Investment Advisory Agreement

This Investment Advisory Agreement ( Agreement ) is entered into by and between ( Client ), SPC Financial (SPC) a U.S. Securities & Exchange Commission ( SEC ) Independent Registered Investment Adviser, and as an Investment Adviser Representative ( IAR ) of SPC. IAR and SPC hereinafter are jointly referred to as SPC, unless specific references are made to the duties of the IAR. In consideration of the mutual benefits to be derived from this Agreement, SPC and the Client agree to the following terms and conditions: 1. Investment Advisory Services. SPC through its IARs may provide Client Investment Advisory Services described on Schedule A, incorporated herein ( Financial Planning ), and on-going review and recommendations of Client s securities account(s) ( Portfolio Management ) as defined in paragraph 3(B). In conjunction with the Financial Planning services described on Schedule A, IAR generally will assist the Client in defining personal financial goals and objectives to be pursued in the areas indicated on Schedule A, and to supply analysis and recommendations as to the actions and investment strategies necessary to attain the selected goals and objectives. In addition, IAR may advise Client on asset allocations, investment selection, and other matters related to Client assets held in accounts not with SPC s affiliated Broker Dealer (see paragraphs 3(B) and 6). 2. Client Responsibilities. Client recognizes that the value and usefulness of Investment Advisory Services will be dependent upon the information that the Client provides to SPC. All investment advice and recommendations made by SPC or the IAR under this Agreement will be based upon the information provided by the Client. Client shall respond promptly to any reasonable request for information or document made by SPC. Client warrants and represents that such information is and will at all times be accurate and complete. Client will promptly notify SPC in writing of any material changes to their financial condition that may affect the services being provided to Client pursuant to this Agreement, including but not limited to: investment objectives, risk tolerance, net worth, annual income, and investment time horizon. 3. Fees. (A) Financial Planning. Client shall pay SPC for Financial Planning services provided in accordance with this Agreement as follows (fees are negotiable between SPC and the Client, and are due and payable by Client upon receipt of SPC invoice; SPC reserves the right to offset or waive fees or a portion thereof): i. Initial Financial Planning fee: Check Applicable Option: Flat fee or Hourly @ per hour ii. Annual Financial Planning Update fee: Check Applicable Option: Flat fee or Hourly @ per hour (B) Portfolio Management. Client may pay SPC for Portfolio Management services provided in accordance with this paragraph an annual fee as defined per SPC s affiliated Broker Dealer Agreement(s), said Broker Dealer Agreement(s) to be executed separately and incorporated by reference herein. The annual Portfolio Management fee is for on-going review, recommendations, and implementation by SPC of transactions for securities held in the Client accounts(s) specified in the affiliated Broker Dealer Agreement(s). Any Client securities not held in an affiliated Broker Dealer account are not subject to the annual Portfolio Management fee, and are expressly excluded from any and all services to be provided by SPC pursuant to this paragraph 3(B). SPC s Broker Dealer affiliation is with Raymond James Financial Services, Inc. ( Raymond James ). Raymond James or its affiliate serves as sole custodian of all Client accounts and funds. (C) Payment Authorization: Method of Payment (check one): Client Check Credit Card (D) The fee(s) quoted herein is based on the good faith representations of both parties. Changes in Client circumstances, omission of relevant facts or other information may require Financial Planning and/or annual Portfolio Management fees to be modified or updated at additional expense to Client. Fees may be higher or lower than comparable services offered by other investment advisory firms. 1

