INVESTMENT ADVISORY AGREEMENT THIS INVESTMENT ADVISORY AGREEMENT is made on the Effective Date identified below by and between the investment advisors affiliated with BCG Securities, Inc. ( Advisor ), and ( Client ), with reference to the following: A. Client sponsors and maintains retirement plans ("Plan"), which are qualified under section 401(a) of the Internal Revenue Code of 1986, as amended, and subject to the Employee Retirement Income Security Act of 1974 ( ERISA ). Client has the power and authority to designate and direct investment alternatives under the terms of the Plan and to enter into contractual arrangements with third parties to assist in the discharge of these and related duties. The type of Plan is specified on Appendix A. B. As identified on the attached ADV Part II, Advisor is a registered investment advisor under the Investment Advisers Act of 1940, as amended (the Act ), and will render advisory services to defined contribution plans under this Agreement through its employees and employees who are registered as advisory representatives of Advisor ( registered advisors ). C. In connection with and in discharge of its duties with respect to the Plan, Client desires to engage the services of Advisor for the purposes specifically set forth below. NOW, THEREFORE, in consideration of the following mutual promises and covenants, Client and Advisor agree as follows: 1. Advisory Services. Advisor shall provide the services described below. a. Performance Monitoring of Investment Manager(s). Advisor will perform ongoing monitoring of the investments held by or offered as investment options under the Plan. In either case, the investment manager(s) or investments will be evaluated according to the established guidelines as outlined in the IPS and investment portfolio characteristics, performance of duties, and investment process and philosophy. 2. Term. The term of this Agreement shall commence on the Effective Date and shall continue unless and until terminated by either party on not less than 60 days written notice to the other party. If the effective date of termination of this Agreement occurs during the quarter in which the notice of termination is given and is other than the last day of a calendar quarter for which the Advisor has received payment, Advisor shall be entitled to retain its entire fee for such quarter; provided that if the termination date extends beyond the last day of the quarter in which the notice is given and into a BCG Securities, Inc. 888-394-2247 1
new calendar quarter for which Advisor has not been previously paid, the Client shall pay to Advisor a pro rata portion of its quarterly fee for such additional period. Any such additional fee shall be paid concurrently with the notice of termination if given by Client and within 5 business days following the notice of termination by Advisor. A copy of Part II of Advisor s Form ADV filed with the Securities and Exchange Commission accompanies this Agreement, and, notwithstanding the foregoing, Advisor acknowledges that Client shall have five business days from the Effective Date to terminate this Agreement. 3. Compensation. In the manner set forth below, Advisor shall be paid % of 401(k) Plan assets. The Advisor shall apply as an offset to their fee any revenues receive from investment managers. Client agrees to pay the fees described in Section 3 of this Agreement, which fees will be deducted directly from the particular Account, unless Advisor and Client agree otherwise. As used herein, the phrase "Value of the Account" means the sum of the market value of all Investments. Margin debit balances do not reduce the Value of the Account. An initial fee shall be paid from the Account within thirty days of BCG Securities, Inc.'s acceptance of this Agreement based upon the Value of the Account on the date of acceptance for the partial calendar quarter beginning on such date. Thereafter, a quarterly fee shall be paid generally within the first ten business days of each succeeding calendar quarter based upon the Value of the Account on the last business day of the prior calendar quarter. No fee adjustment will be made during any fee period for appreciation or depreciation in the value of the assets in the Account during that period. Client will maintain or deposit sufficient funds in the Account to cover payment of all fees and charges payable under this Agreement and Client authorizes BCG Securities, Inc. to debit the Account balances or redeem money market shares in an amount equal to all such fees and charges when due. If the Account does not have a sufficient balance of funds or money market shares to make any payment on its due date, BCG Securities, Inc. may sell any additional securities in the Account, without notice to Client, in order to generate proceeds sufficient to pay such fees. In such a case, the funds will be liquidated pro-rata, unless within five days after being notified by BCG Securities Inc., of its intent to liquidate funds, the Client provides BCG Securities, Inc., other written liquidation instructions. 4. Representations, Warranties and Disclosures of Client. a. The Client acknowledges that (i) it has selected the investments to be held by or offered under the Plan, (ii) Advisor is acting in an advisory capacity only and has no discretion over the investments held by or offered under the Plan, (iii) Client has been advised by Advisor that investments fluctuate in value and the value of the investments when sold may be greater or lesser than the BCG Securities, Inc. 888-394-2247 2
