IM (Proposal 1503377:1533096) February 27, 2017

Investment Management Proposal

PURPOSE
This Investment Management Proposal ("Proposal"), with the Proposal Number shown below ("[PN]"), documents the Commented [JF1]: Clarisse. Please confirm and or delete.
undersigned client's/clients' (collectively "you" or "your") Client Profile (as defined below), Client Fee and other important I dont think a Proposal number is shown??
information related to your assets to be managed (Assets) under the [name of PCS] investment advisory program
("Program"). Prudential Customer Solutions LLC will provide investment advisory services in accordance with the Commented [JF2R1]: From Clarisse At this time, PRU has
provisions of the Program agreement, as amended from time to time ("Client Agreement"). Pursuant to the Client not yet generated a Proposal ID number this is created
Agreement, you grant PCS investment discretion to manage Assets in accordance with an asset allocation models after user accepts the Receipt page. Also, we were not
(Portfolio) and in so doing, authorize PCS to make investment decisions on your behalf, without prior consultation or planning on displaying anywhere what is the proposal ID
approval. Investment Adviser Representative(s) (each an "IAR") are available for consultation regarding the Program, number.
but do not have discretion over your Program or Assets.
Commented [JF3]: Katy, is QMA a subadvisor is that
needed here or in the IA?
CLIENT RESPONSIBILITIES
You must work together with PCS to ensure that PCS has the necessary information to provide you with investment
advice that reflects your financial situation and needs for Assets. Therefore, your responsibilities in the initial investment
process include, but are not limited to: i) determining whether your participation in the Program and investing in or
through the investment option(s) available under the Program (including, but not limited to, money market mutual fund
(Sweep Vehicle), underlying securities (Portfolio Securities), Portfolios) are in your best interest based on your financial Commented [CG4]: I flagged all of these in green because
needs and circumstances; ii) providing the necessary financial and investment-related information about yourself through they might be saying different things or the same thing. We
the [online/digital experience] or to your IAR, who will help you assess your investment objectives, risk tolerance and have to see what our Profile does/says and conform this
time horizon for the Assets; iii) approving an initial Portfolio, which should reflect your risk profile, investment needs wording to the Profile.
and financial situation, that will guide the management of your Assets; and iv) communicating any reasonable
investment restriction requests, which will be accepted in PCSs sole discretion, on the management of Assets; and iv) Commented [CG5]: What are these called.
If client is an entity, providing correct tax status and appropriate supporting documentation (e.g., articles of incorporation,
membership agreement, trust indenture, tax ID). Commented [CG6]: Is this relevant for MVP?
It is important for you to promptly notify us whenever there is a change in your financial situation, investment needs and/or
risk profile. The [online/digital experience] or an IAR will assist you in evaluating whether, based on such changes in your Commented [JF7]: I think both could and would.
situation, information in this Proposal, including your risk profile and/or the Portfolio should be adjusted, or whether your
continued participation in the Program remains in your best interest. From time to time, you should also review the
Portfolio and other investment options(s) to determine whether applicable changes should be made to reflect your
financial situation and needs at the time of the review. You are solely responsible for deciding whether or not to accept
any recommendations made by PCS.

You should review the information below carefully and promptly notify PCS or IAR if you need to make any modifications
thereto.

INVESTMENT AUTHORITY
Client grants PCS discretion to manage Assets as detailed in the Client Agreement. This discretion to PCS includes the
ability to adjust the allocation of Portfolio Securities within the Portfolio and to add or replace Portfolio Securities to or from
the Portfolio and discretion to buy and sell securities in the account, place trade orders and to make securities decisions
regarding Assets within a Portfolio. All Asset transfers between/among your accounts and all deductions and transfers in
connection with those accounts are given by you to the account's custodian and clearing firm through PCS and in
accordance with the Client Agreement. In addition, you have authorized Envestnet, an unaffiliated service provider to the Commented [JF8]: Should this be QMA or more
Program, via the applicable Client Agreement, to exercise limited discretion in connection with the timing of submitting trade specifically Envestnet Asset Mgmt or other They are not
orders and rebalancing your account. called out earlier.