4. Legal, Accounting and Actuarial Tax Services. It is understood and agreed by the Client that SPC or its IARs will not provide legal, accounting or actuarial advice nor will SPC or its IARs prepare any legal, accounting, or actuarial documents. Client is urged to work closely with their attorney, accountant, and all other professionals deemed necessary in implementing any recommendations made in conjunction with the investment advisory consulting services provided under this agreement. 5. Recommendations and Conflicts of Interest. Client is under no obligation to implement or follow the recommendations or investment advice provided by the SPC IAR, and implementation of any portion or all of the SPC IAR s recommendations or investment advice is at the discretion of the Client. Client confirms that SPC is entitled to give advice and take action with respect to any of its other clients that may differ from advice given or the timing or nature of action taken with respect to Client so long as it is SPC s policy, to the extent practicable, to allocate investment opportunities to Client over a period of time on a fair and equitable basis relative to other clients. Client understands that SPC and its IARs are also engaged in the securities business and sell insurance and investment products. SPC and/or the IAR may earn a commission and/or receive other compensation for implementation of any recommendation or investment advice implemented for or on behalf of the Client. Client has no obligation to purchase or sell any investment, insurance, or other product or service from SPC and/or its affiliates. Client is free to choose any broker or agent to implement any recommendations or investment advice. Client understands that SPC and its IARs may have a conflict of interest in preparing any recommendations when the recommendations will be implemented through SPC s affiliated Broker Dealer. Client acknowledges that implementation of only a portion of the recommendation(s) or investment advice may have an adverse effect on the overall objectives of the investment advisory consulting services provided to Client. 6. Order Aggregation. SPC shall be entitled to aggregate securities purchase and sale transactions for Client account(s) with similar transactions being made contemporaneously for other accounts managed by SPC, if, in SPC s reasonable judgment, such aggregation is reasonably likely to result in an overall economic benefit to Client s account(s), based on an evaluation that the account(s) is benefited by relatively better purchase or sale prices, lower commission expenses or beneficial time of transactions, or a combination of these and other factors. In many instances, the purchase or sale of securities for Client account(s) will be effected substantially simultaneously with the purchase or sale of like securities for the accounts of other clients of SPC, or its affiliates. Such transactions may be made at slightly different prices, due to the volume of securities purchased or sold. In such event, the average price of all securities purchased or sold in such transactions may be determined, and Client may be charged or credited the average transaction price. 7. Limitation of Liability. Client agrees that all financial planning and investment advice provided by SPC shall be limited to the Financial Planning services described herein, and if applicable, to the ongoing review and recommendations of securities held in the accounts(s) specified in the Broker Dealer Agreement(s) ( Portfolio Management ). To the fullest extent permitted under applicable law, SPC shall not be liable to Client for any losses incurred by Client that arise out of or are in any way connected with any recommendation or other act or failure to act of SPC or an SPC IAR under this Agreement, including but not limited to any error in judgment with respect to Client s account(s), so long as such recommendation or other act or failure to act does not constitute a breach of SPC s fiduciary duty to Client. Client shall indemnify and defend SPC and each of its officers, employees, shareholders and agents and hold each harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, by reason of any act or omission of Client or any custodian, broker, agent or other third party selected by SPC in a commercially reasonable manner or selected by Client, including without limitation all expenses related to Client s account(s). Client understands that there is no guarantee the Client s investment objectives will be achieved, and that investments in securities are not guaranteed in any manner, and can lose all or a portion of monies invested. Client further understands and acknowledges that neither SPC nor its IAR, when advising Client on assets held away from Raymond James in a qualified retirement account, is acting as a fiduciary in relation to said assets. 8. ERISA. If Client is an Employee Benefit Plan ( Plan ), the individual executing this Agreement on behalf of Client understands that ERISA requires a fiduciary to discharge its duties respecting a plan solely in the 2

