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This Investment Services Agreement (“Agreement”) is between Actium, LLC. d.b.a. BeManaged (“BeManaged”), a Michigan corporation, and                                                      (“You”).  The Agreement is effective as of the date you accept the Agreement below.

Statement of Facts

Herman Miller, Inc. (“Employer”) appointed BeManaged to be a fiduciary adviser and investment manager with regard to the Herman Miller, Inc. 401(k) Defined Contribution Plan (“Plan”).  This means that You can hire BeManaged to provide you with investment advice regarding your Account in the Plan (“your Account”); or You can hire BeManaged to invest your Account on your behalf.  You are not required to hire BeManaged. 

Agreement

 Both parties agree as follows:

1.  Type of Service.  You hire BeManaged to provide the following service:

o   BeAdvised -- we provide investment advice, but you decide whether to implement the advice.

o   BeManaged -- we invest your Account for you.

2.  Additional Services. BeManaged will also manage, or provide investment advice, for any additional retirement accounts (“Other Accounts”) for which You seeks advice, limited to individual accounts owned by Client (i.e. IRA, 401(k), etc.). Other Accounts will be managed following the same investment objectives as your funds within the Plan; as outlined by the Investment Policy Statement BeManaged prepares for You. BeManaged will operate in a fiduciary capacity when investing, or providing investment advice, for your Other Accounts.

      Fees for the management of Other Accounts will follow the same schedule as Plan accounts. The fee schedule for your accounts is described in Section 3 of this Agreement. Fees are cumulative, meaning clients fees are calculated on the entirety of your retirement portfolio, and not calculated on an individual account-by-account basis. Management of any accounts of related persons to You (i.e. Spouse, Child) will be treated as separate for purposes of fee calculations. All related accounts will follow the same fee schedule and maximum as You. 

3.  Fees.  The fees for BeManaged’s services are the same for both the BeAdvised and BeManaged programs.  These fees will be withdrawn from your Account quarterly according to the following fee schedule:

Quarterly fee of .15% of your Account’s market value, with a maximum fee per quarter of $125.00, and a maximum fee per year of $500.00.

BeManaged will not receive compensation from any other source for the services we provide to you, or any compensation based upon the investment choices that are made.

Note:  Under Sec. 102(b)(1) of the Uniform Securities Act 265 of 1964, we may not be compensated on the basis of the investment results.

4.  Representations by BeManaged.  We represent that we are a registered investment adviser under the Investment Advisers Act of 1940. 

With respect to your Account, we are a “fiduciary” under the Employee Retirement Income Security Act of 1974, as amended.  We are an “investment manager” with regard to the BeAdvised program.  BeManaged complies with the requirements of ERISA §408(g).

5.  Information Client Provides.  You will complete and submit to BeManaged an accurate and completed Investor Profile.  This Investor Profile provides important information regarding your risk tolerance.

BeManaged is entitled to rely on the financial information and other information you provide to BeManaged. You agree to inform BeManaged promptly in writing of any material change in your circumstances which might affect the manner in which your assets should be invested and to provide BeManaged with information that we reasonably request.

6.  Investment Policy Statement.  BeManaged will prepare an Investment Policy Statement for you.  This Investment Policy Statement will provide guidelines for making investment decisions.

If the BeManaged option is selected, we will invest and reinvest your Account on your behalf as we deem appropriate, in our sole discretion, subject to the investment guidelines in the Investment Policy Statement.

7.  Liability. It is understood that BeManaged shall act in good faith and shall not be liable for any loss incurred in connection with recommendations or investments made or other action taken on behalf of the Account due to errors of judgment or by reason of its advice, including action taken or omitted prior to a written notice of termination.  BeManaged shall not be excluded from liability for losses occasioned by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties hereunder; provided however, that nothing in this Agreement shall constitute a waiver or limitation of any rights that You may have under applicable federal or state law.  BeManaged shall not be responsible for any loss incurred by reason of any act or omission of You, a custodian, or any third-party.

