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Investment Management Agreement

This agreement is made between the undersigned “Client” and All Season Financial Advisors, Inc. “Manager”.

WHEREAS, Manager is registered pursuant to the Investment Advisors Act of 1940, as amended, and Client wishes to retain Manager with respect to the recommendation and management of investments by Client in stocks and/or mutual funds, the parties hereto agree to the following: Client authorizes All Season Financial Advisors, Inc to:

1. Establish an account in client’s name at the mutual fund group or brokerage.
   
   
2. Permit the purchase, sale and exchange of stocks and/or mutual fund investments by manager on behalf of client without notice to or further authorization from the client.
   
   
3. Authorize liquidation of funds to pay management fees to manager according to the fee schedule (shown overleaf) if client requests that fees be paid from the account.

Manager shall have complete authority, in its discretion, to effect on behalf of the Client account(s), from time to time, the sale of any and all of the shares of various mutual funds and the purchase of additional mutual fund shares.

Client may make deposits to, or withdrawals from, his account at any time. Manager shall be notified of each such withdrawal of deposit before they occur.

Manager is authorized to act in pursuance of this Agreement through any officer or employees designated for such purpose by the Manager’s Board of Directors or its President.

Manager makes no promises, representations, warranties or guarantees that any of the services to be rendered here under will result in a profit to the Client. The mutual fund timing decisions of the Manager are based on techniques and indicators that have been well researched and have produced profitable buy/sell signals in the past. However, there can be no guarantee that they will produce profitable results in the future. Client agrees to hold Manager harmless for any losses in Client accounts due to any decrease in net asset value of mutual funds owned by Client due to, but not limited to, market timing decisions made by Manager which prove to be unprofitable; communications or computer problems which prevent or limit the ability to effect purchases, sales or exchanges; or trading restrictions imposed by mutual funds or governmental authorities.

In the event that the Client shall die or be declared incompetent, the authority of the manager to continue to act under the terms of the Agreement shall continue until such time as the Advisor is notified in writing of the death or incompetence of the Client. This Agreement may be terminated at any time, for any reason, by either party giving written notice to the other at least ten (10) business days prior to the proposed termination date.

Client acknowledges that many mutual funds may have sales charges or redemption fees. Manager receives no compensation from any of these expenses. In addition, all mutual funds charge management fees or advisory expenses, separate from Manager’s fees that are reflected in the Net Asset Value of the mutual fund. The parties hereto agree that any controversy arising out of this agreement shall be submitted to arbitration conducted under the provisions of the American Arbitration Association. This does not constitute a waiver of any right provided by the Investment Advisor’s Act of 1940, including the right to choose the forum, whether arbitration or adjudication, in which to seek resolution of disputes.

No assignment of this Agreement shall be made by the Manager unless consented to in writing by the Client.

Client shall pay Manager for services rendered pursuant to this Agreement a fee calculated in accordance with the fee schedule on the next page. Fees are charged quarterly in advance. The fee for the first quarter shall be based on the principal amount invested. The fee for subsequent quarter shall be based on the market value of the account at the end of the quarter. Fees shall be payable at quarterly intervals ending in March, June, September and December. In the event of termination of the Agreement by the Client, the fee shall be refundable on a pro-rata basis. Notwithstanding anything to the contrary in the Agreement, fees, other than the initial evaluation and account establishment fee discussed below, will be refunded in full, if termination of the Agreement is requested within five(5) business days of the original date of this Agreement.

Right of Recession

CLIENT further acknowledges that he has had a reasonable opportunity (i.e. at least 48 hours) to review said Disclosure Statement, and to discuss the contents of same with professionals of his choosing, prior to the execution of this Agreement. Any CLIENT who has not received a copy of the Advisor’s Disclosure Statement at least 48 hours prior to execution of this Agreement shall have 5 business days from the date of execution of this Agreement to terminate Advisor’s services without penalty.

Relative to the USA Patriot Act:

As of October 1, 2003. Important Information about procedures for opening a new Account: To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: when you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.

