Royal Fund Management, LLC

Royal Fund Management, LLC INVESTMENT ADVISORY CONTRACT

CLIENT NAME Address City, State ZIP Version Date: 07/20/2013

The undersigned (“Client”), being duly authorized, has established an By execution of this Account/Relationship (the Agreement, RFM hereby “Account”), and hereby agrees to accepts the appointment as engage Royal Fund Management, investment adviser for the LLC (“RFM”) on the following Account and agrees from and terms and conditions. after the effective date, as referred to in the signature I. Appointment of Royal page, Fund Management, LLC (a) to supervise and direct the investments of Client hereby appoints RFM the Account in as investment adviser for the accordance with the Account. RFM shall investment objectives of supervise and direct the Client as listed on the investments of and for the attached Exhibit I, and as Account, subject to the communicated hereafter objectives, limitations and in writing or other format restrictions listed in Client’s to RFM from time to Written Investment Policy time; Statement, which is attached (b) to appraise and as Exhibit I. The persons review, at least quarterly authorized to act on behalf of during the period of this Client with respect to the Agreement investments Account are identified in of the Account, as Exhibit IV. Client agrees to initially accepted by promptly notify RFM in RFM, together with all writing of any changes to the additions, substitutions client profile information and alterations thereto; contained on the investment and policy statement, and any (c) to render to Client changes to the restrictions or at least quarterly a limitations applicable to the written statement of the Account, and to provide RFM investments of the with prior written notice of Account. This statement any changes in the identity of will come directly from a persons authorized to act on custodian. It is behalf of Client with respect understood and agreed to the Account. that RFM, in the maintenance of records II. Services by RFM. for its own purposes, or

2 in making such records copy of any agreement or the information between Client and the contained therein Authorized Third Party in available to Client or any effect at any time with other person at the respect to the Account. Client direction of Client, does will have the Account not assume responsibility debited directly from the for the accuracy of Authorized Third Party. If information furnished by Client chooses to have fees Client or any other third withdrawn directly at the party. Authorized Third Party, RFM would have constructive III. Procedure. custody over that account and must have written All transactions authorized authorization from Client to by this Agreement shall be do so. RFM must have an consummated by payment to Authorized Third Party that or delivery by Client to a sends at least a quarterly custodian or other authorized statement clearly showing all third party (the “Authorized debits for IA fees. Third Party”). The Authorized Third Party at the time this Agreement is executed is identified in Exhibit III hereto. RFM will IV. Service to Other Clients. have no custody of Client’s funds, investments, or assets It is understood that RFM (except for the authorized performs investment deduction of client fees); and advisory services for various all funds/securities will be clients and that the services delivered between Client and provided by the RFM are the Authorized Third Party offered/rendered on a non- only. Instructions of RFM to exclusive basis. Client agrees Client or the Authorized that RFM may give advice Third Party with respect to and take action in the investments shall be made in performance of its duties writing or electronically and with respect to any of its confirmed as soon as other clients which may practicable thereafter. If the differ with the advice given identity of Client’s or action taken with respect Authorized Third Party to the Account, so long as it is changes, then Client will the RFM’s policy, to the provide RFM with prompt, extent practical, to allocate written notice of the change. investment opportunities to Client hereby authorizes the Account over a period of RFM to receive from the time on a fair and equitable Authorized Third Party a basis relative to other clients.

