INVESTMENT ADVISORY AGREEMENT

This CLIENT ADVISORY AGREEMENT (this Agreement ) dated is made between Liberty Partners Capital Management, LLC, a Wyoming-based limited liability company, hereinafter referred to as LPCM or Adviser and (The Client ). RECITALS 1. LPCM is an SEC registered investment adviser operating under the jurisdiction of the SEC. 2. The Client desires to engage LPCM to advise the Client concerning asset allocation and investment strategies, based upon the Client s defined investment objectives, using money managers and/or other investment vehicles selected to achieve such objectives and to be an agent to implement such strategies for the client. 3. LPCM is willing to provide such advice and implement such strategies under the terms and conditions set forth herein. AGREEMENT ACCORDINGLY, in consideration of the premise set forth above, the mutual covenants and agreements set forth herein and other good and valuable consideration, receipt and sufficiently of which are hereby acknowledged, the parties hereto agree as follows: 1. Services. The Client hereby engages LPCM, and LPCM hereby agrees, on the terms and conditions set forth herein, to provide the Investment Advisory services to the Client. A complete description of each such service can be found in LPCM s current client disclosure document (i.e. ADV Part 2A-also known as the plain language ADV). 2. Investment Discretion and Limitations. [ ] DISCRETIONARY* - The Adviser is authorized to invest, sell, and reinvest proceeds in the Accounts, at its discretion, and without the Client s prior consent to any proposed action. or [ ] NON-DISCRETIONARY - The Adviser is authorized to invest, sell, and reinvest proceeds in the Accounts only upon obtaining the Client s prior consent to any proposed action. Because the Adviser does not have investment discretion, it will generally not be possible for the Adviser to aggregate the Account s trades with trades placed on behalf of the Adviser s other clients. The Adviser will generally trade discretionary clients accounts before seeking consent to trade the Client s Accounts, which may result in the Accounts receiving less favorable trade executions. The Adviser will manage the Accounts in accordance with the investment guidelines, mandates, and/or restrictions (if any) described in Exhibit A, which is a part of this Agreement. Such guidelines, mandates and/or restrictions may be changed from time to time by written agreement of the Adviser and the Client. * Broker(s) of record and/or custodian(s) may require additional client INVESTMENT ADVISORY AGREEMENT authorization for discretionary authority. 3. Investment Risk. The Adviser does not guarantee the performance of the Accounts, the success of any investment decision or strategy, or the success of the Adviser s overall management of the Accounts. Investment decisions made for the Accounts by the Adviser are subject to various risks, including market, currency, economic, political and business risks. Security prices fluctuate, and the Adviser s investment decisions may result in losses, including the loss of principal. 4. Limited Power of Attorney. Subject to the conditions and limitations set forth herein, the Client hereby appoints LPCM as the Client s Limited attorney-in-fact to act in the Client s name, place and stead concerning the Client s accounts and the management of the Managed Assets, and to execute in writing, and to take any other act or action, in each case in the Client s name and on the Client s behalf, which LPCM deems necessary, convenient or otherwise appropriate, to carry out the intent and purposes of this agreement. The level of LPCM s authority related thereto, and in connection with this agreement, shall be indicated by the client in Section 2. The Client and LPCM agree to execute and deliver such further documents and instruments as the broker-dealers and any other applicable third parties may reasonably request in order to establish the Client Accounts and to evidence LPCM s trading authority for such accounts. LPCM s authority under its power of attorney shall remain effective unless this agreement is terminated in writing. This authorization shall inure to the benefit of any assignee or successor corporation of the client and shall be binding on the heirs, executors and assignees of the client 5. Selecting Broker-Dealers. Unless directed otherwise, the Adviser may choose any broker-dealer to execute the Client s securities transactions, consistent with the Adviser s fiduciary duty to seek best execution. The Adviser may consider a variety of factors when selecting a brokerdealer, including, among other things, execution capabilities, reputation, access to securities markets, cost, responsiveness, the frequency of errors, and/or the provision of products and services related to the Adviser s investment research and portfolio management processes 6. Use of Third Party Managers. LPCM enables representatives to utilize the services of third party money managers to assist the clients in managing their investments. Your representative can assist you with selecting and monitoring unaffiliated third party money managers offering asset management and other investment advisory services. Representatives are limited to recommending third party money managers that have had due diligence completed and have been approved by LPCM. Refer to ADV Part 2A, Item 5 7. Soft Dollars. The Adviser may cause the Accounts to pay commissions that are greater than another qualified broker-dealer might charge, so long as the Adviser determines in good faith that the commissions are reasonable in relation to the value of the brokerage and research products and services that the broker-dealer provides. Research will generally be used to benefit all of the Adviser s clients, but in some cases commissions paid by the Client may be used to pay for research that is not used in managing the Client s Accounts. 1