INVESTMENT RISKS
The Portfolios and Portfolio Securities carry unique risks, and you should carefully review PCS's Form ADV, Parts 2A
and 2B disclosure brochure ("Form ADV") before entering into a Client Agreement. PCSs Form ADV and its fact sheets
include additional information about its investment strategy and the Portfolio Securities that PCS invests under the
strategy. You should also review each Portfolio Security's prospectus or other offering documents, as applicable,
carefully to understand the risks associated with investing in such Portfolio Security. Investment advisory programs and
investing in securities involve risks, are not suitable for all investors and may result in loss of principal.
Commented [CG9]: Is there a contact number?
Exchange-traded funds available through the applicable Portfolio are sold by prospectus and/or other offering documents.
Investors should consider each fund's investment objectives, risks, charges and expenses carefully. The prospectus Commented [CG10]: Where are the fees? I called it
and/or offering document contains this and other information about the fund. Contact [PCS and/or an IAR] for a prospectus Schedule [x] in the draft Client Agreement? Need to make
and/or offering document, and read it carefully. consistent whenever that document is created.
Commented [JF11]: I thought the Fee would be on the
FEES Proposal / receipt Page and the range listed in the IA
Your annual fee is specified in the [Client Agreement]. The annual fee that you pay to participate in your selected Program
Agreement
("Fee") covers the advice and services provided under the Program [trade, custody, settlement], and is calculated in Commented [CG12]: Update when available.
accordance with the Client Agreement and PCS's Form ADV.

Additional fees and charges not covered by the Fee may also apply to owning a Program account. For example, the Fee
does not include certain fees and charges assessed by the [custodian/clearing firm for the Program account that holds
your Assets or by the] issuer of the securities that you own. Additional information about the Fee and other applicable Commented [CG13]: Any non-included fees? ACAT fees,
fees and charges not included in the Fee can be found in the Client Agreement, PCS's Form ADV for the Program and the FINRA fees?
securities prospectus and/or other offering document for each Portfolio Security. An IAR is available to answer any questions
you may have.

Client should be made aware of [transaction fees, short term trading fees or redemption fees], if any, that are charged by Commented [CG14]: Disclose money market fund vehicle
Sweep Vehicles, and such fees, if applicable, are disclosed in the Sweep Vehicle's prospectus. Such Sweep Vehicle specific fees.
specific fees are not included in the Fee. Your Fee includes all brokerage execution charges for trades effected under the
Program through your Program account but does not include trades placed through brokers or dealers other than through
Apex Clearing LLC. Please refer to PCS's Form ADV for Program for details.

The clearing firm will deduct your Fee each quarter as authorized by you under the Client Agreement based on the rate
shown in the [Proposa]l. The Program account statement sent by Apex Clearing LLC will show the fee deducted. You Commented [CG15]: Where are you disclosing rate. See
agree to promptly notify PCS if you disagree with the amount deducted. comments above also.
Investment advisory programs are offered through Prudential Customer Solutions LLC ("PCS"), doing business as
Prudential [dba name].
Envestnet Securities LLC [info] provides certain non-discretionary services to PCS under this Program. Securities products
are offered and brokerage services are provided through [Apex info], Member FINRA, SIPC. Both Envestnet and Apex are
unaffiliated with PCS. Commented [CG16]: We'll need to conform this to
thewebsite footer disclosure to make sure they say the
same thing.
Client Fee

[Disclose fee] Commented [CG17]: TBD

You are paying a Firm Fee of 0.[x]% to compensate PCS, Envestnet Asset Management, Inc. and Apex for their respective
services as described in the Client Agreement. PCS will pay a portion of its fee to compensate affiliated service providers for
services related to due diligence on Portfolio Securities, creating and maintaining the strategy, or investment model, that you
selected through the Program. The Client Fee, in part, compensates an IAR for providing services to you on behalf of PCS
under the Program. The Client is not negotiable by you; however, PCS may in its sole discretion reduce the Client Fee in its
sole discretion. [This is a placeholder until we have the full details on the fee.]