original cost, and (iv) past investment performance does not necessarily guarantee any level of future investment performance. The Client further acknowledges that delivery of the reports described in Section 1.c. above depends upon timely delivery of the necessary statements to Advisor, and Advisor is not responsible for verifying the accuracy of the statements provided by the Client. b. Notwithstanding any other provision of this Agreement, if capital stock of the employer sponsoring the Plan ( Stock ) is held by or offered as an investment option under the Plan, Advisor shall have no responsibility with respect thereto. c. Client has the power and authority to enter into and perform this Agreement, and there are no authorizations, permits, certifications, licenses, filings, registrations, approvals or consents that must be obtained by it from any third party, including any governmental authority, in connection with this Agreement. d. This Agreement has been duly authorized and executed and constitutes the legal, valid and binding Agreement of Client, enforceable in accordance with its terms. e. All information provided or to be provided to Advisor hereunder to enable Advisor to perform the services selected in Appendix A is and shall be true, correct and complete in all material respects. Client acknowledges that Advisor is entitled to rely upon all information provided by Client to Advisor whether financial or otherwise. Client agrees to promptly notify Advisor in writing of any material change in the financial and other information provided to Advisor and to promptly provide any such additional information as may be requested by Advisor. f. Client acknowledges and agrees that Advisor does not warrant or guarantee any level of performance by any of the investments or that any investment will be profitable over time and that the Plan and its participants are assuming the market risk involved in the investment of Plan assets. g.. Client acknowledges that Advisor shall not, and cannot, provide legal or tax advice to the Client or the Plan. Client agrees to seek the advice of its legal advisor, as to matters that might arise relating to the operations and administration of the Plan. BCG Securities, Inc. 888-394-2247 3
5. Representations, Warranties and Disclosures of Advisor. a. Advisor is registered under the Act and shall maintain such registration through the term of this Agreement. All personnel assigned by Advisor to render services hereunder, shall be appropriately licensed as required by law. Advisor shall not delegate any functions described in Section 1 that are covered by the Act, to non-licensed employees. b. Advisor has the power and authority to enter into and perform this Agreement, and there are no authorizations, permits, certifications, licenses, filings, registrations, approvals or consents which must be obtained by it from any third party, including any governmental authority, in connection with this Agreement. c. This Agreement has been duly authorized and executed and constitutes the legal, valid and binding Agreement of Advisor, enforceable in accordance with its terms. 6. Limits on Liability. a. Neither Advisor nor any person associated with Advisor, as such term is defined in Section 202(a)(17) of the Act, shall have the authority to take custody or possession of any assets of the Plan. b. Subject to the provisions of this Agreement, Advisor will not be subject to any claim arising under the Plan associated with any act or failure to act of Client, any other fiduciary of the Plan or any Plan Participant, or any failure of Client to comply with any of its obligations relating to the Plan. In the absence of gross negligence or intentional misconduct on its part, Advisor shall not be liable for any action taken, suffered or omitted by it or for any error in judgment made by it in the performance of its non-fiduciary duties hereunder. c. In no event shall Advisor be liable for special, indirect, punitive, incidental or consequential damages of any kind whatsoever, including but not limited to lost profits. Any liability of Advisor under this Agreement will be limited to the amount of fees paid to it for the period of a year before the dispute arises hereunder. d. Client shall indemnify Advisor and each of its current or future subsidiaries or affiliates, and their shareholders, directors, officers, employees, agents or other representatives, and hold each of them harmless from and against any and all claims, losses, expenses, liabilities, demands, obligations, costs, attorneys fees or damages of every kind and character without limitation arising out of or connected with (i) any breach of Client s representations and BCG Securities, Inc. 888-394-2247 4
warranties under Section 4 and (ii) any action taken or failed to be taken by Client in connection with the operation or administration of the Plan which is unrelated to the services provided by Advisor hereunder or which, if so related, is contrary to recommendations made by Advisor, including without limitation, the selection or retention of funds not recommended by Advisor. 7. Fiduciary Status. Advisor acknowledges that certain services that it may perform under this Agreement constitute the provision of investment advice to the Plan for compensation and, as a consequence, is a fiduciary as such term is defined under Section 3(21)(A) of the Employee Retirement Income Security Act of 1974, as amended ( ERISA ). The parties acknowledge and agree that Advisor: a. Has no responsibility to and will not (i) exercise any discretionary authority or discretionary control respecting management of the Plan, (ii) exercise any authority or control respecting management or disposition of assets of the Plan, or (iii) have any discretionary authority or discretionary responsibility in the administration of the Plan or interpretation of the Plan documents, and b. Is not an investment manager as defined in Section 3(38) of ERISA and does not have the power to manage, acquire or dispose of any plan assets. In performing its duties hereunder, Advisor will act in a manner consistent with the requirements of a fiduciary under ERISA charged with performing with the duties specified in Section 2 of Appendix A. Accordingly, Client acknowledges that the sole standard of care imposed on Advisor and its agents hereunder is to act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent investor acting in a like capacity would use. 8. Non-Exclusive Services; Relationship of Parties. Client understands that Advisor and its affiliates perform, among other things, brokerage and investment advisory services for other clients. Client recognizes that Advisor or any of its affiliates may give advice and take action in the