8.  Risk Acknowledgment.  BeManaged does not guarantee the success of any investment decisions or strategy that we may use. You understand that investment decisions made for your Account are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. Except as may otherwise be provided by law, we will not be liable to you for (i) any loss that you may suffer by reason of any investment decision made or other action taken or omitted by BeManaged if we acted with the care, skill, prudence, and diligence under the circumstance that a prudent person acting in a fiduciary capacity would use; (ii) any loss arising from our actions based upon your written or oral instructions; or (iii) any act or failure to act by the custodian or trustee of the Plan, or by any other third party.

9.  Other Investment Accounts.  You understand and accept that we are an investment adviser for other clients.  You also understand and accept that BeManaged may give advice or take action in performing our duties to other clients or for our own account that may differ from advice given to or action taken for You.  BeManaged is not obligated to buy, sell, or recommend for You any security or other investment that we may buy, sell, or recommend for any other client, or for our own account.  Subject to our fiduciary obligation, this Agreement does not limit or restrict BeManaged in any way from buying, selling, or trading in any securities or other investments for our own accounts.

10.  Proxy Voting.  BeManaged does not vote proxies with respect to your investments.

11.  Custody.  If your funds are accessed via an individual username and password, BeManaged has been deemed to have custody of Client's Account pursuant to rule 206(4) of the Investment Advisers Act of 1940. In accordance with this rule, BeManaged must hold your funds with a "qualified custodian", as defined by Rule 206(4) and employ an independent third-party accountant to verify the assets held in your Account. Your Account funds will be held by Vanguard Retirement Services as custodian. Additionally, BeManaged has employed a third-party, independent public accountant, to conduct yearly surprise examinations to monitor your funds. 

12.  Confidentiality.  All information and advice furnished by either party to the other shall be treated as confidential and shall not be disclosed to third parties, except as agreed in writing or as required by law.

13.  Termination.  BeManaged’s authority under this Agreement remains in effect until the Agreement is terminated. 

You may terminate our services at any time by notifying BeManaged in writing or over the phone. You will be entitled to a pro-rata refund of fees collected for services not yet provided. The refund will be paid within 30 days after we are notified of the termination.  The refund shall be made by forwarding the refund to the Plan’s record keeper for redeposit into your Account.

BeManaged reserves the right to terminate this Agreement for non-payment of fees or any other reason upon written notice to You.

14.  Severability.  If any provision in this Agreement is invalid or unenforceable, the remainder of the Agreement will continue in effect.

15.  No Assignment of Agreement.  No assignment of this Agreement shall be made by either party without the written consent of the other.

16.  Choice of Law.  To the extent not pre-empted by federal law, this Agreement is governed by the laws of the State of Michigan. Any dispute arising out of or relating to this Agreement, or any breach thereof, shall be settled by a court of competent jurisdiction in the State of Michigan.  The cost of an action brought in court shall be borne among the parties as determined by the court.

17.  Entire Agreement. This Agreement constitutes the entire agreement between You and BeManaged with respect to the investment of your Account.  This Agreement can be amended only by a written document signed by both parties.

18.  Document Delivery. By clicking ‘Yes I accept’ below, You acknowledges; (a) receipt of the information contained in U.S. Securities and Exchange Commission Form ADV Part 2A and 2B from BeManaged; (b) that delivering any ADV Part 2A and 2B does not imply the U.S. Securities and Exchange Commission has made recommendation of  BeManaged; (c) that You have the right to terminate this Agreement, without penalty, within five business days from the date of entering into this Agreement; (d) receipt of BeManaged’s Privacy Policy as required by Regulation S-P; and (e) that the services provided to You by BeManaged are not exclusive to You and that similar services may be provided to other clients of BeManaged with different investment objectives.

19.  Acknowledgment. By clicking ‘Yes I Accept’ below, You acknowledge your understanding of the terms as set forth above for your relationship with BeManaged and have asked any questions you may have about this agreement before consenting.  

