GLOBAL ASSET MANAGEMENT GROUP, INC. INVESTMENT ADVISOR REPRESENTATIVE AGREEMENT

Transcription

1 GLOBAL ASSET MANAGEMENT GROUP, INC. INVESTMENT ADVISOR REPRESENTATIVE AGREEMENT This Agreement is entered into by and between Global Asset Management Group, Inc. (hereinafter referred to as GLOBAL ASSET MANAGEMENT GROUP ), and the undersigned Investment Advisor Representative, (hereinafter referred to as Contractor ). GLOBAL ASSET MANAGEMENT GROUP is a Registered Investment Advisor firm. The following agreement is written so Contractors know the rules, regulations and laws to abide by with GLOBAL ASSET MANAGEMENT GROUP and third party asset management firms. WHEREAS, GLOBAL ASSET MANAGEMENT GROUP is an investment adviser registered with the State of Florida and other states, and as such is qualified to transact business pursuant to the rules and regulations promulgated by those states in which it is registered and other governmental agencies; and WHEREAS, Contractor has made application for registration to become an investment advisor representative with GLOBAL ASSET MANAGEMENT GROUP for the purpose of soliciting sales of investment advisory services on behalf of GLOBAL ASSET MANAGEMENT GROUP; WHEREAS, Contractor (i) is currently in good standing as or will become a duly qualified and registered investment advisor representative pursuant to rules and regulations of applicable State and Federal administrative authorities and regulatory associations; (ii) is not subject to an SEC order, judgment or decree; (iii) has not been convicted within the previous ten (10) years of any felony, or misdemeanor involving theft, fraud, bribery, extortion, forgery, counterfeiting or similar offense; and (iv) has not been found to have engaged in conduct prohibited under the Investment Advisers Act of 1940, as amended (the 1940 Act ) or the regulations issued there under, including Rule 206(4)-3; WHEREAS, the parties mutually desire to enter into this Agreement whereby Contractor may solicit the sales of investment advisory services through GLOBAL ASSET MANAGEMENT GROUP pursuant to the following terms and conditions: NOW THEREFORE, in consideration of the mutual promises, conditions and covenants as set forth below, the parties agree as follows: 1. Meaning of Terms. All capitalized terms used but not otherwise defined herein shall have the meaning set forth in that certain Glossary and Explanation of Terms published by GLOBAL ASSET MANAGEMENT GROUP and in effect as of the date of this Agreement, a copy of which Contractor hereby acknowledges receipt. The Glossary and Explanation of Terms are contractual supplements to this Agreement that are binding on the Contractor and by this reference are made part of this Agreement. Any changes to the Glossary and Explanation of Terms shall be effective as of the date of general publication by GLOBAL ASSET MANAGEMENT GROUP. The Glossary and Explanation of Terms and any changes to it will be available on GLOBAL ASSET MANAGEMENT GROUP s website. 2. Term and Termination of Agreement. This Agreement shall not become effective unless the Contractor is duly registered with the appropriate state and federal regulatory authorities to solicit the sale of investment advisory services of the type contemplated

2 herein and this Agreement is accepted by GLOBAL ASSET MANAGEMENT GROUP at its principal office. Once effective, this Agreement shall continue in effect until Termination. 3. Contractor s Duties. a. Generally. Contractor has the duty to make a good faith, reasonable effort to solicit and obtain Client applications for new accounts for Investment Advisory Services and to establish, according to information provided by the Client, that the nature of Investment Advisory Services proposed to be rendered to a Client is suitable and appropriate for the Client. GLOBAL ASSET MANAGEMENT GROUP has the right in its sole discretion to accept or not accept an application and to make a full or partial refund of any fee to any Client of Contractor. b. Expenses. Contractor shall promptly pay all expenses relating to the performance of Contractor s duties under this Agreement, including but not limited to indebtedness to GLOBAL ASSET MANAGEMENT GROUP and premium costs of errors and omissions insurance required by GLOBAL ASSET MANAGEMENT GROUP. Contractor shall be solely responsible for all of his expenses, including but not limited to travel, entertainment, office, signs, telephone, education, dues, subscriptions, licenses, etc., and shall receive no remuneration or reimbursement of any nature whatsoever other than the Investment Advisory Fees referred to herein. Company shall not provide any facilities, furniture, or equipment to Contractor. Contractor shall provide his own office, telephone, supplies, transportation, and all other facilities which Contractor may deem necessary. c. Supervision. Contractor shall supervise the Investment Advisory Services-related activities of Contractor s Downline Contractors and use Contractor s best efforts and continuing diligence in directing Contractor s Downline Contractors to comply with their respective investment advisor representative agreements with GLOBAL ASSET MANAGEMENT GROUP and in training Contractor s Downline Contractors in accordance with GLOBAL ASSET MANAGEMENT GROUP policies and procedures, including those contained in the GLOBAL ASSET MANAGEMENT GROUP Manual. d. Registration and Licensing. Contractor shall be duly licensed as an investment advisor representative ( IAR ), and shall be registered as an investment advisor representative of GLOBAL ASSET MANAGEMENT GROUP, in each state, where required, in which and from which Contractor solicits, offers or obtains applications and orders for purchase of Investment Advisory Services and in each state, where required by law, in which and from which Contractor receives override compensation in the form of Investment Advisory Fees. Contractor will bear the cost of all initial and renewal fees for licensing and registrations. Contractor will make payment of any such fees as instructed by GLOBAL ASSET MANAGEMENT GROUP. e. Records. Contractor shall maintain accurate and current records of all transactions entered into pursuant to this Agreement. Such books and records shall conform to the requirements of federal and state laws, the rules and regulations of appropriate regulatory agencies and the policies and procedures of GLOBAL ASSET MANAGEMENT GROUP and of Contractor s branch office to which Contractor reports. Contractor shall maintain an accurate and current file of all investment advisory fee statements and other records and correspondence received from GLOBAL ASSET MANAGEMENT GROUP or the Preferred Companies and notify GLOBAL ASSET MANAGEMENT GROUP in writing within thirty (30) days after receipt thereof if such statements, records and correspondence, or any of them, is inconsistent with Contractor s records or, in the opinion of Contractor, not accurate. As to any statements, records or correspondence furnished by or on

3 behalf of GLOBAL ASSET MANAGEMENT GROUP to Contractor, if Contractor does not furnish GLOBAL ASSET MANAGEMENT GROUP with written objections or corrections within thirty (30) days of mailing by GLOBAL ASSET MANAGEMENT GROUP, then Contractor shall be deemed to have approved such statements, records and correspondence as to any matter not objected to or corrected, and to have released GLOBAL ASSET MANAGEMENT GROUP from liability and responsibility for all matter contained therein. f. Authorized Solicitations and Document Delivery Obligations. Contractor may only provide (i) written materials or oral statements which do not purport to meet the objectives or needs of a specific Client, or (ii) statistical information containing no expressions of opinions as to the investment merits of particular securities. Contractor is only authorized to solicit sales of those Investment Advisory Services set forth in schedules published from time to time by GLOBAL ASSET MANAGEMENT GROUP, unless otherwise notified in writing by GLOBAL ASSET MANAGEMENT GROUP. In the course of Contractor s solicitations, Contractor shall only use such forms and materials as are then currently approved by GLOBAL ASSET MANAGEMENT GROUP. CONTRACTOR SHALL NOT SOLICIT SALES OF ANY PRODUCT OR SERVICES NOT ON SUCH SCHEDULES AND CONTRACTOR SHALL NOT USE ANY OTHER FORMS OR MATERIALS OF ANY TYPE. At the time of any solicitation activities, Contractor shall provide each Client with current copies of the following: (i) the Solicitor s disclosure document required by Rule 206(4)-3, (ii) a copy of GLOBAL ASSET MANAGEMENT GROUP s then current written disclosure statement as GLOBAL ASSET MANAGEMENT GROUP may designate from time to time, and (iii) such other disclosures as may be required by applicable federal or state laws, rules and regulations. Contractor shall obtain each such Client s signed and dated acknowledgment or receipt of the foregoing documents and shall promptly forward a copy of the same to GLOBAL ASSET MANAGEMENT GROUP. g. Advertising. Contractor SHALL NOT use sales material of any kind which has not been approved in writing by GLOBAL ASSET MANAGEMENT GROUP for such use, including BUT NOT LIMITED TO any type of form letter or printed or electronic correspondence. Without the prior written approval of GLOBAL ASSET MANAGEMENT GROUP, Contractor shall not use any form of media, including BUT NOT LIMITED TO radio, newspaper, television, letters, internet website, , business cards, letterhead, or photocopies, to promote sales. h. Compliance With Laws, Etc. All activities conducted by Contractor under this Agreement shall be conducted in accordance with GLOBAL ASSET MANAGEMENT GROUP s instructions, 1940 Act, other applicable federal and state laws, the Rules, Regulations, Interpretations and other directives issued by the SEC, and any state or political subdivision with whom GLOBAL ASSET MANAGEMENT GROUP or Contractor are registered. Contractor also has the duty to faithfully abide by the Rules and Regulations set forth in the GLOBAL ASSET MANAGEMENT GROUP Manual, which is available at the GLOBAL ASSET MANAGEMENT GROUP website. Contractor shall immediately advise GLOBAL ASSET MANAGEMENT GROUP of any action or fact whatsoever which comes to Contractor s knowledge which may possibly constitute a violation of any applicable laws or regulations with respect to GLOBAL ASSET MANAGEMENT GROUP, Contractor or any party who is, has been, or may be doing business with GLOBAL ASSET MANAGEMENT GROUP. i. Other Investment Advisory Association. During the term of this Agreement, Contractor shall not become associated with, become an investment advisory representative of, or enter into a contractual agreement of any kind with, any registered investment advisor or investment advisory firm other than GLOBAL ASSET MANAGEMENT GROUP. If Contractor, at the time of execution of this Agreement, is associated with, is an investment advisory representative of, or has a contractual agreement with, another registered investment