3 Nothing in this Agreement RFM will not be required to shall be deemed to confer take any action or render any upon RFM any obligation to advice with respect to the acquire for the Account a voting of proxies solicited by position in any security or with respect to the issuers which RFM, its principals or of securities in which assets employees may acquire for of the Account may be its or their own accounts or invested from time to time for the account of any other except as may be directed by client, if in the sole and Client and except as may be absolute discretion of RFM it otherwise required by law. is not for any reason practical or desirable to acquire a VIII. Fees. position in such security for the Account. The compensation of RFM for its services rendered V. Client Accounts. hereunder shall be calculated in accordance with the Client has opened or may Schedule of Fees attached open an account with a hereto as Exhibit II. Client custodian for the execution of shall be given thirty (30) securities transactions and days’ prior written notice of custodial services. If Client any proposed increase in elects to use a custodian fees. Any increase in fees other than the custodian shall be accompanied by an suggested by RFM, RFM may amendment or the execution not be able to negotiate the of a new contract, with best commission rates. The signatures from both parties custodian is identified in evidencing acknowledgment Exhibit III hereto. and acceptance of the new fees. RFM will not be VI. Inside Information. compensated on the basis of a share of capital gains upon RFM shall have no obligation or capital appreciation of the to seek to obtain any material funds or any portion of the nonpublic (“inside”) funds of Client. information about any issuer of securities, or to purchase _____/_____ RFM is or sell, or to recommend for authorized to withdraw fees purchase or sale, for the directly from the Account. Account the securities of any issuer on the basis of any OR such information as may come into its possession. _____/_____ RFM will send a bill directly to Client to be VII. Proxies. paid by check.

4 IX. Valuation. accordance with its terms and (b) Client will deliver to In computing the market RFM such evidence of such value of any investment of authority as RFM may the Account, the securities in reasonably require, whether the Account listed on a by way of a certified national securities exchange corporate resolution or or otherwise subject to otherwise; RFM is current last-sale reporting responsible only for the shall be valued at the amount Account and not for the reported on the statement diversification or prudent that Client receives from the investment of any outside Authorized Third Party. Such assets or holdings of Client. securities which are not traded nor subject to last-sale This section applies only if reporting shall be valued at your Account is for a pension the latest available bid price or other employee benefit reflected by quotations plan (including a 401(k) plan) furnished to RFM by such governed by the Employee sources as it may deem Retirement Income Security appropriate. Any other Act of 1974, as amended security shall be valued in (“ERISA”). such manner as shall be determined in good faith by If Client is an ERISA plan RFM and the Client to reflect (not simply a plan member) its fair market value. and the Account is for the assets or holdings of such ERISA plan, then RFM acknowledges that it is a “fiduciary” within the X. Representations by Client. meaning of ERISA and Section 4975(e)(3) of the The execution and delivery of Code. Client represents that this Agreement by Client RFM has been furnished true shall constitute the and complete copies of all representations by Client that documents establishing and the terms hereof do not governing the plan and violate any obligation by evidencing Client authority which Client is bound, to retain RFM. Client whether arising by contract, acknowledges that he/she is a operation of law or “named fiduciary” with otherwise; that if Client is an respect to the control or entity other than a natural management of the assets in person (a) this Agreement the Account. Client will has been duly authorized by furnish promptly to RFM the appropriate action and is governing plan documents, binding upon Client in any amendment to the plan,

5 and Client agrees that, if any business days of signing the amendment affects RFM Agreement, without penalty rights or obligations, the and with full refund. amendment will be binding on RFM only when agreed to XIII. Notices. by RFM in writing. If the Account contains only a part All notices and other of the assets of the plan, communications Client understands that RFM contemplated by this will have no responsibility Agreement shall be deemed for the diversification of all of duly given if delivered to the plan’s investments and RFM at: 1515 Buenos Aires that RFM will have no duty, Blvd, The Villages, Florida, responsibility or liability for 32159, to the attention of its Client assets that are not in Title, and to Client at the the Account. If ERISA or address appearing below, or other applicable law requires at such other address or bonding with respect to the addresses as shall be assets in the Account, upon specified, in each case, in a written request by RFM, written notice similarly Client will obtain and given. maintain at Client expense bonding that satisfies the XIV. Governing Law. requirements of Section 412 of ERISA and covers RFM The validity of this and affiliated persons of Agreement and the rights RFM. and liabilities of the parties hereunder shall be XI. Representations by RFM. determined in accordance with the laws of the State of By execution of this Florida except to the extent Agreement, RFM represents preempted by ERISA or other and confirms that it is federal or state laws or registered as an investment regulations. adviser pursuant to applicable State or Federal XV. Exhibits. laws. The following Exhibits are XII. Termination. attached hereto and incorporated as part of this This Agreement shall Agreement: continue in effect until terminated by either party by Exhibit I - Client’s Written giving to the other party Investment Policy thirty (30) days’ written Exhibit II - Schedule of Fees notice. Client may terminate Exhibit III - Identification the Agreement within five (5) of Authorized Third Party

