stayed until the mediation process is terminated. Any dispute arising out of or related to this Agreement or its alleged breach that cannot be resolved by mutual agreement (including mutually agreed mediation) shall be resolved exclusively by final and binding arbitration, conducted as expeditiously as possible in the parties. If City of Houston, Texas, in accordance with the parties are unable to agree on a single mediator or to resolve the issues through mediationprovisions of this Agreement and, to the extent permitted by lawnot inconsistent with such provisions, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless To the extent lawful, the arbitrators, in their discretion, may shorten any time periods or notice periods specified by law, in the interest of timely completing arbitration and issuing their award. 13.4.2 The Stockholder Parties, as one party, or Newpark may initiate arbitration of a dispute by giving the other party written notice of arbitration, which shall specify with reasonable detail (a) the issue in dispute, (b) the claims asserted and (c) the remedy sought by the party invoking arbitration. The arbitration shall be conducted before a single neutral arbitrator if the parties can are able to agree on a single one arbitrator. If they are unable so to agree and do not agree otherwise, the matter arbitration shall be heard conducted by a panel of three neutral arbitrators. None of the arbitrators shall be affiliated in any way with either of the parties or have any direct or indirect financial interest in the outcome of the arbitration. If the parties fail to reach agreement upon a single arbitrator within 10 business days following receipt by one party of the other party's notice of arbitration, one selected by each the initiating party and shall submit in writing to the third other party the name of a neutral arbitrator selected by the initiating party. Within 10 business days after such name is submitted, the other party shall submit to the initiating party in writing the name of a neutral arbitrator selected by such other party and may submit an answering statement. Within 20 days after appointment of the second arbitrator, the two arbitrators so appointed. Judgment upon any award rendered appointed by the arbitrator(s) parties shall select a third neutral arbitrator; the three arbitrators so selected shall finally resolve the dispute. If the two arbitrators appointed by the parties fail before the end of said 20 day period to agree on a third arbitrator, the Judicial District Court of ▇▇▇▇▇▇ County, Houston Division shall, upon the filing of a petition by any of the parties hereto select the third arbitrator from a list of five individuals obtained by the Court from the Houston Office of the American Arbitration Association. If the non-initiating party shall fail to appoint an arbitrator within 20 days after the name of the arbitrator selected by the initiating party is submitted, the arbitrator appointed by the initiating party shall be final, empowered to proceed to arbitrate and may determine the matter in controversy as the sole arbitrator. All references to "the arbitrators" in the following Sections shall be entered into any court having jurisdiction. In agreeing deemed to binding arbitration, Sponsor is aware that: (a) Arbitration is final and binding on the parties. (b) The parties are waiving their right to seek remedies in court, including the right to jury trial, except refer to the extent such sole arbitrator, if there is only one arbitrator. The arbitrators shall, at the earliest possible date, set dates for a waiver would violate applicable law. (c) Prehearing and establish any pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings. (d) The arbitration award is not required to include factual findings hearing conferences or legal reasoning and any Party’s right to appeal or to seek modification of rulings by procedural schedules that the arbitrators is strictly limited. (e) deem appropriate. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.may authorize depositions and issue subpoenas and make other decisions provided for in Section 13.4.3

Dispute Resolution; Arbitration. All disputes, actions or controversies between Sponsor and IRON CP or its affiliates, including any of IRON’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by IRON under this Agreement, or the construction, performance or breach of this or any other agreement between IRON or an affiliate and Sponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith. If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties. If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, final and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Sponsor is aware that: (a) Arbitration is final and binding on the parties. (b) The parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law. (c) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings. (d) The arbitration award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. (e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Plan Sponsor by accepting and acknowledging this Agreement represents that performance of the Agreement is within the scope of the activities authorized by the Plan and applicable laws and that he or she is duly authorized to negotiate, enter into, and renew this Agreement on behalf of the Plan. Each party represents to the others that the person executing this Agreement on its behalf is duly authorized and empowered to execute this Agreement. IRON Fiduciary, an