4 advisor or investment advisory firm, Contractor, with the express written approval of GLOBAL ASSET MANAGEMENT GROUP and upon the terms and conditions established by GLOBAL ASSET MANAGEMENT GROUP in its sole discretion, may continue such other investment advisory association with respect to existing customers and clients. However, in no event shall Contractor solicit any investment advisory services of any kind to new customers or clients except on behalf of GLOBAL ASSET MANAGEMENT GROUP. Contractor agrees to immediately notify GLOBAL ASSET MANAGEMENT GROUP in writing if Contractor acquires or obtains any interest in or affiliation with any registered investment advisor, or engages in any employment or acts as an independent contractor relating to investment advisory services, either directly or indirectly, whether alone or with any person or entity other than GLOBAL ASSET MANAGEMENT GROUP. Contractor shall immediately notify GLOBAL ASSET MANAGEMENT GROUP if Contractor becomes involved in any activity that would create the possibility of a conflict of interest on the part of Contractor with respect to GLOBAL ASSET MANAGEMENT GROUP or any Investment Advisory Services offered by or on behalf of GLOBAL ASSET MANAGEMENT GROUP. j. Prohibited Actions. Contractor shall not take, undertake or engage, directly or indirectly, in any Prohibited Actions (as defined in the Glossary and Explanation of Terms). k. Supplies. Contractor acknowledges and agrees that all supplies, including but not limited to prospectuses, memoranda, visual aids, specimen plan forms, manuals, statistical and sales training and/or recruitment materials, vendor materials and brochures, furnished by GLOBAL ASSET MANAGEMENT GROUP to Contractor are and shall be the property of GLOBAL ASSET MANAGEMENT GROUP and shall be returned promptly to GLOBAL ASSET MANAGEMENT GROUP upon demand. l. Computer Software. Contractor shall comply with the terms, conditions and restrictions on use contained in any and all license or other contractual agreements between third party owners of any computer software and GLOBAL ASSET MANAGEMENT GROUP or any GLOBAL ASSET MANAGEMENT GROUP Affiliate, pursuant to which GLOBAL ASSET MANAGEMENT GROUP or a GLOBAL ASSET MANAGEMENT GROUP or a GLOBAL ASSET MANAGEMENT GROUP Affiliate has obtained the right to use such computer software. Contractor further agrees to comply with the terms of any license or other contractual agreement into which Contractor is required to enter with any third party computer software owner. m. Covenants. Contractor shall not violate the Covenants (as defined in the Glossary and Explanation of terms). 4. Compensation. a. Investment Advisory Fee Rates. Contractor s sole compensation under and during the term of this Agreement shall be Investment Advisory Fees at the rates and paid in the manner provided in, and subject to the terms and conditions contained in, those Investment Advisory Fee schedules and IAR Guidelines which are published by GLOBAL ASSET MANAGEMENT GROUP from time to time. GLOBAL ASSET MANAGEMENT GROUP may, from time to time, in the exercise of its sole discretion, and without notice, increase or decrease the rates and amounts of Investment Advisory Fees or the sales position of the Contractor; provided, however, that any such changes may be prospective only, but may affect any new business and any Investment Advisory Fees earned thereafter on existing business. Any investment advisory fee schedules published by GLOBAL ASSET MANAGEMENT GROUP are by this reference made a part of this Agreement. Notwithstanding any provision of this Agreement to the contrary, GLOBAL ASSET MANAGEMENT GROUP will not be obligated to pay any referral fee if, in the

5 opinion of GLOBAL ASSET MANAGEMENT GROUP s legal counsel, such payment would violate any law, rule or regulation to which GLOBAL ASSET MANAGEMENT GROUP is subject. b. Time of Payment. Contractor acknowledges and agrees that Contractor s Investment Advisory Fees are a share of GLOBAL ASSET MANAGEMENT GROUP s Investment Advisory Fees and Contractor s Investment Advisory Fees are earned by, and shall be payable quarterly to, Contractor only after all of the following have occurred: i) the order or application for Investment Advisory Services submitted by Contractor is accepted and approved by GLOBAL ASSET MANAGEMENT GROUP at its principal office, or by an approved GLOBAL ASSET MANAGEMENT GROUP designee; ii) actual payment for the same has been made by and received from the Client; and iii) GLOBAL ASSET MANAGEMENT GROUP has actually received payment from a Preferred Company, if applicable, of GLOBAL ASSET MANAGEMENT GROUP s Investment Advisory Fees (subject to GLOBAL ASSET MANAGEMENT GROUP s refund rights set forth in Paragraph 4(f) of this Agreement. c. Investment Advisory Fee Offset. Any money and value owed by Contractor to GLOBAL ASSET MANAGEMENT GROUP, any Debit Balance, and any money and value which has been advanced or credited by or on behalf of GLOBAL ASSET MANAGEMENT GROUP or an GLOBAL ASSET MANAGEMENT GROUP Affiliate to, or for the benefit of, Contractor, may be deducted by GLOBAL ASSET MANAGEMENT GROUP from any Investment Advisory Fees, Override Compensation, or other money or value then or thereafter owed by GLOBAL ASSET MANAGEMENT GROUP to Contractor. GLOBAL ASSET MANAGEMENT GROUP is hereby authorized by Contractor to deduct from Investment Advisory Fees due the amount of any Investment Advisory Fees paid to Contractor in connection with any payment or amount that GLOBAL ASSET MANAGEMENT GROUP refunds to Contractor s Client. d. Debit Balances, Roll Ups, Other Debt Obligations. All Debit Balances are loans from GLOBAL ASSET MANAGEMENT GROUP or a GLOBAL ASSET MANAGEMENT GROUP Affiliate to Contractor and shall be repaid immediately by Contractor upon notice thereof to Contractor by GLOBAL ASSET MANAGEMENT GROUP or a GLOBAL ASSET MANAGEMENT GROUP Affiliate. Any Debit Balances not paid within thirty (30) days from the effective date of such notice shall bear interest from the end of such thirty (30) days at a rate equal to the maximum legal rate of interest provided by applicable law. From time to time in its sole discretion, GLOBAL ASSET MANAGEMENT GROUP or a GLOBAL ASSET MANAGEMENT GROUP Affiliate may cause a reduction in all or any portion of the Contractor s Debit Balance in any of the following ways: i) by applying any Investment Advisory Fees and Override Compensation payable to the Contractor by GLOBAL ASSET MANAGEMENT GROUP or a GLOBAL ASSET MANAGEMENT GROUP Affiliate to reduce the Contractor s Debit Balance; or ii) by exercising any other legal rights and remedies available to GLOBAL ASSET MANAGEMENT GROUP or a GLOBAL ASSET MANAGEMENT GROUP Affiliate, including any rights or remedies that are included in IAR Guidelines and Rules. The Contractor is also obligated to repay GLOBAL ASSET MANAGEMENT GROUP or GLOBAL ASSET MANAGEMENT GROUP Affiliates for the Debit Balances and other debts and liabilities owed to GLOBAL ASSET MANAGEMENT GROUP or GLOBAL ASSET MANAGEMENT GROUP Affiliates by any of Contractor s Downline Contractors. If a Downline Contractor does not pay his Debit Balance either after ninety (90) days from the effective date of notice by GLOBAL ASSET MANAGEMENT GROUP or a GLOBAL ASSET MANAGEMENT GROUP Affiliate to Downline Contractor, or immediately upon termination of that Downline Contractor s Investment Advisor Representative Agreement with GLOBAL ASSET MANAGEMENT GROUP or other contractual agreement with a GLOBAL ASSET MANAGEMENT GROUP Affiliate, then that Downline Contractor s Debit Balance, and the interest and other liabilities in connection therewith, shall Roll Up to Contractor and become in all respects part of Contractor s

