Client Agreement - Europe

This Agreement is entered into by i-Cthru Inc. (“i-Cthru”, “We”) and _____________________, the client (“Client”, “You”). In consideration of the mutual benefits to be derived from this Agreement, it is understood and agreed as follows:

DEFINITIONS

“Account” means the brokerage account in which the Assets are being held.

“Advisers Act” means the Investment Advisers Act of 1940, as amended.

“Assets” means the total assets, which we are managing under this Agreement.

“Best execution” does not necessarily mean the lowest possible commission cost; it means the best quality execution, taking into consideration the full range of the Broker-Dealer’s services.

“Broker-Dealer” means the Broker-Dealer on the Account.

“Custodian” means the Custodian of the Assets.

“Fee” means the Fee charged for our services.

“Governing Jurisdiction” means the State of Delaware.

“i-Cthru.com” means the Website maintained by the Adviser, located at http://www.i-Cthru.com.

“Investment Profile” means your investment needs, goals and objectives, as describes on Exhibit A and any updates.

“Website” means a collection of related web pages on the Internet’s World Wide Web, accessed by a single URL and interconnected via links within a specific URL domain, excluding content on other unrelated web pages.

SERVICES

Based upon information furnished by Client, i-Cthru shall solely provide Investment Advisory services. We will act as your investment adviser on an ongoing basis.

CUSTODIAL ARRANGEMENT

The qualified custodian listed below maintains your funds and securities in a separate account for you under your name. We urge you to compare custodial account statements against statements prepared by i-Cthru for accuracy.

Name: Interactive Brokers (U.K.) Limited

Address: 1 Carey Lane, fifth floor

City/State/Zip: London, EC2V 8AE

Country: United Kingdom

TRADING AUTHORIZATION

You grant us limited power of attorney with discretionary trading authority over your Account to implement an investment strategy. You authorize us, without prior consultation or consent (a) to implement transactions in your Account, (b) to buy, sell and trade stocks, and other securities and contracts, including on margin if you have signed a separate margin authorization with the Custodian, and (c) to access all trading activity and position data within your Account.

You also grant us discretionary authority to establish, maintain, and deal through accounts with one or more securities brokerage firms as may be selected by i-Cthru.

At any time, you may make deposits to or withdrawals from your account, subject to our right to terminate an Account. Prior notice should be given to us before any withdrawal of deposit occur and those will be subject to usual and customary securities settlement procedures. Our investment strategy is designed with a long-term perspective and withdrawals may impair the achievement of your investment objectives.

FEE PAYMENT AUTHORIZATION

You authorize the custodian holding your funds and securities to deduct our fees directly from your account. The custodian will provide periodic account statements to Client. Such statements will reflect all fee withdrawals in accordance with this Fee Payment Authorization. It is your responsibility to verify the accuracy of the fee calculation.

The value of all securities on which the fee shall be calculated will be determined by the Custodian, an independent and non-affiliated entity.

PROXY VOTING

i-Cthru does not vote proxies and it is therefore your responsibility to vote proxies for securities held in your account. We will instruct the Custodian to forward to you copies of all proxies and shareholder communications relating to the Assets.

CLIENT’S RESPONSIBILITIES

You recognizes that the value and usefulness of our advisory services will be dependent upon information that you provide and upon your active participation in the formulation of investment objectives. You will provide copies of documents as i-Cthru may reasonably request in order to permit complete evaluation and implementation of the portfolio decisions. You shall promptly notify i-Cthru if your financial condition or objectives change at any time.

TERMS & TERMINATION

We will provide you with ongoing advisory services. This agreement will continue indefinitely unless terminated in writing as described below. While this contract remains in effect, we will contact you on a yearly basis to confirm your financial objectives and review our services.

We have the right to modify this contract at any time, providing you with notice of each modification. A modification will become effective unless you provide us with notice of your intention to terminate this contract.

From the date of the execution of this contract, you have five (5) business days to terminate it, without penalty. Thereafter, either party may terminate this contract on thirty (30) days written notice, which written notice must be manually signed by the terminating party.

Upon termination, all assets will be held at the custodian and it will be your responsibility to instruct the custodian as to the final disposition of assets, unless you specifically notify us to liquidate or take other action. As of the date of termination, i-Cthru will no longer be the investment advisor of record, and it will be your responsibility to monitor the timely disposition of the account and take all future actions in regards to the management of the account.

COMPENSATION

Management fee

i-Cthru will charge you a annual fee based on a percentage of the market value of your Account. This fee is currently set at ____%. The fees shall be calculated on a daily basis and paid monthly in arrears.

You authorize us to deduct the fee directly from your Account.

Performance fee

The Investment Advisers Act of 1940 (the “Advisers Act”) allows SEC-registered investment advisers to charge “qualified clients” a performance base fee. Under Rule 205-3, you may be considered a qualified client if:

You have at least $1 million under management with the adviser immediately after entering into the advisory contract; or
We reasonably believe that you have a net worth (together, in the case of a natural person, with assets held jointly with a spouse) of more than $2 million at the time the contract is entered into, excluding the value of your primary residence.