Fee Changes

The Fee may change over time due to the amount of Assets in your Account(s) and investment performance. As
Commented [CG18]: Any other factors affecting fees?
authorized by you in the Client Agreement, Advisor may instruct Envestnet to make changes in your Accounts
without prior notice to you (i.e., account rebalancing). Changes could result in tax consequences or a higher or
lower Fee being charged to you [due to any changes in the performance of the account, and thus, to account
Commented [CG19]:
Assets].
Commented [CG20]: Any others?
Client Acknowledgment
Commented [JF21]: This section acknowledgement is
By signing below, you acknowledge, agree, represent and warrant that
in the Application we reviewed last Thursday.
You have received a copy of the following documents: Commented [CG22]: This is probably not a "signing
PCS's Program Form ADV; below" but an electronic signature.

The IAR's Form ADV Brochure Supplement (Form ADV, Part 2B); and

You have thoroughly reviewed this Proposal and the applicable Program and Portfolio Security prospectuses and
documents related to investment risks before signing below. You have determined that the Program and the
Commented [TSP23]: Brian our understanding is that
Portfolio Securities are consistent with your investment needs and financial situation and are in your best interest.
the client does not receive the prospectuses until after they
The information contained in this Proposal accurately reflects your current financial situation and needs as well sign. Which is accurate?
as your risk profile for the Assets. You agree to notify PCS through the [online/digital experience] or an IAR
promptly if any such information is no longer accurate or complete.

Securities available through the Program: (1) are not insured by the FDIC, National Credit Union Administration,
or any other regulatory agency; (2) are not deposits or obligations of, nor guaranteed by, PCS, Envestnet, or any
of their affiliates; (3) are subject to investment risk, including possible loss of principal amount invested; and (4)
do not have performance guaranteed by any financial institution.

When you redeem shares or liquidate positions, you may receive less than that you paid - INVESTMENTS ARE
NOT DEPOSITS.

In determining whether participating in this Program is in your best interest, you were made aware of and took
into consideration the differences between opening a commission based brokerage account and participating in
an advisory program. You have chosen this Program with the following attributes in mind:
You wish to:
Commented [TSP24]: Brian these attributes should
Be provided with ongoing investment advice and asset management services rather than managing Assets on
your own and using a broker to place trades; align with the AARF form.

Pay a fee for participating in an asset management program where assets are placed in an asset allocation
model and monitored and/or traded regularly;

Invest in a diversified portfolio rather than a large holding in one security or a small number of securities; and/or
Commented [MV25]: Min # is 2 right, have we
Participate in an investment program where the short term investing and market timing is not a strategic goal. determined that 2 is diversified?
Commented [CG26]: We'll need to add the digital/online
component depending on robo v. hybrid.
 Client should be made aware of [transaction fees, short term trading fees or redemption fees], if any, that are charged by Commented [CG27]: Disclose money market fund vehicle
Sweep Vehicles, and such fees, if applicable, are disclosed in the Sweep Vehicle's prospectus. Such Sweep Vehicle specific fees.
specific fees are not included in the Fee. Your Fee includes all brokerage execution charges for trades effected under the
Program through your Program account but does not include trades placed through brokers or dealers other than through
Apex Clearing LLC. Please refer to PCS's Form ADV for Program for details.