 Addendum

Authorization of BeManaged to Act on your Account:

By selecting 'BeManaged' under Section  1 of this Agreement, you are authorizing us to perform the following  actions on your Account:

1. Obtain  information on your Account by phone.
2. Request statements and  balance information.
3. Request a status on a  distribution or outstanding check.
4. Exchange of money between the funds in the Plan.
5. Make contribution allocation changes.
   

Our authority described above is subject to The Vanguard Group,  lnc.'s (the record keeper for the Plan)  policies and procedures and the terms of the Plan and  may only be performed  by mail or phone.

I understand that this authorization shall  be effective when received in good order by Vanguard. 

BeManaged Individuals Authorized to Act on your Account:

I understand that Be Managed and  Herman  Miller will be responsible for providing The Vanguard Group,  Inc. with an updated  list of individuals who are authorized to act on behalf of BeManaged on my account and that The Vanguard Group, Inc. will be entitled to relay on that list of individuals when providing BeManaged access to my Account.

Indemnification of the Vanguard Group,  Inc. Regarding our Authorization:

I agree that none of The Vanguard Group,  Inc., Vanguard  Fiduciary Trust Company, Vanguard Marketing Corporation, or the Plan and their directors, officers, employees, and  agents (collectively, Vanguard) will be held  responsible for my decisions or for the investment recommendations or decisions of BeManaged, and is under no duty whatsoever to question any instructions received from  BeManaged or the suitability of any transactions requested  by them.

I agree to indemnify and  hold The Vanguard Group,  Inc., Vanguard  Fiduciary Trust Company, Vanguard  Marketing Corporation, their affiliates, and each of the investment company members of The Vanguard Group and their respective officers, employees, agents (collectively, Vanguard), and the Plan harmless from  acting on instructions, whether oral, written, or online, reasonably believed by Vanguard to have originated from  BeManaged, and from  all acts of BeManaged involving my Account.

Termination of the Authorization Covered  by this Addendum:

In the event of my disability or incapacity, this authorization will remain in full force and effect. This authorization will terminate only when one of the following occurs:

Vanguard  receives notice that BeManaged  has resigned. 

Vanguard  receives notice of my revocation.  I understand that I have the right to revoke this authorization at any time and, if I have named multiple agents, any revocation will revoke the authority of all the agents.  I further understand that each authorization covering the same accounts submitted to Vanguard will revoke any prior authorization  in its entirety. Any revocation will not affect the liability resulting from transactions initiated  before Vanguard has had a reasonable amount of time to act upon such  notice.

Vanguard receives notice of my death.  I understand that the authority granted under this authorization terminates at my death.  My death will not affect any liability resulting from transactions initiated  before Vanguard  has had a  reasonable amount of time to act upon such  notice.

I have read this authorization in its entirety or had it explained to me, and I understand its contents.

BeManaged values the privacy of its clients and maintains a strict policy regarding the use and safeguarding of personal, non-public information.

BeManaged obtains only that information from clients that will assist in providing quality investment management and information necessary to comply with state and federal compliance requirements. Such information may include, but is not limited to, a client’s: (1) name; (2) mailing address; (3) email address; (4) credit card and other billing data; (5) investment data; (6) plan investment options; and (7) other personal information necessary to provide services to the client.

BeManaged uses the information collected primarily to manage client investments. We may disclose the personal information as necessary to service client accounts. Servicing activities may include, but are not limited to, the following: Administrative, customer assistance, clearing, operational, or other services;
Preparation, printing and delivery of portfolio management performance reports, confirmation statements and other documents; and maintenance and development of software and website data for BeManaged.

BeManaged will not disclose clients’ personal information to companies or organizations not affiliated with us who would use the information to contact clients about their own products or services. Under no circumstances will BeManaged sell any of the personal information collected. BeManaged allows access only to individuals who must have client’s personal information to service the account or to provide business, compliance, and other support services to BeManaged. For these reasons, the BeManaged privacy policy does not address an opt-out process.

BeManaged maintains physical, electronic and procedural safeguards to protect former and current clients’ information from misuse or misappropriation.