8. Client-Directed Brokerage. The Client may, but is not required to, use Exhibit B to direct the Adviser to utilize one or more particular brokerdealers to execute some or all of the Accounts transactions. Exhibit B includes important disclosures about directed brokerage arrangements, including the potential for higher transaction costs and conflicts of interest. LPCM does not recommend this. 9. Custody. The Adviser does not hold or receive any of the Client s funds or securities, other than payment for the Adviser s services. The Client s funds and securities will be held in custody by a custodian selected by the Client, and the Client will be solely responsible for paying all of the Custodian s fees. I Information and Statements. The Client and LPCM understand and agree that the Custodians will provide the Client and LPCM with monthly or quarterly statements showing the trading activity and the market value of the Managed Assets and that LPCM may rely on such reports without further inquiry or review. It is understood and agreed that LPCM, in the maintenance of its records, does not assume responsibility for the accuracy of any information furnished by the Client, the Custodians or any other person, firm or corporation. Based on the information received from the Custodians and its own internal records, LPCM may provide the Client with Periodic Valuation and performance measurement report and or analyses. 10. Periodic Reporting & Valuation. The Adviser may also provide a QUARTERLY report to the Client regarding the Accounts. The Adviser will value securities that are listed on a national securities exchange or the NASDAQ at the relevant day s last quoted sales price on the principal market where the securities are traded. Other securities or investments in the Account will be valued in a manner determined in good faith by the Adviser to reflect fair market value. 11. Advisory Fees. The Client will pay the Adviser a fee for its investment advisory services. The fee will be calculated in the manner described in Exhibit C, which is a part of this Agreement. 12. Fee and Expense Layering. The Adviser charges advisory fees on any of the Accounts investments in mutual funds and other pooled investment vehicles ( Pools ). Investments in Pools will be subject to other fees and expenses charged by service providers to the Pools. The Pools fees and expenses are described in the Pools prospectuses and other offering documents. The Client could invest in certain Pools directly and avoid paying advisory fees to the Adviser. LPCM s affiliate, Liberty Partners Financial Services, LLC (LPFS), in its capacity as a broker-dealer, and our investment advisor representatives, in their capacities as registered representatives of LPFS, may receive a portion of the 12(b)-1 fees. You should be aware that 12(b)-1 fees come from mutual fund assets, and thus, indirectly from your assets and reduce overall fund performance. Such funds may be included in your account when it is believed that the overall performance of the fund after taking into account such payments merits inclusion. Receiving these fees could represent an incentive for registered representatives to recommend fund with 12(b)-1 fees or hire 12(b)-1 fees over funds with no fees or lower fees, therefore creating a potential conflict of interest INVESTMENT ADVISORY AGREEMENT 13. Appointment of Adviser. Effective as of the date hereof, the Client hereby appoints LPCM as the Client s Investment advisor with respect to the Managed Assets, subject to the conditions and limitations set forth herein. LPCM hereby accepts such appointments as Investment Adviser of the Managed Assets pursuant to the terms and conditions of this agreement. The Client hereby grants to LPCM trading authority as addressed in paragraph 4. Implementation of the asset management program may include buying or selling for the Client both load and no load products (e.g. annuities, mutual funds, stocks, bonds, limited partnerships). In the event that brokerage fees, commissions or transaction charges (which are separate and distinct from LPCM s fees) are incurred involving the portfolio, the Client agrees to pay such charges. LPCM shall have no responsibility or liability with respect thereto, nor shall it have any responsibility for negotiating or establishing the amount or manner of computing such commissions and fees. Except as provided in paragraph 6 hereof, the manager shall have no authority to take possession of the managed assets or to transfer to any other person or account. 14. Client Authority. If this agreement is entered into by a fiduciary on behalf of a client of LPCM, such fiduciary represents that the execution of this agreement and the performance of the activities carried out by LPCM in accordance with its obligations under this agreement are within the scope of the fiduciary s obligations to the client. Should this agreement be executed by a representative of an entity that is a non-natural person such as a corporation or other legal entity, the signing representative asserts that he/she/it has the authority to so engage such entity and that such engagement is so authorized under such person s authority on behalf of said entity. Client and/or fiduciary shall undertake to advise LPCM of any event or incident that may affect such person s authority or the propriety of this agreement. 