6 Debit Balance for which Contractor and such Downline Contractor shall be jointly and severally liable for payment to GLOBAL ASSET MANAGEMENT GROUP or a GLOBAL ASSET MANAGEMENT GROUP Affiliate. e. Vesting. To the extent allowable under applicable federal and state law, and except as otherwise provided in this Agreement, and subject to the terms of this Paragraph 4(e), if and when Contractor qualifies for and attains certain sales position designations established by GLOBAL ASSET MANAGEMENT GROUP from time to time pursuant to IAR Guidelines, Contractor shall become Vested and entitled to receive Solicitor s Fees upon the termination of this Agreement for any reason, unless and until Divestiture occurs. However, Contractor acknowledges and agrees that since Contractor s Solicitor s Fees are a share of GLOBAL ASSET MANAGEMENT GROUP s Investment Advisory fees, Contractor shall, upon becoming Vested, be vested in Solicitor s Fees only to the extent that GLOBAL ASSET MANAGEMENT GROUP actually receives Investment Advisory Fees with respect to the applicable Client accounts from the Clients or, if and as applicable, the Preferred Companies. In the event that Contractor, at the time of Termination of this Agreement, has not qualified and attained the sales position designation(s) established by GLOBAL ASSET MANAGEMENT GROUP as a condition to becoming Vested, Contractor shall have no right to Solicitor s Fees or any Investment Advisory Fees of any kind. CONTRACTOR ACKNOWLEDGES THAT FEDERAL AND/OR STATE LAWS AND REGULATIONS MAY PROHIBIT CONTRACTOR FROM RECEIVING COMPENSATION OF ANY KIND FOLLOWING TERMINATION, AND THEREFORE FROM BECOMING VESTED, IN WHICH CASE THIS SECTION 4(e) SHALL NOT BE APPLICABLE AND CONTRACTOR SHALL NOT BE ENTITLED TO RECEIVE SOLICITOR S FEES UPON TERMINATION OF THIS AGREEMENT. f. Refunds. In the exercise of its sole discretion, GLOBAL ASSET MANAGEMENT GROUP reserves the right to, and may, refund to any Client all or any part of payments made by Client, and Contractor agrees to promptly reimburse GLOBAL ASSET MANAGEMENT GROUP for its expenses in connection therewith. Contractor further agrees to promptly repay GLOBAL ASSET MANAGEMENT GROUP all Investment Advisory Fees received by Contractor with respect to any refunds to Clients, and GLOBAL ASSET MANAGEMENT GROUP is hereby authorized to deduct from any other Investment Advisory Fees due or that may become due to Contractor hereunder, the amount due GLOBAL ASSET MANAGEMENT GROUP for any such expenses or Investment Advisory Fees to be repaid by Contractor. g. No other compensation. Except as set forth above in Paragraph 4(a) and (e), Contractor shall receive no other compensation of any kind whatsoever under this Agreement. Contractor will not receive any fringe benefits under this Agreement whatsoever including but not limited to insurance benefits, disability income, paid vacation, expense reimbursement or retirement benefits unless otherwise specifically provided for in this Agreement. Contractor expressly acknowledges and agrees that GLOBAL ASSET MANAGEMENT GROUP has no obligation to Contractor under this Agreement to pay Investment Advisory Fees or any form of compensation whatsoever in connection with Contractor s solicitation of Investment Advisory Services with respect to the investment sub-account of any variable life insurance or variable annuity product with respect to which a commission was paid to any person within the preceding twelve months. 5. Nature of Contractor s Relationship to Company. a. Independent Contractor. Contractor is engaged in his/her own business independent of GLOBAL ASSET MANAGEMENT GROUP and is an independent contractor under this Agreement. GLOBAL ASSET MANAGEMENT GROUP enters into this Agreement for the sole purpose of retaining Contractor to solicit

7 Investment Advisory Services. GLOBAL ASSET MANAGEMENT GROUP has no right to control or direct Contractor as to how Contractor solicits Investment Advisory Services, other than to the extent required to supervisory responsibilities imposed on GLOBAL ASSET MANAGEMENT GROUP by state or federal law or regulation. Contractor must exercise his own judgment in conducting his business but at all times Contractor s methods and manner of conducting business must be in accordance with the applicable requirements of the SEC, and other regulatory authorities. GLOBAL ASSET MANAGEMENT GROUP shall be permitted to perform such supervisory overview required by the aforementioned agencies and to issue such instructions as may be necessary to explain, clarify and to insure compliance with the directives of such agencies. Except for the aforementioned, Contractor is completely free from the will and control of GLOBAL ASSET MANAGEMENT GROUP not only as to what shall be done, but how it shall be done. Contractor is not required to work any specified hours, or specified days. Contractor is responsible for paying his own taxes, including but not limited to Federal Insurance Contributions, Social Security, Federal and State income taxes and any applicable sales taxes. b. Errors and Omissions and Fidelity Insurance Coverage. GLOBAL ASSET MANAGEMENT GROUP has contracted with one or more insurance companies to provide GLOBAL ASSET MANAGEMENT GROUP and its independent contractors with group plans for errors and omissions and fidelity insurance coverage. Contractor is required to participate in these group plans contracted with GLOBAL ASSET MANAGEMENT GROUP and monthly insurance premiums will be deducted by GLOBAL ASSET MANAGEMENT GROUP from Investment Advisory Fees due to Contractor. If Contractor s Investment Advisory Fees are insufficient to cover the monthly insurance premiums, then GLOBAL ASSET MANAGEMENT GROUP shall have the right to direct any GLOBAL ASSET MANAGEMENT GROUP Affiliate to offset such deficit against any earned fees due to Contractor, or, at the option of GLOBAL ASSET MANAGEMENT GROUP, Contractor may be billed for the total amount of accrued insurance premiums and such amount will be paid in full by Contractor within 15 days of the billing date, otherwise this Agreement will be terminated. GLOBAL ASSET MANAGEMENT GROUP may require Contractor to pay such premiums in advance. GLOBAL ASSET MANAGEMENT GROUP specifically reserves the right to modify insurance premiums charged without prior notice. Contractor s coverage under any other errors and omissions policy or policies does not alter its obligation to use those group insurance plans selected by GLOBAL ASSET MANAGEMENT GROUP. c. No Proprietary Interest. Contractor agrees that Contractor shall have no proprietary interest in, or ownership of, any Clients, other than Exempt Persons, other contractors of GLOBAL ASSET MANAGEMENT GROUP including Downline Contractors, or Investment Advisory Services. GLOBAL ASSET MANAGEMENT GROUP shall have exclusive proprietary interest in, or ownership, of all Clients, clients, and contractual relationships with other contractors and the Preferred Companies. 6. Compliance with GLOBAL ASSET MANAGEMENT GROUP Manual. The GLOBAL ASSET MANAGEMENT GROUP Manual contains policies and procedures of GLOBAL ASSET MANAGEMENT GROUP and the operational rules and regulations required by the various regulatory agencies including the SEC, and the various states. Contractor s failure to comply with, or failure to cause his Downline Contractors to comply with, the Manual as amended from time to time constitutes a material breach of this Agreement. CONTRACTOR, BY EXECUTION OF THIS AGREEMENT, AGREES THAT HE WILL ABIDE BY THE TERMS OF THE GLOBAL ASSET MANAGEMENT GROUP MANUAL. As an annual renewal requirement, Contractor will disseminate to his Downline Contractors all regulatory questionnaires required by GLOBAL ASSET MANAGEMENT GROUP and return the completed questionnaires to GLOBAL ASSET MANAGEMENT GROUP as required by GLOBAL ASSET MANAGEMENT GROUP. Contractor acknowledges that GLOBAL ASSET MANAGEMENT GROUP conducts an annual compliance review of its