6 Exhibit IV - Statement of Understanding XVIII. Consent to Electronic Delivery XVI. Authority. Client hereby consents to When necessary, RFM shall receive via e-mail or other authorize the payment of electronic delivery method transaction costs from the for various communications, Account. No commissions documents, and notifications will be paid to RFM or any from RFM. These items may RFM affiliate. include but are not limited to: all statements or reports (Discretionary Investment produced by RFM; trade Management) confirmations; billing ____/_____ Except as invoices; all Client brochures otherwise set forth in this (Form ADV, Wrap Brochure, Agreement, Client authorizes etc.); privacy policy RFM to investigate, purchase, statements; and any other and sell on behalf of Client, notices or documentation various securities and that RFM chooses to provide investments. RFM is on an ongoing or occasional authorized to execute basis. Client agrees to purchases and sales of immediately notify RFM of securities on Client’s behalf any changes to Client’s e- without consulting Client mail address shown below or regarding each sale or other electronic delivery purchase. address.

OR Email Address:- ______(Non-Discretionary Investment Management) ____/____ RFM is authorized XIX. Assignment. to execute purchases and sales of securities only after No assignment of this consulting with Client contract can be made by regarding each transaction. either RFM or Client without the written consent of the XVII. Receipt of Forms ADV other party. Part 2A, Part 2B(s), and Privacy Policy Statement. XX. Confidential Relationship.

____/____ Client All information and advice acknowledges receipt of Parts furnished by either party to 2A and 2B of Form ADV and the other shall be treated as RFM’s Privacy Policy confidential and shall not be Statement. disclosed to third parties

7 except as required by law and as described in IA’s XXIII. Market Conditions. Privacy Policy Statement. Client acknowledges that XXI. Title to Assets. RFM’s past performance and advice regarding client Except to the extent Client accounts cannot guarantee has notified, or in the future future results. AS WITH notifies, RFM in writing, ALL MARKET Client represents that assets INVESTMENTS, CLIENT in the Account belong to INVESTMENTS CAN Client free and clear of any APPRECIATE OR lien or encumbrances. DEPRECIATE. RFM does not guarantee or warranty XXII. Minimum. that services offered will result in profit. There is no account minimum.

IN WITNESS THEREOF, the parties have executed this Agreement on the date stated below.

Client Name: Representative of Royal Fund Management, LLC

Client Signature Date Adviser Signature Date

Client#2 Signature Date

Client Street Address: City: State: Zip: Phone: E-Mail(s):

8 Exhibit I

Written Investment Policy Statement

Creation Date: MM/DD/YYYY

Explanation and Overview:

The following Investment Policy Statement (“IPS”) is designed to capture an initial picture and evaluation of the Client’s current financial situation including their investment portfolio and assets. From this and other information obtained through Client/Adviser interviews and meetings, the Adviser will provide guidance and make recommendations to assist the Client in deciding what changes, if any, may be needed regarding their assets, allocations of their assets, and investment portfolio(s). The IPS will serve as a “document of understanding” between the Adviser and the Client which will need to be updated periodically in order to remain relevant.

The IPS is designed to do the following:

1. Define the Client’s current financial situation, 2. Gather Client’s investment profile information including risk/reward tolerances, goals, and expectations. 3. Define the duties and responsibilities of the Client, the Adviser, and the Investment Manager or Investment Committee (if different from Adviser). 4. State, in writing, the Client’s investment goals, objectives, and constraints. 5. Describe proposed investment strategies and styles to be used by Adviser if applicable. 6. Establish guidelines for portfolio rebalancing if applicable.

It is the duty of the Client to provide the Adviser with all requested current financial and/or other information to the best of his/her/their abilities. The Adviser will use this information to develop this IPS and the investment recommendations or strategy used for the Client’s portfolios. The Client will also be expected to update the Adviser with any changes to the requested information that occurs in the future. The Adviser cannot be held liable for any inaccurate information provided by the Client.