interest of the Plan s participants and beneficiaries and in a prudent fashion. Accordingly, the individual executing this Agreement represents they have the power and authority under the Plan to employ registered investment advisers, and have acted prudently with respect to the participation in this Agreement. 9. Authority to Contract; Third-Party Beneficiaries. If the Client is not an individual (i.e. a corporation, partnership, trust or retirement plan), the party executing on behalf of the Client (hereafter Authorized Person ) represents that he or she is fully authorized to execute this Agreement with SPC and to act on behalf of the Client in connection with the services to be provided to the Client by SPC under this Agreement. The Client and the Authorized Person agree to provide to SPC upon the request of SPC any and all additional documentation necessary to establish the authority of the Authorized Person to act on behalf of the Client. Neither party intends for this Agreement to benefit any third-party not expressly named in the Agreement. 10. Assignment. This Agreement shall not be assigned without the prior written consent of the other party. 11. Compliance with Laws/Governing Law. Investment Advisory services performed by SPC shall be in compliance with the Investment Advisers Act of 1940, as amended, rules enacted thereunder, and applicable state laws regulating the services provided under this Agreement. This Agreement shall be governed and construed under the laws of the State of Maryland, and in a manner consistent with the Investment Advisers Act of 1940, as amended. 12. Receipt of Documents. Client acknowledges receipt of SPC s Form ADV Part II, an executed copy of this Agreement, and the SPC Privacy Policy. 13. Term. This Agreement shall commence upon acceptance and execution by the Client and upon acceptance and execution of SPC s compliance department. This Agreement shall run year to year until termination occurs in accordance with the terms hereof. 14. Termination. Client may terminate this Agreement without penalty within five (5) business days from the date set forth below. Otherwise, either party may terminate this Agreement upon written notification to the other party. If Client retains SPC for Initial Financial Planning services only, this Agreement shall terminate once the Initial Financial Planning services described on Schedule A have been rendered by the IAR and payment for such services is received from the Client. If Agreement is terminated before completion of services, any unearned fee paid by Client will be refunded back to the Client. Upon termination of this Agreement, SPC will not be obligated to provide any further Investment Advisory Services to Client. Termination of this Agreement does not automatically terminate SPC or its IAR as the financial advisor or agent of record on any Client Broker Dealer accounts, direct mutual fund and variable annuity accounts, or insurance contracts. 15. Confidentiality. All information and investment advice furnished by either party to the other, including their agents and employees, shall be treated as confidential and not disclosed to third parties except as agreed upon in writing or required by regulatory agencies and/or state or federal law. 16. Severability. The provisions of this Agreement shall be severable, and if any provision herein shall be determined to be illegal, unenforceable or void, the remaining provisions of this Agreement shall be deemed to be valid and fully enforceable. 17. Headings. Section headings of this Agreement are included for convenience only. Headings shall not affect the meaning or the terms in any section. 18. Outside Activity Disclosure. Client understands that the investment advisory services set forth in Schedule A are offered by IAR in his/her individual capacity through SPC Financial, Inc. and not in the capacity as a registered representative of Raymond James, or any of its affiliates. Client hereby acknowledges that neither Raymond James nor any of its affiliates have recommended, reviewed or approved these services. Further, Raymond James has not conducted any due diligence regarding these services. Client is not or has not relied upon Raymond James or its affiliates to pass upon the suitability or appropriateness of any investment advisory services. Client hereby agrees to release, hold harmless, and indemnify Raymond James and any of its officers, directors and affiliates from any and all claims which may now have or hereinafter arise in connection 3

with investment advisory services, including, but not limited to, any losses, lost profits, expenses (including attorney s fees) and costs. 19. Arbitration. Client, SPC and its IAR(s) agree that all controversies which may arise between parties concerning any transaction or the construction, performance or breach of this or any other agreement between parties pertaining to investment advisory services, whether entered into prior, on, or subsequent to the date hereof, shall be determined by arbitration. Any arbitration shall be before FINRA, American Stock Exchange, Inc., or where appropriate, the Chicago Board Options Exchange, Inc., as the Client may elect. If the Client fails to make this election within five (5) business days of receipt of a written request from SPC to make such election, then Client authorizes SPC to make this election. Arbitration shall be final and judgment upon the award rendered and may be entered for verification into any court, State or Federal, having jurisdiction. Client specifically agrees that at least one of the arbitrators must be knowledgeable of financial planning concepts and the financial planning process. Arbitration is final and binding on the parties. The parties are waiving their right to seek remedies in court, including the right to jury trial. Pre-arbitration discovery is generally more limited than, and different from, court proceedings. The arbitrators award is not required to include factual findings or legal reasoning, and any party s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. This clause does not constitute a waiver of any rights provided by the Investment Advisers Act or other applicable federal securities laws, including the right to choose the forum in which to seek resolution of disputes. This agreement contains a pre-dispute arbitration clause immediately above. Dated this day of,. Client(s): (Signature) (Signature) (Address) SPC Financial, Inc.: (Investment Adviser Representative Signature) (Investment Adviser Representative Signature) (SPC Financial, Inc. Compliance Officer) (Date) March 2014 Copyright 2014 3202 Tower Oaks Boulevard Suite 400 Rockville, MD 20852-4216 4 301-770-6800 www.spcfinancial.com

SCHEDULE A Sections checked refer to investment advisory consulting services to be rendered to Client. SERVICE DESCRIBED Financial Planning Review one or more of the following investment advisory consulting services as indicated (select one or more). A. Financial Statement Preparation and Analysis B. Investment Analysis C. Retirement Needs Analysis D. Education Needs Analysis E. Survivor Needs Analysis F. Employer Retirement Plan Review and Allocation G. Federal & State Income Tax Review H. Life Insurance Review I. Disability Insurance Review J. Long Term Care Insurance Review K. Business Interest Review L. Estate Tax Planning M. Gift Tax Planning N. Other Client(s): (Name) (Name) March 2014 Copyright 2014 3202 Tower Oaks Boulevard Suite 400 Rockville, MD 20852-4216 Schedule A 5/ Addendum 301-770-6800 www.spcfinancial.com