8 contractors in order to ensure compliance with state and federal laws. As part of GLOBAL ASSET MANAGEMENT GROUP s annual review process, Contractor shall be required to fully and accurately complete an annual compliance review checklist or any other document that Contractor, in its sole discretion, deems necessary for conducting its annual compliance review. Contractor authorizes GLOBAL ASSET MANAGEMENT GROUP to investigate any and all statements made by Contractor on the checklist or other documents or during the annual compliance review process. Contractor agrees to release and hold harmless GLOBAL ASSET MANAGEMENT GROUP and its employees, officers, and agents from any action taken in connection with such investigation. Contractor acknowledges and understands that Contractor may be subject to administrative action up to and including Termination from GLOBAL ASSET MANAGEMENT GROUP for any oral or written misstatements or omissions made during GLOBAL ASSET MANAGEMENT GROUP s annual compliance review. GLOBAL ASSET MANAGEMENT GROUP reserves the right to charge for annual background fees. 7. Obligations upon Termination. Upon the Termination of this Agreement, all Investment Advisory Fees earned by Contractor prior to the effective date of Termination of this Agreement shall be paid by GLOBAL ASSET MANAGEMENT GROUP to Contractor within a reasonable period of time. Except for Solicitor s Fees which Contractor may become entitled to receive if Contractor becomes Vested in accordance with Paragraph 4(e) of this Agreement, no further compensation, other than the Investment Advisory Fees earned as of the effective date of Contractor s Termination, shall be payable to Contractor under this Agreement after Termination. However, GLOBAL ASSET MANAGEMENT GROUP or any GLOBAL ASSET MANAGEMENT GROUP Affiliate shall have the right to offset against any Investment Advisory Fees or Solicitor s Fees, any Debit Balance, indebtedness owed by Contractor to GLOBAL ASSET MANAGEMENT GROUP or to any GLOBAL ASSET MANAGEMENT GROUP Affiliate, or any charges made by GLOBAL ASSET MANAGEMENT GROUP or a GLOBAL ASSET MANAGEMENT GROUP Affiliate to Contractor occasioned by improper activity, etc. Upon Termination of this Agreement, any Debit Balances then or thereafter outstanding, and any Debit Balances that may thereafter exist, shall without notice immediately become due and payable and shall bear interest at the highest rate permitted under applicable law until paid. Contractor shall promptly surrender to GLOBAL ASSET MANAGEMENT GROUP all books and records relating to GLOBAL ASSET MANAGEMENT GROUP including but not limited to all applications and payments which Contractor may have in his possession or under his control at the time of Termination. 8. Material Amendment Required. If any term of this Agreement controverts the express, or in the opinion of GLOBAL ASSET MANAGEMENT GROUP s counsel, the intended provisions of any applicable regulatory authority or court decision, then said term shall be governed by said regulatory provision or decision and the subject term of this Agreement shall be deemed automatically amended or deleted as the case pertains. Should such amendment or deletion materially affect the substance of this Agreement, then this Agreement shall be subject to immediate termination upon written notice to the other party. 9. Arbitration of Grievances. The Parties agree that, except as specifically provided to the contrary in this Agreement, any Grievance shall be resolved exclusively by Good Faith Arbitration. For purposes of this Paragraph 9, the terms Party and Parties include GLOBAL ASSET MANAGEMENT GROUP, the Contractor and the Corporate People.

9 10. Extraordinary Relief. The Contractor acknowledges that GLOBAL ASSET MANAGEMENT GROUP would suffer extremely costly and irreparable harm, loss and damage if any of the provisions of this Agreement are violated by the Contractor. The Contractor agrees that GLOBAL ASSET MANAGEMENT GROUP shall be entitled to seek Extraordinary Relief to temporarily enjoin violations by the Contractor of this Agreement and that GLOBAL ASSET MANAGEMENT GROUP may seek Extraordinary Relief in the federal and state courts of the State of Florida, in any court of competent jurisdiction outside the State of Florida, as well as in Good Faith Arbitration and if justice requires, in more than one of them, all without having to first comply with the requirements of Paragraph 9. The specifics of this Paragraph 10 shall not be deemed to preclude or narrow the judicial or arbitral powers regarding Extraordinary Relief. 11. Contractor s Promise to Indemnify and Grant of Security Interest. a. Indemnification. The Contractor agrees to indemnify and hold harmless, from and against any and all Indemnified Losses which are incurred, sustained, suffered, or assessed against the Indemnified Party, or all or any combination thereof, because of, arising out of or as a result of any acts or omissions, including but not limited to a breach of Paragraph 3(m) or any breach of Contractor s contract(s) with Preferred Companies, by the Contractor and also any of Contractor s Downline Contractors. The Indemnified Party shall be entitled to use counsel of its own choosing, shall be entitled to determine the validity of the Indemnified Loss and shall not be required to notify the Contractor of the existence or progress of any claims or Indemnified Loss as a condition precedent to requiring payment by the Contractor to the Indemnified Party for an Indemnified Loss. b. Assignment. To secure the Contractor s promise of indemnification and the Contractor s obligation to repay his/her Debit Balance or his/her Downline Contractors Debit Balances, the Contractor hereby assigns to GLOBAL ASSET MANAGEMENT GROUP, and grants a continuing security interest to GLOBAL ASSET MANAGEMENT GROUP in, all Investment Advisory Fees and Solicitor s Fees otherwise payable to the Contractor by GLOBAL ASSET MANAGEMENT GROUP, to the extent necessary to satisfy GLOBAL ASSET MANAGEMENT GROUP for any such Indemnified Loss or any such Debit Balance obligations. This assignment is given to GLOBAL ASSET MANAGEMENT GROUP to secure the Contractor s obligations as set forth above and elsewhere in this Agreement. GLOBAL ASSET MANAGEMENT GROUP has the right to withhold Investment Advisory Fees and Solicitor s Fees in connection with this indemnity. 12. Representations and Warranties. Contractor expressly represents and warrants that the Contractor has the authority to enter into this Agreement and that Contractor is not and will not, by virtue of entering into this Agreement or otherwise, be in breach of any other agreement or any provision of any other agreement with any other company, agency, association, firm, person or corporation. Contractor further represents and warrants that Contractor has not engaged in nor will engage in any business practice or behavior nor has taken nor will take any action which has or will result in any violation of any restrictions or covenants to which Contractor is subject pursuant to any agreement to which Contractor was heretofore a party. Contractor represents that, as of the effective date of this Agreement, he will be duly registered with the appropriate state and federal regulatory authorities to sell investment advisory services or offer services of the type provided herein and shall offer and sell such services only in the state(s) in which he is so registered. Contractor will not solicit or attempt to solicit any monies for any services, cause, venture, organization, or association, without first obtaining written approval for such solicitation from an officer and registered principal of GLOBAL ASSET MANAGEMENT GROUP. Contractor is not a person: (a) subject to any SEC order issued under Section 203(f) of the 1940 Act, or (b) convicted within the previous ten years of any felony or misdemeanor involving conducted described in Section 203(e)(2)(A) through (D) of the 1940 Act, or (c) who has been found by the SEC to have engaged, or has been convicted of engaging, in any