The clearing firm will deduct your Fee each quarter as authorized by you under the Client Agreement based on the rate
shown in the [Proposa]l. The Program account statement sent by Apex Clearing LLC will show the fee deducted. You Commented [CG28]: Where are you disclosing rate. See
agree to promptly notify PCS if you disagree with the amount deducted. comments above also.
Investment advisory programs are offered through Prudential Customer Solutions LLC ("PCS"), doing business as
Prudential [dba name].
Envestnet Securities LLC [info] provides certain non-discretionary services to PCS under this Program. Securities products
are offered and brokerage services are provided through [Apex info], Member FINRA, SIPC. Both Envestnet and Apex are
unaffiliated with PCS. Commented [CG29]: We'll need to conform this to
thewebsite footer disclosure to make sure they say the
same thing.
Client Fee

[Disclose fee] Commented [CG30]: TBD

You are paying a Firm Fee of 0.[x]% to compensate PCS, Envestnet Asset Management, Inc. and Apex for their respective
services as described in the Client Agreement. PCS will pay a portion of its fee to compensate affiliated service providers for
services related to due diligence on Portfolio Securities, creating and maintaining the strategy, or investment model, that you
selected through the Program. The Client Fee, in part, compensates an IAR for providing services to you on behalf of PCS
under the Program. The Client is not negotiable by you; however, PCS may in its sole discretion reduce the Client Fee in its
sole discretion. [This is a placeholder until we have the full details on the fee.]

Prudential Customer Solutions LLC #1503377 - 02/27/17 02:12 PM CT Page 6x

Proposal (Proposal 1503377:1533096) NF MAS February 27, 2017
 Investment Management Proposal
Fee Changes

The Fee may change over time due to the amount of Assets in your Account(s) and investment performance. As authorized by Commented [CG31]: Any other factors affecting fees?
you in the Client Agreement, Advisor may instruct Envestnet to make changes in your Accounts without prior notice to you (i.e.,
account rebalancing). Changes could result in tax consequences or a higher or lower Fee being charged to you [due to any Commented [CG32]:
changes in the performance of the account, and thus, to account Assets].
Commented [CG33]: Any others?
Client Acknowledgment

By signing below, you acknowledge, agree, represent and warrant that Commented [CG34]: This is probably not a "signing
below" but an electronic signature.
You have received a copy of the following documents:

PCS's Program Form ADV;

The IAR's Form ADV Brochure Supplement (Form ADV, Part 2B); and

You have thoroughly reviewed this Proposal and the applicable Program and Portfolio Security prospectuses and
documents related to investment risks before signing below. You have determined that the Program and the Portfolio Commented [TSP35]: Brian our understanding is that
Securities are consistent with your investment needs and financial situation and are in your best interest. the client does not receive the prospectuses until after they
sign. Which is accurate?
The information contained in this Proposal accurately reflects your current financial situation and needs as well as your
risk profile for the Assets. You agree to notify PCS through the [online/digital experience] or an IAR promptly if any such
information is no longer accurate or complete.

Securities available through the Program: (1) are not insured by the FDIC, National Credit Union Administration, or any
other regulatory agency; (2) are not deposits or obligations of, nor guaranteed by, PCS, Envestnet, or any of their affiliates;
(3) are subject to investment risk, including possible loss of principal amount invested; and (4) do not have performance
guaranteed by any financial institution.

When you redeem shares or liquidate positions, you may receive less than that you paid - INVESTMENTS ARE NOT
DEPOSITS.

In determining whether participating in this Program is in your best interest, you were made aware of and took into
consideration the differences between opening a commission based brokerage account and participating in an advisory
program. You have chosen this Program with the following attributes in mind:

You wish to: Commented [TSP36]: Brian these attributes should

Be provided with ongoing investment advice and asset management services rather than managing Assets on your align with the AARF form.
own and using a broker to place trades;

Pay a fee for participating in an asset management program where assets are placed in an asset allocation model
and monitored and/or traded regularly;

Invest in a diversified portfolio rather than a large holding in one security or a small number of securities; and/or Commented [MV37]: Min # is 2 right, have we
determined that 2 is diversified?
Participate in an investment program where the short term investing and market timing is not a strategic goal.
Commented [CG38]: We'll need to add the digital/online
component depending on robo v. hybrid.
Page 7
February 27, 2017