Sub Manager Agreement

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                                            WealthADV Sub-Advisory Agreement - Schedule C
                                                       OPM Service Election
   Complete a separate Schedule C for each Client Account, and shall apply to all account holdings. This Schedule C shall supersede
            any prior Schedule C for the specified. Account and the prior Schedule C(s) shall be of no further force or effect.

Client Account Information

         Name on Account :

         Account Address:

         Designated Custodian:             Fidelity Investments            Schwab Institutional             TD Ameritrade              Pershing Advisor Solutions

         Account Number:

         Expected Account Value: $                                             [when account fully funded]

         Account currently in WealthADV?                    YES or             NO

         Other accounts merging into this account?                      YES or           NO

                   If YES, specify source account numbers:

                   If YES, has custodian completed transfer of assets as of date below?                            YES or           NO
        Charge Account Fees to FA credit card?                      YES or            NO
           (By default, Account Fees are debited directly from the client accounts. To select this option, FA must have an executed credit card authorization form on file.)

FA Specified Investment Instructions for Client Account
 1) Unmanaged Securities in this account?                     YES or           NO
          Total value of unmanaged bonds: $                                          Total value of unmanaged equities: $
           (If yes, one executed Schedule D must be supplied listing all unmanaged bonds held in the Account as an FA Model, and one listing all unmanaged equities.
           These FA Models must be included in the FA Composite (Schedule E) specified for the Account.)

 2) Model Name:
           (Specify a Sub-Manager Model, an FA Model, or an FA Composite. For any FA Model designated there must currently be in force an executed Schedule D, for
           any FA Composite designated there must currently be in force an executed Schedule E.)

 3) Periodic Cash Withdrawals?               Start Date:                                 Frequency:                             Amount: $

 4) Pre-Trade Restrictions
           (Specify any securities or sectors that should not be bought, sold or held). Sector names must be selected from attached list.

                 Ticker or Symbol                                   Security Name / Description                                     Restriction Type

20081031 WealthADV Sub-Advisory Agreement                                                                                                                  1
                                       WealthADV Sub-Advisory Agreement - Schedule C
                                              OPM Service Election [continued]

Account Rebalancing
         1) Perform Anniversary Date Rebalancing:                   YES           NO        [select one; default is "NO"]
             This option should only be chosen if the FA Composite associated with this Account has specified "Ignore Drift" as its rebalancing
             tolerance band. With "Ignore Drift" selected, typically only cash management triggers or changes made to the FA Models or Sub-
             Manager Models will initiate a rebalance. In this case, anniversary date rebalancing option provides one additional rebalancing trigger.

         2) Cash management triggers
             Cash management settings for the Account in addition to, or "on top of", any cash allocations specified in a Sub-Manager or FA Model.
             For the specified cash "ceiling", OPM manager will defer investing until cash in account exceeds specified dollar amount or percent of
             account value. Investing of excess cash involves no turnover of existing positions. Purchases shall be spread among holdings that are
             underweight relative to their target allocation. If cash in the account falls below the specified "floor", the OPM manager will first sell
             holdings that are overweight relative to their target allocation. In both cases the objective will be to reach alignment with the cash target
             as closely as possible, while respecting trade size minimums. [Specify either as percent of account value or a dollar amount, not
             both or mixed.]

           Ceiling:         %       Target            %       Floor:           % (of account value) OR

           Ceiling: $               Target: $                      Floor: $

         3) Minimum trade size:              $ 500 or         $1,000      or       $3,000      [specify one]

              Minimum trade size will not apply to trades generated from: i) new or changed model assignment; or ii) addition or elimination of a
              security within a model. Trade size minimum will apply when reweighting existing positions.

Tax Overlay Management

         Add Tax Management to OPM Services:                       YES            NO        [specify one]

Brochure and Notice Delivery Certification
         FA hereby certifies to ATRIA that ATRIA's current Form ADV Part II Brochure and Privacy Policy Notice have been
         delivered to Client at least 48 hours prior to the submission of this Schedule C to ATRIA.

         IN WITNESS WHEREOF, this Schedule C has been executed by or on behalf of the parties as of                                            (date).

         On its own behalf and on behalf of client                                       Agreed & Accepted

         FA FIRM                                                                         Atria Investments LLC

         By: ___________________________________                                         By: ___________________________________

         Name & Title                                                                    Name & Title

                      Please send via facsimile to Director of Portfolio Management, (336) 464-2948

20081031 WealthADV Sub-Advisory Agreement

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