10 of the conduct specified in paragraphs (1), (5) or (6) of Section 203(e) of the 1940 Act, or (d) is subject to an order, judgment or decree described in Section 203(e)(4) of the 1940 Act. 13. Entire Agreement. This Agreement, together with any written materials which are specifically referred to herein, constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes any prior written or oral representations relating thereto. 14. Modification of Agreement. Except as otherwise set forth in Paragraph 8 of this Agreement, no modification of this Agreement shall be valid unless made in writing by a duly authorized officer of GLOBAL ASSET MANAGEMENT GROUP. GLOBAL ASSET MANAGEMENT GROUP may from time to time modify this Agreement by giving written notice to Contractor of such modification. Unless Contractor elects to terminate this Agreement within thirty (30) days of such written notice, Contractor shall be deemed to have accepted all terms and conditions set forth therein. Any Investment Advisory Fees payable with respect to Investment Advisory Services sold pursuant to applications submitted by Contractor prior to the effective date of a modification shall not be increased or decreased by such modification. 15. Survival. Except as stated in Paragraph 4 and Paragraph 7 with respect to Investment Advisory Fees, notwithstanding anything herein contained to the contrary, all terms and conditions of this Agreement relating to or connected with the performance of either party s duties and obligations subsequent to the termination of this Agreement including, without limitation, those duties and obligations arising under Paragraphs 3(m) and 11, shall survive any Termination of this Agreement. 16. No Waiver. No waiver, express or implied, by GLOBAL ASSET MANAGEMENT GROUP of a default by Contractor under this Agreement, shall constitute a waiver of any subsequent default, and following a waiver, express or implied, a demand for strict compliance thereafter need not be served on Contractor. 17. Severability. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Nothing in this Agreement shall be interpreted as relieving Contractor from his obligations to comply with all applicable laws of the United States, the laws of the states in which the Contractor is registered or licensed, or the rules, regulations, interpretations and directives issued by the commissions, associations or other regulatory bodies with which the Contractor is, or may be, registered. To the extent this Agreement or any portion thereof shall be considered as in contravention of any such law or rules, this Agreement, or the applicable portion thereof, shall be deemed null and void and of no effect. 18. Headings. The paragraph headings contained in this Agreement are inserted for purposes of convenience of reference only and shall not affect the meaning or interpretation of this Agreement. 19. Interpretation. Unless otherwise provided in this Agreement, or unless the context otherwise requires, the following definitions and rules of construction shall apply herein. In this Agreement the neuter gender includes the feminine and

11 masculine and the singular number includes the plural, and the word person includes corporation, partnership, firm, or association wherever the context so requires. Shall and will and agrees are mandatory, may is permissive. All references to the term of this Agreement or the Agreement term shall include any extensions of such term. 20. Assignment. This Agreement constitutes a personal contract and Contractor shall not transfer or assign this Agreement or any part thereof without written consent of GLOBAL ASSET MANAGEMENT GROUP. The interests, rights and privileges of Contractor in and under this Agreement may not be assigned, pledged, hypothecated, or alienated, whether voluntarily or involuntarily to any person or entity other than GLOBAL ASSET MANAGEMENT GROUP. GLOBAL ASSET MANAGEMENT GROUP may from time to time desire to assign all or a part of its rights and obligations hereunder, and the Contractor consents and agrees to any such assignment by GLOBAL ASSET MANAGEMENT GROUP and agrees that, after such assignment, GLOBAL ASSET MANAGEMENT GROUP shall be released from all obligations and liabilities so assigned, so long as such obligations and liabilities are assumed by the assignee. 21. Governing Law. Since the parties acknowledge that significant aspects of performance of this Agreement will occur in the State of Florida, even though the business activities of Contractor may occur anywhere authorized, provisions of this Agreement (other than the provisions of Paragraph 3(m) hereof), including their interpretation and validity, will be governed and construed in accordance with the laws of the State of Florida. If Florida conflict or choice of law rules would choose a law of another state, each party waives such rules and agrees (other than with respect to Paragraph 3(m) hereof) the substantive law of the State of Florida shall nonetheless govern. The parties agree that, without waiver of their rights and obligations under Paragraph 9 hereof, unless expressly provided to the contrary in this Agreement, the state and federal courts of Florida shall have exclusive jurisdiction of any litigation between the parties and the Contractor expressly submits to the jurisdiction and venue of the federal and state courts sitting in either Seminole County, Florida or Orange County, Florida, with respect to any such litigation. 22. Third Party Litigation. Contractor shall not institute administrative, quasi-judicial, or judicial proceedings in the name of GLOBAL ASSET MANAGEMENT GROUP without the prior written consent of the President of GLOBAL ASSET MANAGEMENT GROUP. Contractor shall not institute administrative, quasi-judicial, or judicial proceedings in Contractor s name for any cause related to or connected with the sale of Investment Advisory Services, or other matters related thereto, or any other business transacted under this Agreement unless such action shall be approved in advance, in writing, by the President of GLOBAL ASSET MANAGEMENT GROUP. If either of the parties hereto is sued or otherwise becomes involved in any administrative, quasi-judicial, or judicial proceeding by reason of an alleged act of Contractor, GLOBAL ASSET MANAGEMENT GROUP may defend the suit, action or proceeding, or may require Contractor to defend the same, provided that if GLOBAL ASSET MANAGEMENT GROUP is dissatisfied with the manner in which such defense is conducted, GLOBAL ASSET MANAGEMENT GROUP may employ counsel to conduct such defense. All amounts paid by GLOBAL ASSET MANAGEMENT GROUP as a result of such suit, action or proceeding, including attorneys fees incurred by GLOBAL ASSET MANAGEMENT GROUP, shall be paid by Contractor. Without limiting the foregoing, Contractor shall pay all expenses including attorneys fees incurred by GLOBAL ASSET MANAGEMENT GROUP in any suit, action or proceeding in which GLOBAL ASSET MANAGEMENT GROUP establishes a breach of this Agreement by Contractor. Contractor shall immediately notify GLOBAL ASSET MANAGEMENT GROUP of any administrative, quasi-judicial or judicial proceedings naming

12 Contractor or GLOBAL ASSET MANAGEMENT GROUP as a party of which Contractor receives notice and shall deliver a copy of any written notices or pleadings served upon Contractor in connection therewith. 23. Notice. Except as otherwise expressly specified herein, all notices hereunder shall be in writing and shall be deemed to have been given or made if delivered personally or by an overnight delivery service, or mailed, by certified, registered or regular mail, postage prepaid to the parties at their respective address set forth herein: Global Asset Management Group, Inc. 101 S. Wymore Rd. Ste. 127 Altamonte Springs, FL or at such other address as shall be specified in writing by either of the parties to the other. All notices shall be deemed effective upon the earliest of delivery or five (5) days following deposit in the mail in accordance with the terms of this provision. 24. Time is of the Essence. Time is of the essence of this Agreement, and each covenant, term and condition herein. 25. Information Verification. The Contractor agrees that GLOBAL ASSET MANAGEMENT GROUP shall have the right to run credit, employment and other financial background investigations on the Contractor at any time GLOBAL ASSET MANAGEMENT GROUP deems useful, whether such investigation is conducted by GLOBAL ASSET MANAGEMENT GROUP or by an outside service or third party. The contractor consents to such investigations and consents to the disclosure of any person or entity to GLOBAL ASSET MANAGEMENT GROUP of any financial, background and employment information conducted by GLOBAL ASSET MANAGEMENT GROUP or by an outside service or third party. 26. No Obligation to Purchase Services. The Contractor is not required, as a condition of becoming an investment advisor representative of GLOBAL ASSET MANAGEMENT GROUP, to purchase any Investment Advisory Services and is not required to pay GLOBAL ASSET MANAGEMENT GROUP or the Preferred Companies any consideration except for the administrative fee to process his application for registration with GLOBAL ASSET MANAGEMENT GROUP. Further, the Contractor is not required to enter into any contract with GLOBAL ASSET MANAGEMENT GROUP or the Preferred Companies in order to purchase any Investment Advisory Services. 27. Attorneys Fees. In the event that any party hereto commences an action or arbitration to enforce any of the provisions hereof, the prevailing party in such action shall be entitled to an award of its reasonable attorneys fees and all costs and expenses incurred in connection therewith. 28. Non-Competition, Non-Solicitation, Confidentiality and Assignment of Developments. As a material inducement to cause GLOBAL ASSET MANAGEMENT GROUP to contract Investment Advisor Representative hereunder and in consideration of GLOBAL ASSET MANAGEMENT GROUP's contract with Investment Advisor Representative hereunder, Investment Advisor Representative hereby covenants and agrees as follows:

13 (a) At all times during Investment Advisor Representative s relationship with GLOBAL ASSET MANAGEMENT GROUP and for a period of two (2) years subsequent to the termination of Investment Advisor Representative's relationship with GLOBAL ASSET MANAGEMENT GROUP for any reason, Investment Advisor Representative shall not, directly or indirectly, alone or with others, on his own behalf or on behalf of another: (i) contact or solicit any person or entity who at such time is or, during the twelve (12) months prior to such time was, employed by or engaged as a consultant under contract to GLOBAL ASSET MANAGEMENT GROUP for the purpose of hiring that person or entity on behalf of any person or entity other than GLOBAL ASSET MANAGEMENT GROUP, or otherwise encouraging that person or entity to terminate their relationship with GLOBAL ASSET MANAGEMENT GROUP; (ii) hire on behalf of any person or entity other than GLOBAL ASSET MANAGEMENT GROUP any person or entity who at such time is, or during the 12 months prior to such time was, employed by or engaged as a consultant under contract to GLOBAL ASSET MANAGEMENT GROUP; or (iii) solicit for the benefit or account of any person or entity other than GLOBAL ASSET MANAGEMENT GROUP, any person, GLOBAL ASSET MANAGEMENT GROUP client or entity who at such time is, or during the 12 months prior to such time was, a customer/client of GLOBAL ASSET MANAGEMENT GROUP. (b) During and at all times following the Relationship Term, Investment Advisor Representative shall keep secret and retain in the strictest confidence all confidential matters and information relating to GLOBAL ASSET MANAGEMENT GROUP and/or any of their respective customers, including, without limitation, trade secrets, proprietary information, "know-how", "show-how", customer identities, information or lists, pricing policies, account and pricing valuation methods, operating methods or procedures, marketing plans or strategies, product development techniques or plans, designs or design projects, technical processes, formulae, source codes, inventions and research projects learned by him prior to and during his relationship with GLOBAL ASSET MANAGEMENT GROUP ("Confidential Information"). Investment Advisor Representative shall not disclose such Confidential Information to anyone other than authorized personnel of GLOBAL ASSET MANAGEMENT GROUP, or use such Confidential Information for his own benefit or for the benefit of any person or entity other than GLOBAL ASSET MANAGEMENT GROUP, except as required in the course of performing his duties as an Investment Advisor Representative of GLOBAL ASSET MANAGEMENT GROUP or as required by law, or if such matters become generally available to the public other than by (i) disclosure by Investment Advisor Representative or anyone else owing a duty of confidentiality to GLOBAL ASSET MANAGEMENT GROUP, provided Investment Advisor Representative has or reasonably should have actual or constructive knowledge that such disclosure was made in breach of such other person's duty of confidentiality, or (ii) Investment Advisor Representative's failure to put in place adequate protections to prevent disclosure of Confidential Information. In the event that Investment Advisor Representative is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, Investment Advisor Representative

14 shall provide GLOBAL ASSET MANAGEMENT GROUP, to the extent permitted by law, with prompt notice of such request or order so that GLOBAL ASSET MANAGEMENT GROUP may seek to prevent such disclosure. In the case of any disclosure required by law, Investment Advisor Representative shall disclose only that portion of the Confidential Information he is required to disclose. (c) Investment Advisor Representative agrees that any and all inventions, ideas, discoveries, improvements, processes, developments, designs, "know-how", "show-how", data, computer programs, algorithms, formulae, works of authorship, work modifications, trademarks, trade names, documentation, techniques, designs, methods, trade secrets, technical specifications, technical data, concepts, expressions and all other intellectual property rights or other developments whatsoever (collectively, "Developments"), whether or not patentable or registrable under copyright, trademark, or similar statutes or subject to analogous protection, made, authored, discovered, reduced to practice, conceived, developed or otherwise obtained by Investment Advisor Representative (alone or jointly with others, whether during business hours or otherwise and whether on any GLOBAL ASSET MANAGEMENT GROUP's premises or otherwise) during his relationship with GLOBAL ASSET MANAGEMENT GROUP, and arising from or relating to such relationship or the business of GLOBAL ASSET MANAGEMENT GROUP, or made using any GLOBAL ASSET MANAGEMENT GROUP's time, materials or facilities (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks) shall be promptly and fully disclosed to GLOBAL ASSET MANAGEMENT GROUP and to no one else and are and shall be the sole property of GLOBAL ASSET MANAGEMENT GROUP and/or its or their nominees or assigns as "works made for hire" (as that term is used under U.S. copyright law) or otherwise, and GLOBAL ASSET MANAGEMENT GROUP and/or its or their nominees or assigns shall be the sole owner of all patents, copyrights, and other rights in or connected with such Developments. Investment Advisor Representative agrees that all drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, maps and all other writings or materials of any type embodying any Developments are and shall be the sole and exclusive property of GLOBAL ASSET MANAGEMENT GROUP. To the extent any Developments are not or are deemed not to be works made for hire, Investment Advisor Representative hereby assigns to GLOBAL ASSET MANAGEMENT GROUP without further compensation all right, title and interest he has or may have in any Developments at that time or thereafter and agrees that he shall acquire no rights during the course of his relationship with GLOBAL ASSET MANAGEMENT GROUP with respect to Developments. During and after his relationship with GLOBAL ASSET MANAGEMENT GROUP, Investment Advisor Representative shall assist GLOBAL ASSET MANAGEMENT GROUP and/or their nominees or assigns (without charge but at no expense to Investment Advisor Representative) to obtain and maintain or enforce any patents, copyrights, mask works or other rights or protections relating to such Developments in all countries. Investment Advisor Representative irrevocably designates and appoints GLOBAL ASSET MANAGEMENT GROUP, and their duly authorized officers and agents as his agent and attorney-in-fact to execute and file any and all applications and other necessary documents and to do all other lawfully permitted acts to further the prosecution, issuance or enforcement of patents, copyrights, trade secrets and similar protections related to such Developments with the same legal force and effect as if Investment Advisor Representative had executed them himself. Investment Advisor (d) Investment Advisor Representative acknowledges and agrees that the restrictions contained in this Section 28 are material inducements to GLOBAL ASSET MANAGEMENT GROUP's relationship of

15 Investment Advisor Representative hereunder. Investment Advisor Representative further acknowledges that the restrictions contained in this Section 28 are reasonable in scope and duration, will not prevent him/her from earning a livelihood during the applicable period of restriction, are necessary to protect the legitimate interests of GLOBAL ASSET MANAGEMENT GROUP, and that any breach by Investment Advisor Representative of any provision contained in this Section 28 will result in immediate irreparable injury to GLOBAL ASSET MANAGEMENT GROUP for which a remedy at law would be inadequate. Accordingly, Investment Advisor Representative acknowledges that GLOBAL ASSET MANAGEMENT GROUP shall be entitled to seek permanent injunctive relief against Investment Advisor Representative in the event of any breach or threatened breach by Investment Advisor Representative of the provisions of this Section 28, in addition to any other remedy that may be available to GLOBAL ASSET MANAGEMENT GROUP whether at law or in equity. The provisions of this Section 28 shall remain unmodified and in full force and effect following the termination of Investment Advisor Representative's relationship. It is the intention of the parties to this Agreement that the covenants and restrictions set forth in this Section 28 be given the broadest interpretation permitted by law. 29. Communcation. All s correspondence with clients, representatives or anything related to GLOBAL ASSET MANAGEMENT GROUP, a Series 65/66 license or investment related MUST go through the company server address therefore using an address other than address is strictly prohibited. 30. License Hanging License Hanging is strictly prohibited with GLOBAL ASSET MANAGEMENT GROUP. License Hanging in this case means that a S65/66 licensed investment advisor representative with GLOBAL ASSET MANAGEMENT GROUP is using GLOBAL ASSET MANAGEMENT GROUP as a place to keep their S65/66 license active so it will not expire. This is strictly prohibited with GLOBAL ASSET MANAGEMENT GROUP. Therefore, if an investment advisors representative does not have any production (no accounts and no assets under management) after having their S65/66 license active with GLOBAL ASSET MANAGEMENT GROUP for 2 years, then the investment advisors representative s S65/66 license will be dropped by use of form U-5. IN WITNESS WHEREOF, GLOBAL ASSET MANAGEMENT GROUP has caused this Agreement to be executed in its corporate name by one of its corporate officers, and the Contractor has set his hand to this Agreement as of the day and year written below. Date: CONTRACTOR: GLOBAL ASSET MANAGEMENT GROUP, INC. By: (Contractor s Name) (Signature) By: (Contractor s Signature) Advisor Code Number:

16 GLOBAL ASSET MANAGEMENT GROUP, INC. INVESTMENT ADVISOR REPRESENTATIVE AGREEMENT GLOSSARY AND EXPLANATION OF TERMS The following sections ( Sections ) define and explain additional terms which apply to and are part of the Contractor s Investment Advisor Representative Agreement ( Agreement ). A. Advance Fees. Any monies that may be paid to Contractor as an advance loan against Contractor s Investment Advisory Fees or other compensation, including Contractor s Override Compensation, either or both of which are yet to be earned, that may become due and payable by GLOBAL ASSET MANAGEMENT GROUP or any GLOBAL ASSET MANAGEMENT GROUP Affiliate. B. Clients. Any person, or entity, from whom Contractor, or any of Contractor s Downline Contractors solicits or attempts to solicit applications for new accounts or applications for Investment Advisory Services. C. Corporate People. Any and all of the officers, directors and employees of GLOBAL ASSET MANAGEMENT GROUP or any GLOBAL ASSET MANAGEMENT GROUP Affiliate, whether present or past and whether in their individual or their corporate capacities. D. Covenants. Those covenants set forth below in this Section (D). 1. Valuable Assets of GLOBAL ASSET MANAGEMENT GROUP. The Contractor understands and acknowledges that GLOBAL ASSET MANAGEMENT GROUP has developed, through the expenditure of considerable sums of monies, and owns, the following valuable, special and unique assets: i) a competent network of contractually affiliated independent investment advisor representatives, which representatives are located throughout the United States but are and have been organized and trained, with the result that GLOBAL ASSET MANAGEMENT GROUP is a highly effective marketing organization; ii) a lasting and sophisticated relationship with the Preferred Companies; and iii) the Clients particularly insofar as GLOBAL ASSET MANAGEMENT GROUP receives its primary compensation from sales of Investment Advisory Services to such Clients. The Contractor understands and acknowledges that the Investment Advisory Fees the Contractor earns from the sale of Investment Advisory Services constitute, in part, compensation for producing the property rights of GLOBAL ASSET MANAGEMENT GROUP in its network of contractually affiliated investment advisor representatives and in the Investment Advisory Services sold by the Contractor or his/her Downline Contractors and for the Contractor s agreement herein not to violate or interfere with such property rights and not to breach the covenants set forth below. 2. Client Non-Replacement. The Contractor covenants that he/she will not, at any time during the term of this Agreement, and for a period of two (2) years thereafter, directly or indirectly, individually or in concert with another, induce or attempt to induce any Client to terminate or replace any of the Investment Advisory Services which have been sold by the Contractor or his/her Downline Contractors. In this Section D, the term Client shall be limited during the two (2) year period after the Termination of this Agreement to those Clients known to Contractor

17 i) to whom the Contractor or his/her Downline Contractors sold Investment Advisory Services; and ii) who reside, at the time of the inducement or attempted inducement, in the geographical area within fifty (50) miles of the location of the Contractor s office(s) during the eighteen (18) month period preceding Termination of this Agreement. The Contractor understands and acknowledges that this Section D (2) is not a nonsolicitation covenant; it is a non-replacement covenant. For purposes of this Agreement the Contractor s office shall mean that office or offices from which the Contractor, during the eighteen (18) month period preceding Termination of the Agreement, conducted his business operations as an Contractor of GLOBAL ASSET MANAGEMENT GROUP. The Contractor agrees and acknowledges that a breach of the Contractor s promise in this Section D (2) would constitute wrongful interference with contractual rights of GLOBAL ASSET MANAGEMENT GROUP. 3. Contractor Non-Recruitment. The Contractor covenants that he/she will not, at any time during the term of this Agreement, and for a period of two (2) years thereafter, directly or indirectly: i) induce or attempt to induce any person then who is contractually affiliated with GLOBAL ASSET MANAGEMENT GROUP as an investment advisor representative, or any member of GLOBAL ASSET MANAGEMENT GROUP administrative staff, to terminate their relationship with GLOBAL ASSET MANAGEMENT GROUP; or ii) hire, induce or attempt to hire or induce any such persons to sell or solicit products and services which are competitive with the Investment Advisory Services for any person or entity other than GLOBAL ASSET MANAGEMENT GROUP. The Contractor s covenants in the preceding sentence are limited and only apply with respect to any person known to contractor to have resided in or engaged in GLOBAL ASSET MANAGEMENT GROUP related business activities in the geographic area within fifty (50) miles of the location of the Contractor s office(s) during the eighteen (18) month period preceding termination of this Agreement. The Contractors acknowledges that any violation of this Section D(3) by the Contractor with respect to any member of GLOBAL ASSET MANAGEMENT GROUP s network of contractually affiliated investment advisor representatives constitutes wrongful interference with GLOBAL ASSET MANAGEMENT GROUP s contractual relationship with such persons and with GLOBAL ASSET MANAGEMENT GROUP s and the Preferred Companies administrative staffs. 4. Non-Disclosure Covenant. The Contractor will not use, disseminate or reveal, other than on behalf of GLOBAL ASSET MANAGEMENT GROUP as authorized by GLOBAL ASSET MANAGEMENT GROUP or the Preferred Companies, while this Agreement is in force, or within two (2) years after Termination of this Agreement, any confidential information or trade secrets of GLOBAL ASSET MANAGEMENT GROUP or of the Preferred Companies, which the Contractor has or hereafter receives, including any Client or investment advisor representative list, whether obtained from GLOBAL ASSET MANAGEMENT GROUP or any other person, or compiled by or on behalf of the Contractor; provided, however, that confidential information does not include information which becomes generally available to the public other than as a result of disclosure by the Contractor or any member of GLOBAL ASSET MANAGEMENT GROUP s network of contractually affiliated investment advisor representatives. The Contractor agrees that immediately upon the Termination of this Agreement he/she will return all documents, files and lists containing any confidential information or trade secrets to GLOBAL ASSET MANAGEMENT GROUP and the same shall not be copied or duplicated. For purposes of this Agreement the term confidential information means any and all confidential and proprietary data and information created by or belonging to GLOBAL ASSET MANAGEMENT GROUP which has value to and are not generally known by the competitors or potential competitors of GLOBAL ASSET MANAGEMENT GROUP now or hereafter acquired or disclosed to the Contractor.

18 5. Non-Solicitation. The Contractor shall not, at any time during the term of this Agreement, directly or indirectly, individually or in concert with another, solicit or attempt to solicit, induce or attempt to induce any member of GLOBAL ASSET MANAGEMENT GROUP s network of contractually affiliated investment advisor representatives to purchase any investment advisory services other than the Investment Advisory Services. 6. Covenants of Other Contractors and Harm to GLOBAL ASSET MANAGEMENT GROUP. The Contractor acknowledges that all members of GLOBAL ASSET MANAGEMENT GROUP s network of contractually affiliated investment advisor representatives have executed agreements with GLOBAL ASSET MANAGEMENT GROUP containing covenants identical or similar to the Covenants and that any act by the Contractor to induce or attempt to induce any member to breach any portion of his/her agreement with GLOBAL ASSET MANAGEMENT GROUP would constitute wrongful interference with the contractual rights of GLOBAL ASSET MANAGEMENT GROUP with such member. The Contractor acknowledges that GLOBAL ASSET MANAGEMENT GROUP would suffer extremely costly and irreparable harm, loss and damage if, during the term of the Covenants, the Contractor should violate any of said Covenants. 7. Equitable Relief. The Contractor acknowledges and agrees that, in the event that he/she were to violate or threaten to violate any of the Covenants, GLOBAL ASSET MANAGEMENT GROUP s recovery of damages would be inadequate to protect GLOBAL ASSET MANAGEMENT GROUP. Accordingly, the Contractor agrees that, in the event of a violation, actual or threatened, of any such Covenants, GLOBAL ASSET MANAGEMENT GROUP shall be entitled to injunctive relief and specific performance, notwithstanding any other provision of this Agreement to the contrary. The Contractor acknowledges and agrees that injunctive relief and specific performance are appropriate and necessary in the event of a violation, actual or threatened, of such covenants because there may be no adequate remedy at law for violation of any of such Covenants in that, among other reasons, the property rights of GLOBAL ASSET MANAGEMENT GROUP which are protected by such covenants are unique assets which cannot be readily replaced in any reasonable period of time or in any other way adequately protected. 8. Reasonableness and Severability. The Contractor acknowledges that the Covenants do not restrict the geographic areas in which the Contractor may have Downline Contractors and in which the Contractor or such Downline Contractors may solicit for the sale of Investment Advisory Services and that members of GLOBAL ASSET MANAGEMENT GROUP s network of contractually affiliated investment advisor representatives frequently share offices with and have access to Client information of other members, whether or not in the Contractor s hierarchy. Accordingly, the Contractor acknowledges and agrees that the Covenants would be reasonable even with a much broader geographical limitation. The Contractor understands that these Covenants constitute consideration for all post-termination accrual or payment of any Investment Advisory Fees, including Override Compensation and Solicitor s Fees. The Contractor agrees that the Covenants are reasonable as to the Contractor and necessary to protect the interest of GLOBAL ASSET MANAGEMENT GROUP and that GLOBAL ASSET MANAGEMENT GROUP would not associate with the Contractor unless he/she entered into these Covenants. The Covenants and the acknowledgments and agreements contained in this Section D are severable and separate, and should a court determine any covenant or portion thereof to be unenforceable, it shall not affect the validity of any other paragraph of this Agreement or portion thereof. The Covenants and the acknowledgments and agreements in this Section D shall be construed as independent of any other provision in this Agreement, except (notwithstanding Paragraph 17) accrual and payment of Investment Advisory Fees, Override Compensation and Solicitor s Fees. The existence of any other claim or cause of action of the Contractor, whether predicated on this Agreement or otherwise, shall not constitute a defense to these Covenants or the acknowledgments.