offering by Creative Planning, LLC and the Plan Sponsor hereby agree with the provisions set forth in this Agreement and the verification set forth above. The Parties have executed this Agreement as of , 20 , the Effective Date. (Date: Month Day) (YY) Signature: Printed Name: Title: Street Address: City: State: Zip: Email: Representative Signature: Printed Name: ▇▇▇▇▇▇ ▇▇▇▇▇, Ph.D., CFA Title: Chief Investment Officer, Fiduciary Services Signature: Printed Name: Title: Company Name: Company Address: Company Phone: Company Fax: Company Email: Is the Company USA-based? c Yes c Other: TIN: DBA: Number of Company Locations: State(s) in which there are Company Locations: Current Designated Investment Alternatives: Current Money Market or Cash Equivalent: Plan Type: Name of Responsible Plan Fiduciary (the person(s) authorized to enter into arrangements for service on behalf of the Plan): Description of Business: (i.e. manufacturing, consulting, etc.) Does the Plan have a pre-existing relationship with IRON or an affiliate? c Yes c No If Yes, please describe: Does the Plan own any IRON affiliated products? c Yes c No If Yes, please list: Assets as of: Projected Annual Cash Flow: Advisor/Broker Name: Phone No.: Email Address: TPA Name: Phone No.: Email Address: Plan Trustee Name: Phone No.: Email Address: Target Date Glidepath Passive – Through Retirement Mutual Fund Series (DEFAULT) Passive To Retirement Mutual Fund Series Active To Retirement Mutual Fund Series Active To Retirement CIT Series Active Through Retirement Mutual Fund Series Active Through Retirement CIT Series Custom To Retirement CIT Series Passive Through Retirement Mutual Fund Series (DEFAULT) Passive To Retirement Mutual Fund Series Stocks Large-Cap Growth Large-Cap Value Mid-Cap (Growth/Blend/Value) Small-Cap (Growth/Blend/Value) Foreign Large-Cap Growth Foreign Large-Cap Value Foreign Small/Mid-Cap (Growth/Blend/Value) Diversified Emerging Markets Large Blend (S&P 500) Index Total Stock Market Index International Stock Market Index Large-Cap Growth Index Large-Cap Value Index Large-Cap Blend (S&P 500) Index Mid-Cap Index Small-Cap Index Total Stock Market Index International Stock Market Index Diversified Emerging Market Index Bonds Ultra-Short-Term Bond Short-Term Government Bond Short-Term Corporate Bond Short-Term Diversified Bond Intermediate-Term Diversified Bond Government-Backed Mortgage Bonds (GNMA) Intermediate-Term Government Bond Inflation-Protected Bond World Bond US Fund Total Bond Market Index US Fund Total International Bond Market Index Ultra-Short-Term Bond Index Short-Term Bond Index Short-Term Corporate Bond Index Total Bond Market Index Intermediate-Term Government Bond Index Government-Backed Mortgage Bond Index Total International Bond Market Index Inflation-Protected Bond Index Alternatives Real Estate Investment Trusts (REITs) High Yield Bonds Convertibles Nontraditional Bond Real Estate Investment Trusts (REITs) Index High Yield Bond Cash Preservation Govt. Money Market Fund (fixed NAV) Stable Value Fund Guaranteed Income Contract Govt. Money Market Fund (fixed NAV) Stable Value Fund Guaranteed Income Contract Asset Allocation Allocation –- 15% to 30% Equity (Conservative) Allocation –- 50% to 70% Equity (Moderate) Allocation –- 85+% Equity (Aggressive) Allocation –- 15% to 30% Equity (Conservative) Allocation –- 50% to 70% Equity (Moderate) Allocation –- 85+% Equity (Aggressive) Please indicate the investment preference that suits your Plan. IRON will take investment discretion over all the preferences shown below. 1. Direction for Core Lineup: 2. Direction for Target Date Glidepath, Investment Style, and Investment Vehicle:

Dispute Resolution; Arbitration. All disputes, actions or controversies between Sponsor and IRON CP or its affiliates, including any of IRON’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by IRON under this Agreement, or the construction, performance or breach of this or any other agreement between IRON CP or an affiliate and Sponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith. If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties. If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Sponsor is aware that: (a) Arbitration is final and binding on the parties. (b) The parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law. (c) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings. (d) The arbitration award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. (e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.

Dispute Resolution; Arbitration. All disputes, actions or controversies between Sponsor and IRON CP or its affiliates, including any of IRON’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by IRON under this Agreement, or the construction, performance or breach of this or any other agreement between IRON CP or an affiliate and Sponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith. If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties. If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Sponsor is aware that: (a) Arbitration is final and binding on the parties. (b) The parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law. (c) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings. (d) The arbitration award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. (e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. Notwithstanding the foregoing, IRON shall not be required to submit to arbitration any claim for the collection of unpaid fees in an amount of less than $5000.