If you are a qualified client and we offer you to benefit from a performance fee schedule, we shall be entitles to receiving such fee based on the increase in value of your Account.

In order to calculate this fee, the beginning value of your Account shall be your Account’s value as of the beginning of the calendar period (e.g., January 1) or the date on which your Account was first open. The ending value shall be your Account’s value as of the end of the calendar period or the date prior on which you terminated your account. The calculation will be adjusted for deposits and withdrawals during such period. Performance Fee calculations will take place after Management Fees have been subtracted from the end of the period valuation. Once a Performance Fee has been paid to us for any period, we shall retain such Performance Fee notwithstanding subsequent losses in any Account.

High Water Mark

We will not charge any performance fee in any quarter on an account where the account’s ending value does not exceed that of the highest prior end period valuation for which a performance fee was previously paid. You specifically acknowledge and understand (i) that the Performance Fees may be an incentive for the Publisher to make investments that are riskier or more speculative than would be the case absent the Performance Fees; (ii) we may receive increased compensation with regard to unrealized appreciation as well as realized gains in your Account; and (iii) the Performance Fees are calculated and payable per period.

Other fees

The fees set forth herein are for financial analysis and investment advisory services only and do not include any other professional services which may be required by you to implement the recommendations made by i-Cthru. For example, fees quoted do not include brokerage commissions or transaction fees. We will not provide accounting or legal advice and neither will we be responsible for the acts or omissions or insolvency of any other agent, broker or independent contractor selected to take any action or to negotiate or consummate any transaction in your account.

EXECUTION OF BROKERAGE TRANSACTIONS

After your opening of an account at a Broker-Dealer that we reasonably believe will provide best execution, we will arrange for the execution of securities brokerage transactions for the Assets through such Broker-Dealer.

Transactions for each client account may be made in combination with other clients or independently.

We will try to process all Account transactions in a timely manner, but cannot guarantee that any transaction will be completed by the Broker-Dealer on the same day as requested.

DISCLOSURE STATEMENTS

i-Cthru is a Registered Investment Advisor registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, and subject to the anti-fraud provisions under the Investment Advisers Act of 1940. The following disclosures are provided regarding our background and business practices.

i-Cthru is a fee-only investment advisory firm, and as such neither the advisor or any of its Investment Adviser Representatives (under any capacity) will accept commissions, fees, or other compensation for the implementation of the portfolios.

BASIS OF ADVICE

You acknowledge that i-Cthru obtains information from a wide variety of publicly available sources. i-Cthru and its Investment Adviser Representatives do not have, nor do they claim to have sources of inside or private information. The recommendations, which we develop, are based upon our professional judgment and our Investment Adviser Representatives and neither our Investment Adviser Representatives nor we can guarantee the results of any of our recommendations. The financial markets are volatile and there are risks in all types of investment vehicles, including “low-risk” strategies.

ANTI-MONEY LAUNDERING

Prior to any account opening, we will ensure that all clients’ identities have been verified and request from you satisfactory documentary evidence. i-Cthru will also ensure prior to any account opening and on a periodic basis, that your name does not appear on The List of Specifically Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control, from any Foreign Shell Bank or from any other prohibited persons or entities as may be mandated by applicable law or regulation. Should your name appear on such a list, we will not be able to open your account or will immediately terminate this Agreement.

NON-EXCLUSIVITY

i-Cthru and its affiliates may furnish investment advice or investment management services to other accounts, and give advice or take action for such other accounts or its own account that may be similar to or differ from advice given or action taken for the Account. With respect to the Account, Investment Adviser may

LIABILITY

i-Cthru will deal in good faith and with due diligence and will use reasonable skill and care in the performance of its duties under this Agreement. We shall not be liable for any error of judgment, mistake of law, or for any loss suffered by the Account in connection with Investment Adviser’s discharge of its responsibilities under this Agreement, except for loss resulting from a breach of Investment Adviser’s obligations with respect to the Account. Nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Division may have under federal or state securities laws.

AUTHORITY, INFORMATION AND CONFIDENTIALITY

Each of the parties to this Agreement hereby represents that it is duly authorized and empowered to execute, deliver and perform this Agreement and that such action does not conflict with or violate any provision of law, rule or regulation, contract, deed of trust or other instrument to which it is a party or to which it is subject and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

You represent that the information set forth on your Investment Profile is an accurate representation of your financial position and investment needs for the Account. You will promptly inform us in writing if and when such information becomes incomplete or inaccurate.

You will provide us with any other information and documentation that we may request in connection with this Agreement or related to your Investment Profile.

The information you provide us in connection with this Agreement is confidential. Pursuant to our privacy policy, we will not disclose it, except in limited circumstances.