performance of its duties for such other clients (including those who may have similar retirement plan arrangements as Client) who may differ from advice given, or in the timing and nature of action taken, with respect to Client. Nothing in this Agreement shall be deemed to impose on Advisor, or any of its affiliates, any obligation to advise Client with respect to the Plan, including the Services provided by Advisor under this Agreement, or any of its affiliates, in the same manner as it may advise any of its other clients. Client also acknowledges that Advisor and its affiliates may, by reason of its other activities as described above, from time to time acquire confidential information. Client acknowledges and agrees that Advisor is unable to divulge to the Client or any other party, or to act upon, any such confidential information with respect to its performance of this Agreement. BCG Securities, Inc. 888-394-2247 5
9. Expenses. Advisor shall be entitled to reimbursement of any reasonable and necessary expenses incurred by it at the request of Client in the performance of its duties hereunder promptly upon presentation of invoices. In the event of any litigation involving the Plan, Client shall reimburse Advisor for all costs of providing records, preparing reports and preparing for and providing testimony in such litigation, including the reasonable compensation of its employees in performing such functions, whether or not Advisor is a party to such action. 10. General Provisions. a. Entire Agreement. This Agreement constitutes the entire agreement between Client and Advisor with respect to the matters set forth herein, and each party acknowledges and agrees that no representations, warranties, inducements, promises or agreements other than those set forth herein have been made by any party to the other. b. Amendments. No modifications, amendments or attempted waiver of any provisions of this Agreement shall be valid unless in writing and signed by both parties hereto. c. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, except to the extent federal law preempts state law. d. Nonassignability; Binding Effect. Neither party to this Agreement may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other, but this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. e. Survival. The provisions of Sections 7 and 9 shall survive the termination of this Agreement. f. Notice. All notices required by this Agreement shall be in writing and delivered by U.S. Mail, overnight express delivery, facsimile or email and shall be effective on the date of delivery if personally delivered or delivered by email or on the date of posting if mailed. Notices shall be delivered to the following addresses: BCG Securities, Inc. 888-394-2247 6
If to Client: Address If to Advisor: Adam J. Paglione President BCG Securities, Inc. 600 Delran Parkway Suite B Delran, NJ 08075 PH 856-393-1950 Fax 856-824-1475 g. Advice of Counsel. Each party represents and warrants that in executing this Agreement it has had the opportunity to obtain independent accounting, financial, investment, legal, tax and other appropriate advice; that the terms of the Agreement have been carefully read by such party and its consequences explained to such party by his or their independent advisors, and that such party fully understands the terms and consequences of this Agreement. Each party further represents and warrants that, in executing this Agreement, it has not relied on any inducements, promises or representations made by the other party (except those expressly set forth herein) or the accountants, attorneys or other agents representing or serving the other party. Each party represents and warrants that its execution of this Agreement is free and voluntary. h. Amendment and Waiver. No provision of this Agreement or any of the documents referred to herein may be amended, modified, supplemented, changed, waived, discharged or terminated, except by a writing signed by or on behalf of each party hereto. i. Interpretation. This Agreement shall be construed in accordance with its fair meaning as if prepared by all parties hereto, and shall not be interpreted against either party on the basis that it was prepared by one party or the other. The captions, headings, and subheadings used in this Agreement are BCG Securities, Inc. 888-394-2247 7
for convenience only and do not in any way affect, limit, amplify or modify the terms and provisions thereof. Words used herein in the masculine gender shall include the neuter and feminine gender, words used herein in the neuter gender shall include the masculine and feminine, words used herein in the singular shall include the plural, and words used in the plural shall include the singular, wherever the context so reasonably requires. j. Arbitration. In the event of a dispute arising from or relates to this agreement or a breach thereof, the parties agree to try in good faith to resolve the dispute through direct discussions, the parties to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures, the New York Stock Exchange, Inc., or National Association of Securities Dealers, Inc., as Advisor may designate before resorting to arbitration. If they are unable to resolve the dispute through mediation, within sixty (60) days from the date notice is first given by one party to the other as to the existence of such a dispute, they agree to submit to resolution by arbitration before a panel of independent arbitrators and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, the New York Stock Exchange, Inc., or National Association of Securities Dealers, Inc., as Advisor may designate. Such arbitration shall be binding and final, the judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. In no event shall an award in an arbitration initiated under this clause exceed the compensation paid to BCG Securities, Inc. for the period of a year before the dispute arises. The Parties have caused this Agreement to be signed by their duly authorized representatives as of, 2007 (the Effective Date ). Client BCG Securities, Inc. By: Title: By: Title: Date: Date: BCG Securities, Inc. 888-394-2247 8