Dispute Resolution; Arbitration. All disputesThe parties hereby agree that any and all claims, actions disputes or controversies between Sponsor and IRON of whatever nature, arising out of, in connection with, or its affiliatesin relation to the interpretation, including any performance, enforcement, breach, termination or validity of IRON’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by IRON under this Agreement, or the construction, performance or breach of this or any other agreement between IRON or an affiliate and Sponsor, whether entered into prior to, on or subsequent shall be first raised in writing to the date hereof, shall be resolved by negotiation senior executive officers of each of the parties acting for discussion and attempt at resolution in good faithfaith among such senior executive officers. If within thirty (30) days (or such shorter time if emergency or exigent circumstances exist) of first raising the issue to the senior executive officers, the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties. If the parties are unable to agree on reach a single mediator or to resolve the issues through mediation, to the extent permitted by lawmutually agreed resolution, then the matter parties hereby agree that such claims, disputes or controversies shall be settled resolved by a binding arbitration arbitration, to be held in Taipei at the ROC Arbitration Association (“Association”), under the Commercial ROC Arbitration Law and the Arbitration Rules of the American ROC Arbitration AssociationAssociation . Unless Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties can involved in the dispute and advanced by them from time to time as required. The arbitrator shall render its final award within six (6) months, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with such arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. To the extent not amended or overturned by appeal to a court of competent jurisdiction pursuant to the Arbitration Law of Taiwan, the decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. The parties agree on a single that the arbitration proceedings and decisions shall be kept confidential and that any information or documents, including any pleadings or submissions exchanged or produced in such arbitration (including, but not limited to briefs, or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the arbitrator, the matter Association, the parties, their counsel and any Person necessary to conduct the arbitration, except as may be required in recognition and enforcement proceedings or otherwise permitted under Section 9.1 of Framework Agreement. The parties hereby irrevocably waive, to the fullest extent permitted by Applicable Law, any objection which they may now or hereafter have to the laying of venue of any action brought for enforcement of such arbitration clause or any award resulting from arbitration pursuant to this Section 12.12 or any defense of inconvenient forum for the maintenance of any such action. Each of the parties hereto agrees that an arbitration award in any such action may be enforced in other jurisdictions by suit on the arbitration award or in any other manner provided by Applicable Law. The parties agree that the arbitration proceeding described in this Section 12.12 is the sole and exclusive manner in which the parties may resolve disputes arising out of or in connection with this Agreement; provided that the parties expressly agree that nothing in this Agreement shall prevent the parties from applying to a court having jurisdiction over any of the parties to this Agreement for the limited purpose of obtaining temporary and provisional or injunctive relief necessary solely to preserve the status quo or otherwise to prevent irreparable harm to a party pending the outcome of arbitration. The parties agree that all arbitration proceeding described in this Section 12.12 shall be heard by a panel conducted in English with English speaking lawyer(s) and arbitrator(s), and that the number of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) required at such proceeding shall be final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Sponsor is aware that: be: (a) Arbitration one (1) arbitrator in the event that the disputed amount is final and binding on the parties. less than NT$100,000,000, or (b) The parties are waiving their right three (3) arbitrators in the event that the disputed amount is equal to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable lawor greater than NT$100,000,000. (c) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings. (d) The arbitration award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. (e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.

Dispute Resolution; Arbitration. All disputes4.1 In the event of any dispute, actions claim or controversies between Sponsor and IRON or its affiliates, including any of IRON’s present or former officers, directors, agents or employees, which may arise controversy arising out of or relate related to any of the Services provided by IRON under this Agreement, or the construction, performance Agreement or breach of this thereof, the Parties shall use commercially reasonable efforts to settle such disputes, claims or any controversies by consulting and negotiating with each other agreement between IRON or an affiliate and Sponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faithfaith and attempt to reach a just and equitable solution satisfactory to both Parties. If the parties are unable to resolve their differences through negotiationParties do not reach such a resolution within thirty (30) days, the parties shall engage in non-binding mediationdispute, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator claim or controversy shall be borne equally by the parties. If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be finally settled by binding arbitration under in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationAssociation (AAA) for expedited arbitrations, unless modified herein. Unless the parties can agree on The arbitration shall be held before a single arbitrator, the matter arbitrator selected in accordance with said rules. The arbitrator shall be heard hear and determine any preliminary issue of law asserted by a panel Party as dispositive to the same extent that a court could hear and determine a motion for summary disposition (such as a motion for summary judgment under United States Rules of three arbitrators, one selected Civil Procedure Rule 56 by each party and a U.S. District Court). A judgment upon the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and arbitrator may be entered into in any court having jurisdiction. 