15. Refunds. Refund requests related to fees paid by a client to LPCM for LPCM s fixed fee service must be submitted in writing to LPCM. Any such request that does not involve the termination of an existing CAA will be handled at the sole discretion of LPCM, on a case-by-case basis. In the event that LPCM honors a refund request, the refund(s) will generally be processed and relinquished by LPCM directly, by the end of the calendar quarter subsequent to the calendar quarter during which, LPCM received such request. 16. Confidentiality. Except as otherwise agreed in writing or as required by law, the Adviser will exercise due care in keeping all Client information confidential. However, by signing this agreement, the Client authorizes the Adviser to provide information about the Client and the Accounts to service providers to the Adviser, the Client, and/or the Accounts. Such service providers may include, but are not limited to, outside attorneys, auditors, and consultants. The Adviser may also provide information to other individuals and entities pursuant to the Client s authorization. 17. Privacy Notice. As required by Regulation S-P, the Client acknowledges receipt of the Adviser s Privacy Notice, which includes a description of the policies and procedures that the Adviser has adopted to protect its clients personal information 18. Services to Other Clients. The Client understands and agrees that the Adviser performs investment advisory services for other clients. The 2

Client agrees that the Adviser may give advice or take action in the performance of its duties with respect to any of its other clients, or for the Adviser and/or its employees own accounts, which may differ from advice given to or action taken on behalf of the Client. The Adviser is not obligated to buy, sell or recommend for the Client any security or other investment that the Adviser or its employees may buy, sell or recommend for any other client or for their own accounts. 19. Other Services. The Adviser does not provide legal, tax or accounting advice. The Adviser urges the Client to consult with its independent legal, tax and accounting professionals regarding those matters. 20. ERISA Accounts. This section applies to qualified retirement plans governed by the Employee Retirement Income Security Act of 1974 ( ERISA ). If one or more of the Accounts are for a plan subject to ERISA, the Client appoints the Adviser, and the Adviser accepts its appointment, as an investment manager. The Adviser acknowledges that it is a fiduciary within the meaning of Section 3(21) of ERISA and understands that as a fiduciary, it must: Act solely in the interests of the participant and their beneficiaries; Defray the expenses of administration of the plan; Act with the care, skill, prudence, and diligence that a prudent person would use in the same situation; Diversify plan investments to reduce the risks of large losses unless it is clearly prudent not to do so; and, Act according to the terms of the plan documents, to the extent the documents are consistent with ERISA. 21. The Client represents that the Adviser has been furnished with true and complete copies of all documents establishing and governing the plan and evidencing the Client s authority to retain the Adviser. The Client will promptly furnish any plan amendments to the Adviser. The Client agrees that if any amendment affects the rights or obligations of the Adviser, such amendment will be binding on the Adviser only when agreed to by the Adviser in writing. If the Accounts contain only a part of the plan s assets, the Client understands that the Adviser will have no responsibility for the diversification of all of the plan s investments, and that the Adviser will have no duty, responsibility or liability for the Client s assets that are not in the Accounts. If ERISA or other applicable law requires bonding with respect to the assets in the Accounts, the Client will obtain and maintain at its expense bonding that satisfies this requirement and covers the Adviser and its officers, employees, and other affiliated persons 22. Custody. The Adviser does not hold or receive any of the Client s funds or securities, other than payment for the Adviser s services. The Client s funds and securities will be held in custody by a custodian selected by the Client, and the Client will be solely responsible for paying all of the Custodian s fees. 23. Proxy Voting. The Adviser will not vote proxies for securities held in the Accounts. The Client will inform its custodian(s) that the Adviser should not be designated as the party to receive information on voting proxies. The obligation to vote the Client s proxies will rest with the Client. If the Adviser inadvertently receives proxy information for a security held in the Accounts, then the Adviser will promptly forward the information on to the Client, but will not take any further action with respect to the proxy. If the Accounts are for a plan governed by ERISA, the Client represents that the right to vote proxies for securities in the Accounts has been expressly reserved by the following plan trustee or named fiduciary if applicable) 24. Duty of Care. LPCM s obligations to the Client are only those expressly set forth herein and as required by applicable law. In discharging LPCM s obligations hereunder, LPCM shall act with the care skill prudence and diligence under the circumstances then prevailing that a reasonably prudent man acting in like capacity and familiar with such matters would use in the conduct of an undertaking of like character and with like aims. 25. Inspection of Records. To the extent required by law, any records maintained by LPCM under this Agreement on behalf of the Client will be available for examination and audit. 