JOINT CLIENT

If this Agreement is with more than one client, we will base our services on your joint goals as collectively given to us. We may rely on instructions and information we receive from either of you.

RECEIPT OF DISCLOSURES

You acknowledge receipt of our Privacy Policy Notice and a copy of our written disclosure statement as set forth in the Informational Brochure

COPYRIGHT

You acknowledge that the Portfolios which we put together for your account are copyright material and you may not use or copy any part of the them to direct the assets in any other accounts that are not covered under this Agreement that you either own or control whether directly, or indirectly.

If any audit reveals that you have used Portfolios to direct the assets in any other accounts that are not covered under this Agreement you shall pay to i-Cthru three hundred percent (300%) of the fees that would have been due to i-Cthru had such assets been included as part of the accounts covered under this Agreement.

DEATH OR DISABILITY

Your death, disability or incompetence will not terminate or change the terms of this Agreement.

NOTICES

Any communication required in connection with this Agreement will be deemed effective upon receipt if delivered to either party at either; i) their mailing address, ii) to the valid e-mail address listed hereunder or iii) if posted on a website accessible by the other party and notice of such a posting has been made to the other party, unless either party has notified the other party of another mailing address or valid e-mail address in writing. The valid email address for i-Cthru is info@i-Cthru.com.

Except for decisions regarding the purchase and/or sale of specific investments, all of your directions to us shall be in writing. We may rely upon any such communication unless and until we have been advised in writing of changes thereto.

You hereby elect to receive written communications from us via email without also receiving paper copies. While we may deliver paper copies of client communications to you from time to time, the delivery of such paper copies will not affect your consent to future delivery of electronic client communications. You hereby acknowledge that it is your responsibility to immediately review communications delivered via e-mail to the e-mail address provided to us. You further agree to contact us should there be a discrepancy as to the contents therein.

AGREEMENT

This Agreement contains all of the agreements, Exhibits, Representations, and Understandings made between the parties.

ARBITRATION

Any controversy or claim, including but not limited to, errors and omissions arising out of, or relating to, this Agreement or the breach thereof, shall be settled by arbitration in accordance with the code of Commercial Arbitration of the American Arbitration Association,] and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. You understand that this Agreement to arbitrate does not constitute a waiver of the right to seek a judicial forum where such waiver would be void under the federal securities laws. Arbitration is final and binding on the parties.

MISCELLANEOUS PROVISIONS

a. The Agreement shall be governed by the laws of the Governing Jurisdiction, without regard to choice of law considerations, except for the Section entitled Arbitration, which will be governed by the Federal Arbitration Act

b. The Agreement shall inure to the benefit of any successor of i-Cthru and shall be binding upon the successors and assigns of Client. Notwithstanding, i-Cthru shall not assign this Agreement without your written consent.

c. This Agreement shall not become effective until acceptance by i-Cthru as evidenced by the signature of an authorized representative below. No modification or amendment to this Agreement shall be effective unless made in writing and signed an authorized representative of i-Cthru.

d. The parties hereto acknowledge and agree that this Agreement alone constitutes the final written expression of the parties with respect to all matters contained herein, and the parties further acknowledge and agree that there are no prior or contemporaneous Agreements different or distinct from those contained herein, and all such prior and contemporaneous Agreements, if any, are merged herein, and this Agreement alone constitutes the final understanding between the parties.
THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED BY THE PARTIES.By executing this Agreement, each party acknowledges and accepts its respective rights, duties, and responsibilities hereunder. This Agreement will not be binding on Adviser, unless and until signed by Adviser.

Performance Based Fees

Only Qualified Clients as defined by the 1940 Investor Advisors Act may be offered the opportunity to pay Performance Fees in lieu of all or part of other fees at their discretion.

I hereby certify that I am a “Qualified Client” because I have either at least $1,000,000 under management with the Adviser immediately after entering into this Agreement; or a net worth at the time this Agreement is entered into in excess of $2,000,000, excluding the value of my primary residence.

EXHIBIT A – Investment Objectives

We are legally required to understand your financial objectives and situation. This will helps us ensure that we appropriately invest the funds you invest with us in your account. Your objectives need not be your overall financial objectives, but only your objectives specifically for this account.

i-Cthru seeks long-term capital growth paired with short-term capital preservation and is absolute-return oriented. The strategy invests in U.S. stocks and foreign companies that are listed on U.S exchanges as well as put options for downside protection.

In order to perform our fiduciary duty to you, please help us confirm that your risk profile matches our strategy.

By placing a tickmark next to each item, please confirm that all of the following match your objectives for THIS ACCOUNT. If not, unfortunately i-Cthru is not at this time a good option for you.

With this account:

My primary objective is Moderate Growth
I have no need for current income
I can bear some fluctuation in my portfolio value
I would however care for some downside protection
I do not have a specific time horizon
I do not have a need for the capital in this account to pay for a specific cause