19 9. Collateral Consequences. In addition to the rights GLOBAL ASSET MANAGEMENT GROUP has to enforce the Covenants, the Contractor agrees and understands that in the event of any breach by him/her of any of the Covenants or the provisions of this Section D, whether during the term of or after the Termination of this Agreement, no further Investment Advisory Fees or Solicitor s Fees shall accrue or be payable to Contractor by GLOBAL ASSET MANAGEMENT GROUP or any GLOBAL ASSET MANAGEMENT GROUP Affiliate or shall be accrued or paid to reduce any Debit Balance, and any Debit Balance shall thereafter be immediately due and payable by the Contractor. Compliance with each of the Covenants is an express condition for the accrual, earning or payment of any Investment Advisory Fees, Override Compensation, and Solicitor s Fees by GLOBAL ASSET MANAGEMENT GROUP or any GLOBAL ASSET MANAGEMENT GROUP Affiliate and the parties do not intend for any payment provisions under this Agreement to be enforceable by the Contractor independent of his observance of these Covenants. E. Debit Balance. The balance remaining from time to time after subtracting the Investment Advisory Fees or any other compensation actually earned but unpaid, which are due and payable by GLOBAL ASSET MANAGEMENT GROUP or a GLOBAL ASSET MANAGEMENT GROUP Affiliate to Contractor, from any money and value owed (regardless of whether it is then due or not) by Contractor to GLOBAL ASSET MANAGEMENT GROUP or to any GLOBAL ASSET MANAGEMENT GROUP Affiliate, including but not limited to expenses; license fees; commissions, Investment Advisory Fees, and expenses that Contractor is required to refund to GLOBAL ASSET MANAGEMENT GROUP or a GLOBAL ASSET MANAGEMENT GROUP Affiliate because of Client or customer cancellations, rights of withdrawal, non-renewals, terminations, lapses or otherwise; Advance Fees; Debit Balances of Contractor s Downline Contractor(s); expenses and fees incurred by GLOBAL ASSET MANAGEMENT GROUP or any GLOBAL ASSET MANAGEMENT GROUP Affiliate in attempting to register prospective downline contractors of Contractor; GLOBAL ASSET MANAGEMENT GROUP or any GLOBAL ASSET MANAGEMENT GROUP Affiliate claims for indemnification against Contractor; and other claims by GLOBAL ASSET MANAGEMENT GROUP or any GLOBAL ASSET MANAGEMENT GROUP Affiliate against Contractor; and any and all money and value which may be paid, advanced, or credited by or on behalf of GLOBAL ASSET MANAGEMENT GROUP or any GLOBAL ASSET MANAGEMENT GROUP Affiliate, to, or for the benefit of, Contractor. F. Divestiture. Notwithstanding anything in this Agreement to the contrary, after termination of this Agreement for any reason, Contractor s violation or failure to comply with any promise, obligation, covenant, warranty or representation contained in this Agreement or in any IAR Guideline or Rule that survives the termination of this Agreement, will result in the automatic forfeiture by Contractor or his designated beneficiary of any Vested right to receive Solicitor s Fees. G. Downline Contractor. Any contractor of GLOBAL ASSET MANAGEMENT GROUP or any GLOBAL ASSET MANAGEMENT GROUP Affiliate upon whose sales activities, fees or revenue production Contractor is entitled to earn Override Compensation. H. GLOBAL ASSET MANAGEMENT GROUP Manual. GLOBAL ASSET MANAGEMENT GROUP s Supervisory & Compliance Procedures Manual, available at GLOBAL ASSET MANAGEMENT GROUP s website, as in effect from time to time. The GLOBAL ASSET MANAGEMENT GROUP Manual will be amended from time to time and GLOBAL ASSET MANAGEMENT GROUP will provide Contractor with such amendments.

20 I. GLOBAL ASSET MANAGEMENT GROUP Affiliate. Any legal entity which is identified from time to time on GLOBAL ASSET MANAGEMENT GROUP s website as an affiliate of GLOBAL ASSET MANAGEMENT GROUP, and from whom Contractor is entitled and authorized to receive compensation with respect to the sale of products or services; specifically including but not limited to Financial Advisors International, Inc., The Mortgage Alliance, Inc., The Realty Factor, Inc., and Realty Referral Alliance, Inc. J. Good Faith Arbitration. The procedures set forth in this Section J to resolve all Grievances, unresolved in the normal course of business, to the extent that any party to the Agreement (either a Party and together the Parties ) wishes to pursue the matter further. 1. General. All Grievances shall be resolved by good faith arbitration in accordance with the Rules, except that, or in addition to such Rules: i) in order to assure neutrality and impartiality of the arbitrator(s), and to preserve the confidentiality of proprietary information, the arbitrator(s) shall not be any present or past owner, officer, director, employee, consultant, contractor, agent, registered representative, attorney or other representative of any insurance company, insurance broker or insurance agency, securities broker, securities dealer or mortgage company, investment advisor, or of any affiliate of any of them; ii) the Parties may be entitled to such discovery and protective orders as provided herein; iii) the locale where the arbitration shall be held is 101 S. Wymore Rd. Ste. 127 Altamonte Springs, FL or, if that location is not convenient for all Parties, they shall try to devise a way so that it is convenient, or if that location cannot be made convenient, at such other place as the Parties may agree, or, if they cannot agree, then as may be set by the American Arbitration Association; iv) a transcript shall be made on the proceeding; and v) the arbitrator s(s ) award shall state their findings of fact and conclusions of law. 2. Judicial Review of Award. The award, including such findings and conclusions may be reviewed, vacated, modified or corrected upon application or petition of any Party brought within thirty (30) days after the date of the award, by a court of competent jurisdiction, provided that in addition to the grounds stated in the United States Arbitration Code, 9 U.S.C. 1, and following, or in any other applicable law or statute, the court may also vacate, modify or correct the award if the conclusions of law are contrary to law, or if the findings of fact are not supported by the facts (as determined by whether there was any pertinent and material evidence to support the findings). Otherwise, or in compliance with the court s review, the decision of the arbitrator(s) shall be final and binding. Judgment upon the award rendered by the Arbitrator(s), or judgment upon the award as reviewed by the court, may be entered in any court having jurisdiction thereof. 3. Discovery, Protective Orders. Discovery (in the form of production of documents and depositions) of evidence pertinent and material to the Grievance, may be ordered by the arbitrator(s). The discovery shall be on such terms and at such times and locations as ordered by the arbitrator(s) and their orders may be enforced by courts of competent jurisdiction. In connection with all discovery and hearings regarding good faith arbitration, the Arbitrator(s) shall have the power to enter such protective orders as are proper under the circumstances, and the protective orders may be enforced by courts of competent jurisdiction. 4. Waiver of Litigation. The Parties acknowledge and agree that they are engaged in, and that this Agreement evidences transactions involving, interstate commerce and that, except as specifically provided to the contrary in this Agreement, this Section K is and shall be the Parties exclusive remedy for any Grievance arising out of or relating to this Agreement, or the breach thereof. It is the intent of the Parties that, except as specifically provided to the contrary in this Agreement, to the fullest extent allowed by law all Grievances, including any claim or defense (whether created or governed by federal, state or local law, rule or regulation) shall be resolved