26. Term of Agreement. This Agreement will be effective as of the date hereof, and will continue on an annual basis thereafter until terminated. Notwithstanding LPCM s failure to properly deliver its client disclosure document to a Client in accordance with Advisers Act of 1940, the minimum term of this agreement shall be thirty (30) days. 27. Termination. This Agreement shall be in effect until either party hereto gives written notice to the other party of its intention to terminate this Agreement. This Agreement may be terminated, without penalty, upon at least 30 days written notice by either party. Transactions in progress will be completed in the normal course of business. Upon termination, the Client will receive a pro-rata refund of that portion of any prepaid advisory fees that have yet to be earned by the Adviser. Any such refund will be calculated from the Agreement s effective termination date. 28. Modification. No portion of this Agreement may be modified by either party without the written consent of the other party and reexecution of a newly amended Agreement as necessary. 29. Legal Advice. It is expressly understood and agreed between the parties hereto that LPCM is not qualified to render any legal advice or to prepare any legal documents for its Clients. The Client agrees that his personal attorney shall be solely responsible for the rendering and/or preparation of all the following: legal advice, legal opinions and legal documents. 30. Notices. All notices, requests, demands and other communications hereunder shall be deemed to be duly given if delivered by hand, or if mailed by certified or registered mail with postage prepaid: If to Liberty Partners Capital Management, LLC: 1623 Central Avenue, Suite 109 Cheyenne, WY 82001 307-529-0957 office / 866-476-1659 fax If to the Client: At the address following the Client s signature below; or to such other address as either party may provide to the other in writing. 3

31. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties pertaining to the subject matter hereof. 32. Severability. If any single provision or component of this agreement is determined to be invalid for any reason, the remainder of this agreement shall remain valid and enforceable. 33. Class Action Lawsuits. The Adviser will not take any action with respect to class action lawsuits in which the Client may be eligible to participate. 34. Registration. The Adviser represents that it is registered as an investment adviser under the Investment Advisers Act of 1940. 35. Assignment. Neither party may assign this Agreement without the prior written consent of the other party. 36. Governing Law. This Agreement is made and shall be construed in accordance with the laws of the State of Wyoming. 37. Client Representations. The Client represents that it has full and unrestricted power to employ the Adviser to manage the Accounts [on a discretionary basis include if applicable], and that any securities placed under the Adviser s management are and will remain free from any lien, charge or other encumbrance unless the Client notifies the Adviser and the Adviser agrees otherwise. If the Client is a company, government, trust, estate or other entity, the Client represents that the person executing this Agreement on the Client s behalf has full power and authority to do so, and that this Agreement is binding on the Client. 38. Liability. The Adviser will not be liable to the Client for: any loss that the Client may suffer by reason of any investment decision made or other action taken or omitted in good faith by the Adviser executing a degree of care, skill, prudence, and diligence that a prudent person acting in a fiduciary capacity under the circumstances would use; any loss arising from the Adviser s adherence to the Client s written or verbal instructions; or any act or failure to act by a custodian, broker-dealer, or other third party. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall constitute any waiver or limitation of rights that the Client may have under federal or state laws. 39. Electronic Communications. [ ] The Client consents to electronic delivery of required disclosure documents and other communications by the Adviser. Such consent will remain effective unless revoked by the Client. The Adviser will transmit information by email in text, PDF, Microsoft Word, or other formats that can be readily viewed, printed, and saved. The Client has provided the Adviser with one or more valid email addresses that the Adviser may use to communicate with the Client. The Client acknowledges that there may be costs associated with electronic delivery, such as computer equipment costs and on-line charges. The Client may revoke its consent to receive communications electronically at any time by notifying the Adviser. Email address [ ] The Client does not consent to electronic communications. All correspondence from the Adviser will be mailed to the Client s address kept on file by the Adviser. 40. Form ADV/Brochure Delivery. As required by Rule 204-3 under the Advisers Act, the Client acknowledges receipt of Part 2 of the Adviser s Form ADV (including Part 2A and any applicable Part 2B Brochure Supplements). This disclosure document was provided before or at the time of entering into this Agreement. 41. Arbitration. Any controversy or claim, including but not limited to, errors and omissions arising out of, or relating to, this Agreement or the breach thereof, shall be settled by arbitration, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Client understands that this Agreement to arbitrate does not constitute a waiver of the right to seek a judicial forum where such waiver would be void under federal or state securities laws. Arbitration is final and binding on the parties. This Agreement, including Exhibits A, B, and C, represents the entire Agreement between the Client and the Adviser. This Agreement may only be changed or amended by a written agreement signed by the Client and the Adviser. ACCEPTED BY CLIENT(S) (Print Name Here) (Sign Name Here) (Print Name Here) Dated: By: (Print Name Here) (Sign Name Here) (Print Name Here) (Sign Name Here) ACCEPTED BY Liberty Partners Capital Management, LLC (Print Name), IAR (Sign Name Here) (Print Name), Principal 4