Relative to Proxy Voting Policy:

All Season Financial Advisors, Inc. (“Adviser”) does not vote client proxies. Therefore, although Adviser may provide investment advisory services relative to client investment assets, Adviser clients maintain exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client’s investment assets. Adviser and/or the client shall correspondingly instruct each custodian of the assets to forward to the client copies of all proxies and shareholder communications relating to the client’s investment assets. Any questions regarding Adviser’s proxy voting policy shall be directed to Sam Jones, Compliance Officer of Adviser, at (303) 837 1187.

Client will be billed by the Manager in accordance with the following fee schedule:

MANAGEMENT FEES: Management fees are charged quarterly in advance according to the fee schedule and are based on the amount of money under management at the beginning of each quarter or the minimum account fee, which ever is greater. Fees may be paid directly by the client or be liquidated from the account with an authorization from the client. (Duplicate copies of invoices will be sent to the client where fees are liquidated.) New accounts, additions or partial withdrawals greater than $10,000 and refunds for client cancellations will be calculated on a pro-rata basis.

Standard Fee Schedule
Client Assets The first $500,000 The next $500,000 All assets above $1,000,000	Annual Management Fee 2.00% 1.50% 1.00%

All Datalynx accounts are subject to a $100 initiation fee and $100 closing fee. (Imposed at the Manager’s discretion)

Management Fees are Negotiable (at the Manager’s discretion)

Investments in the Integrity All Season Mutual Fund, bound by this advisory agreement will not be charged management fees in addition to the internal mutual fund expenses.

Client hereby acknowledges receipt of Manager Form ADV, Part II.
The laws of the State of Colorado shall govern this Agreement.
This Agreement supersedes all prior or contemporaneous written or oral agreements.

________________________________________________ SIGNATURE OF CLIENT (A)	________________________________________________ SECOND SIGNATURE IF JOINT (B)
______________________________________________________ NAME OF CLIENT (Please Print)	_____________________________________________________ NAME OF JOINT CLIENT (Please Print)
AUTHORIZATION TO LIQUIDATE FEES DIRECTLY FROM ACCOUNT:
A) _____ B)_____ (Initials)	I authorize Fiserv Trust Co./Datalynx or Waterhouse Securities or American Skandia to pay my advisor (Management) fees directly from my account as invoiced by All Season Financial Advisors, Inc.

Purpose:

The purpose of this investment policy statement is to create a general framework within which investment management programs can be selected and measured for the financial assets of __________________________________.

Investment Objective:

The principle objective of all assets committed to the discretionary management of All Season Financial Advisors should be to prudently achieve a high level of risk adjusted total returns. Protection against a major decline in value is critical to achieving this objective. Over a full economic cycle the program should ideally be competitive with major stock market indices in return but it should definitely exhibit substantially lower volatility and downside risk. A full economic cycle is typically a four year period. Clients who do not commit to any strategy for a full cycle are unlikely to yield the full benefits of our strategies. A preferred program would experience significantly smaller declines in major down trends, experiencing positive returns each year (or very close to it). In major up trends the program may lag behind major market indices to some degree but over the full economic cycle the total return of the program should ideally be competitive with that of the indices.

Discussion:

Programs which achieve the above objective will be those which dynamically allocate capital to investment vehicles which are providing strong rates of return relative to their volatility. When such vehicles cease to do so or when market conditions so warrant they will typically be sold or hedged in order to manage market risk. Any chosen strategy would be a candidate for replacement if it fails to meet the stated objectives. Tax efficiency should only be considered as secondary criteria in the pursuit of reasonable, consistent positive returns in all markets. Trading strategies are generally less profitable in terms of after tax returns.

_________________________________________________	___________________
Client Signature	Date
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Client Signature	Date
_________________________________________________	___________________
Officer of All Season Financial Advisors	Date
_________________________________________________	_________________________________________________
NAME OF CLIENT (Please Print)	NAME OF JOINT CLIENT (Please Print)