9 It is the duty of the Adviser to treat the Client with a Fiduciary standard of care – meaning the Client’s interests will always be at the forefront, ahead of any individual adviser representative or the Adviser. The Adviser will use various methods including this IPS and Client interviews, conversations, and meetings to collect the information needed to create this IPS document and to recommend an action plan of investment strategies and/or portfolio investments that are designed to accomplish the Client’s goals and objectives.

A Custodian (Broker-Dealer Firm) will be chosen by the Client and the Adviser that meets the needs of the Adviser and the Client and that meets the Advisers “best execution” standards. The Custodian, not the Adviser, will maintain constructive custody of the Client’s assets and provide various services and reporting to both the Client and the Adviser.

As stated above this IPS will be used to gather statistical information about the Client to help the Adviser structure portfolios that are consistent with the Client’s policies and goals as delineated in discussions between the Adviser and the Client.

IPS – Information and Assumptions:

Client Profile Information

Client(s) Client Age(s):

Current Annual Income(s): $

Income Tax Bracket: % Desired Retirement Age:

Net Worth (Including Residence) $

Net Worth (Excluding Residence) $

Liquid Net Worth $

10 Current Investment Holdings:

______

__Y/N____ Adviser has obtained financial records (Balance Sheet, Income Statement, Tax Returns, etc.)

Investment Objective(s) Information

Client(s) Desired Monthly/Annual Retirement Income: $ ______per month/year.

Estimated Annual Inflation Rate Between Now and Retirement: % Time Horizon for Proposed Investment Portfolio in Years:

11 Risk Tolerance:

Acceptable Percentage of Principal Investment Loss in a Short Term Period: ______%

Target Rate of Return: ______%

Specific Investment Objectives and Goals (be specific and provide details): ______.

Which one of the following best reflects your investment objectives?

___ I seek to preserve my investments and accept minimal return to pursue my objective. ___I seek to generate income from my investments and am interested in investments that have historically demonstrated a low degree of risk of loss of principal value. ___I seek to grow the principal value of my account(s) over time and am willing to invest in securities that have historically demonstrated a moderate degree of risk to loss of principal value to pursue my objective. ___I seek to grow a greater amount of the principal value of my investments over time and am willing to invest in securities that have historically demonstrated a moderate to above average degree of risk of loss of principal value to pursue this objective. ___I seek a significant increase in the principal value of my investments am willing to accept a corresponding greater degree of risk by investing in securities that have historically demonstrated a high degree of risk of loss of principal to pursue this objective.

How would you respond if you were to endure an investment loss? Choose one

___I would sell my investments immediately if they suffered substantial declines. ___Although declines in investment value make me uncomfortable; I would wait one to two quarters before adjusting my portfolio.

12 ___I can endure significant declines in the value of my investments and would wait at least one year before adjusting my portfolio. ___Even if my investments suffered a significant decline over several years, I would continue to follow my long-term investment strategy and not adjust my portfolio. ___ I would increase the amount invested in my portfolio in anticipation of an increase in value.

How knowledgeable are you with regard to finance and investing? Choose one

___ Minimal. I have very little interest in understanding finance and investing or I have not had the opportunity to learn. ___Low. I have only the basic knowledge of finance, such as stocks, bonds, and mutual funds. ___ Medium. I have knowledge beyond basic products and I understand diversification and other financial and investing terminology and strategy. ___ High. In addition to understanding products and terminology, I understand factors that affect the price of stocks and bonds. ___ Advanced. I have an in depth knowledge of most financial products, including stocks, bonds, and options. I understand overall market risk as well as company specific risk.