EXHIBIT A INVESTMENT MANAGEMENT AGREEMENT INVESTMENT GUIDELINES, MANDATES, AND/OR RESTRICTIONS The following investment guidelines, mandates, and/or restrictions are to be followed by the Adviser in the management of the undersigned Client s Accounts. Client s Signature: IAG08152013 Liberty Partners Capital Management, LLC

EXHIBIT B INVESTMENT MANAGEMENT AGREEMENT BROKERAGE INSTRUCTIONS & DISCLOSURE ACKNOWLEDGEMENT Complete Exhibit B to reflect any Client instructions directing the Adviser to utilize one or more specific brokerdealers to execute some or all of the Client s transactions. Client s Instructions: The undersigned hereby authorizes and instructs the Adviser to utilize the following broker-dealers to execute the designated portions of the Client s securities transactions: Broker-Dealer Percentage of Transactions The Client acknowledges that the Client is responsible for negotiating all transaction costs charged by the broker-dealer(s) identified above. The Client agrees to indemnify and hold the Adviser harmless for following these directed brokerage instructions. Adviser s Disclosures: The undersigned has read and understands the following disclosures with respect to directed brokerage arrangements, including the arrangement(s) described above. The Adviser will not seek to negotiate transaction costs with the broker-dealers designated by the Client. The cost and quality of executions provided by the designated broker-dealers may be less favorable than those received by the Adviser s clients without brokerage direction; The Adviser will not seek better execution services or prices from other broker-dealers on behalf of the Client; The Adviser will not be able to aggregate the Client s transactions with the transactions of the Adviser s other clients; and There may be a conflict between the Client s interest in obtaining best execution and the Adviser interest in receiving future referrals from the designated broker-dealer(s). IAG08152013 Liberty Partners Capital Management, LLC

EXHIBIT C INVESTMENT MANAGEMENT AGREEMENT FEE SCHEDULE The Advisor will use the following schedule to calculate the Client s advisory fees. Description LPCM bases its fees on a percentage of assets under management Advisory Fees. Investment management fees are billed monthly, quarterly in advance or annually in arrears based off of the asset value in on the last day of the billing period. Meaning, we may invoice you before or after the billing period has begun or ended. Fees are usually deducted from a designated client account to facilitate billing or the client my elect to pay by check, outside of their investment accounts. The client must consent in advance to direct debiting of their investment account and any billing arrangement must be approved by the client in writing. 1. Fee Assessment. One fourth of LPCM s annual investment management fee shall be paid quarterly (calendar), in advance, based upon the market value of the assets on the last business day of the most recently ended calendar quarter. Invoices shall typically be generated on or by the fifth business day of the month subsequent to the most recently ended calendar quarter. 2. If any advisory relationship begins after the first day of a quarter or terminates before the last day of a quarter, fees are prorated accordingly, and, in the event of termination, the client will receive a refund of any pre-paid fees attributable to any period after the termination While negotiable, the below is LPCM s standard fee schedule up to 3% on accounts up to $250,000* up to 2.5% on accounts over $250,000 and up to $1,000,000 and up to 2% on accounts above $1,000,000. *Fees above 2% are considered high by certain States and you may find these services available at lower rates Designated Annual Percentage: % (a) Collection of Advisory Fee(s). The Client hereby expressly authorizes the Custodian to directly withdraw LPCM s Advisory Fee(s) from the Client Accounts on a monthly or quarterly basis. In connection thereto, LPCM shall simultaneously send the Client and the Custodian, a written invoice showing the amount of the fee, the value of the Client s assets on which the fee was based, and The specific manner in which LPCM s fee was calculated. Additionally, the custodian shall send the Client a statement, at least quarterly, indicating all amounts disbursed from the account including the amount of advisory fees paid directly to LPCM. The quarterly Advisory Fee(s) shall be due and payable immediately as soon as the Client receives the bill. Partial months, which occur at the beginning and end of this Agreement, shall be prorated based upon the number of days in the quarter that the Managed Assets are managed by LPCM. If the client accounts do not have sufficient funds, or are restricted from direct withdrawal (e.g., 401(k) plan assets), the client agrees to pay LPCM directly with personal funds. If so desired, by checking the box below, Client may choose to be billed directly by LPCM for LPCM s fees. If so chosen, Client shall be invoiced by the fifth business day of the month subsequent to the most recently ended calendar quarter. Payments shall be due on or by the final business day of the month in which the invoice is generated. Select this box to select direct billing to client by LPCM Notes IAG08152013 Liberty Partners Capital Management, LLC Date Date