4.2 Neither Party nor the arbitrator may disclose the existence, content, or results of the arbitration without prior written consent of both Parties. In agreeing There shall be no discovery other than the exchange of information that is required by the arbitrator from the Parties. The arbitration award shall be in writing and shall specify the legal and factual basis for the award. Each Party shall bear its own costs, attorney’s fees and disbursements, regardless of which Party prevails. 4.3 Disputes that meet the small claims court requirements in the state in which the Bulk Services are provided may be resolved in small claims court. The Parties agree that this Section 4 shall not apply to binding arbitrationdebt collection matters, Sponsor is aware that:disputes relating to Intellectual Property, and that Title 15 Chapter 48 of the Code of Laws of South Carolina shall not apply to this Agreement or to any arbitration or award hereunder. 4.4 Disputes under this Agreement may not be (a) Arbitration is final and binding resolved on the parties. a class-wide basis, (b) The parties are waiving their right to seek remedies in courtjoined with another lawsuit, including the right to jury trial, except to the extent such a waiver would violate applicable law. (c) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings. (d) The arbitration award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. (e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.or

Dispute Resolution; Arbitration. All disputesArbitration. To the fullest extent permitted by law, actions and except as otherwise provided in this Agreement, any and all claims or controversies between Sponsor Consultant and IRON BBCN (or its affiliates, including between Consultant and any of IRON’s present or former officersofficer, directorsdirector, agents agent, or employeesemployee of BBCN or any parent, which may arise out of subsidiary, or relate other entity affiliated with BBCN) relating in any manner to any this Consultant Agreement or the termination of the Services provided by IRON under this Agreement, Consulting Agreement or the construction, performance or breach of this or any other agreement between IRON or an affiliate and Sponsor, whether entered into prior to, on or subsequent to the date hereof, Consultant’s consultancy shall be resolved by negotiation final and binding arbitration (“Arbitrable Claims”). Arbitrable Claims shall include, but not be limited to, contract claims, tort claims, statutory claims and regulatory claims based on any federal, state, or local law, statute, or regulation. Arbitration shall be final and binding upon the parties and shall be the exclusive remedy for all Arbitrable Claims. Except as specifically provided in this agreement, any arbitration proceeding shall be conducted in accordance with the then current JAMS Comprehensive Arbitration Rules and Procedures (the “Arbitration Rules”) to the extent not inconsistent with this Agreement. The Arbitration Rules are available for review at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/rules-comprehensive-arbitration/. The arbitrator shall have exclusive authority to resolve all Arbitrable Claims, including, but not limited to, whether any particular claim is arbitrable and whether all or any part of this arbitration provision is void or unenforceable. The arbitrator’s authority shall include the authority to rule on a motion to dismiss and/or summary judgment by either party, and the arbitrator shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall prepare a written decision containing the essential findings and conclusions on which any decision or award is based. The arbitrator shall apply the same substantive law, with the same statutes of limitations and same individual remedies, that would apply if the claims were brought in a court of law. The arbitrator shall also have the authority to award costs and fees to the prevailing party as provided by applicable law to the same extent as a court. Otherwise, each party shall pay its own costs and attorney’s fees. The arbitrator shall not have the authority to adjudicate class, collective, or representative claims, to award any class, collective, or other representative relief on behalf of any person other than Consultant, or, without all parties’ consent, to consolidate the claims of two or more individuals, or otherwise preside over any form of a class, collective, or other representative proceeding. Either Consultant or BBCN may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, neither party shall initiate or prosecute any lawsuit in any way related to any Arbitrable Claim. Nothing in this Agreement, however, precludes a party from filing an administrative charge with an agency that has jurisdiction over a claim that is otherwise arbitrable. Moreover, nothing in this Agreement prohibits either party from seeking provisional relief pursuant to Section 1281.8 of the parties acting in good faithCalifornia Code of Civil Procedure. If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator All arbitration hearings under this Agreement shall be borne equally conducted in Los Angeles, California, unless otherwise agreed by the parties. If The parties understand and agree that by entering into this Agreement, they are each waiving the parties are unable right to agree on a single mediator trial by jury. To the fullest extent permitted by law, Consultant and BBCN each waives any right either may have to bring any class, collective, or representative action against the other party, whether in arbitration, in court, or otherwise, or to resolve participate as a member of any class or collective action against the issues through mediationother party (“Waived Claims”). This arbitration provision shall be governed by the Federal Arbitration Act and, to the extent permitted by lawsuch Act, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules laws of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel State of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Sponsor is aware that: (a) Arbitration is final and binding on the partiesCalifornia. (b) The parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law. (c) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings. (d) The arbitration award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. (e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.