13 Investment Experience

Check below each that you have owned:

______Mutual Funds ______Stocks ______Bonds ______Fixed Annuities

______Indexed / Variable Annuities ______ETFs ______REITs ______Limited Partnerships

______Other (provide details:______)

Adviser Proposed Investment Strategies and/or Modules:

See “basic” model language that can be copied into this area

Note: Also, type in any language specific to the individual client’s

goals and objective. The IAC language here has to match

what the client is wanting to achieve by the way the account

is invested i.e. A client may want to be in two models with an

initial allocation of 50% to each and the models have different

objectives or risk profiles.

Client Initial ____/____

This agreement covers the following accounts:

____Individual ____IRA ____Roth ____Trust ____Joint

____Individual Spouse ____IRA Spouse ____Roth Spouse ____ Other:______

14 Client and Adviser Adoption Signatures:

Client and Adviser both jointly adopt this Investment Policy Statement and agree that it is a work in progress that must be updated frequently in order to remain relevant and appropriate.

Client Name: Representative of Royal Fund Management, LLC

Client Signature Date Adviser Signature Date

Second Signature Date

15 Exhibit II

Fee Schedule

The following are the fees charged by Royal Fund Management, LLC for services provided:

ASSETS UNDER MANAGEMENT / ADVISEMENT ANNUAL FEE

$1-250,000 2.00%

$250,001 - $750,000 1.50%

$750,001+ 1.00%

Any changes to the above fee schedule must be initialed below:

Advisor ______Client______Client______

These fees are negotiable. Fees are paid quarterly in arrears, and client may terminate their account with thirty days written notice. Because fees are charged in arrears, no refund policy is necessary. By signing this Investment Advisory Contract, you are authorizing the IA to debit quarterly management fees from your account(s).

INVESTMENT ADVICE NOT INVOLVING SUPERVISION

HOURLY FEES

The hourly fee for these services is $175. The fees are negotiable. Fees are paid in arrears upon completion. Because fees are charged in arrears, no refund is necessary. Clients may terminate their accounts without penalty, for full refund, within 5 business days of signing the advisory contract.

The Negotiated Rate Is ______

16 Advisor ______Client______Client______

17 Exhibit III

Identification of Authorized Third Party

The Authorized Third TD Ameritrade Institutional Party for the Account is:

5010 Wateridge Vista Drive Mailing Address: San Diego, CA 92121-5775

Telephone: 1-800-431-3500

A copy of the Custody Authorized Third Party’s agreement is not attached as part of this Exhibit III.

18 Exhibit IV

ROYAL FUND MANAGEMENT

STATEMENT OF UNDERSTANDING

As an investment adviser, Royal Fund Management has a fundamental obligation to act in the best interests of our clients and provide investment advice that is consistent with your financial objectives. You, as our client, can expect complete fiduciary responsibility from our firm.

I/We ______have read the following and understand the risks associated with investing in stocks or mutual fund portfolios.

 Mutual funds are comprised of individual common stocks that can fluctuate in value.

 Past performance is not a guarantee of future results. Stocks and Mutual funds do not have guarantees for future values. Investors can lose money.

 Estimated annual rates of return over time are not a guarantee of future annual rates of return.

 Royal Fund Management utilizes a no load equity mutual fund or equity strategy that analyzes over 10,000 different mutual funds and equities. All funds are analyzed for expenses, management tenure, historical rates of return, risk ratings, Morningstar rankings, and other statistical measurements important in determining the utilization of a fund within an individual’s portfolio.

 Once or twice a year it may be necessary to rebalance your portfolio. This could create smaller trades that will result in transaction fees. Every attempt is made to keep transaction fees to a minimum. It is necessary to rebalance occasionally to maintain your portfolio’s integrity with a model.

 It is important for you, as the client, to notify your investment adviser representative for Royal Fund Management promptly if family circumstances and/or financial circumstances change. We strive to assist you in meeting your financial objectives and need to be aware of these changes to ensure your investments are still in line with your goals and objectives. Also, please notify your investment adviser representative if your address or phone number changes.

 It is also important for you, as the client, to notify your investment adviser representative promptly if you notice any discrepancies in your investment statements or billing invoices.

I am comfortable with the risks associated with the investment portfolio proposed and agree that the proposed portfolio represents ______% of my total net worth.

19 ______

Signature Date

______

Signature Date