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8304 Kingsbury Blvd.
St. Louis, MO 63105
(314) 434-4750

INVESTMENT MANAGEMENT AGREEMENT

Date: _________________

This agreement is made between Shearwater Capital, LLC, hereafter referred to as "Advisor" and

______________________________________, hereafter referred to as "Client".

The parties agree as follows:

1. Appointment. Client hereby retains Advisor to manage the investment portfolio referenced above (the "Portfolio") in accordance with the terms and conditions of this Agreement. Advisor, agrees to serve in that capacity, on the following terms and conditions.

2. Investment Management Services. Advisor shall have full power to supervise and direct the investment of the Portfolio, making and implementing investment decisions, all without prior consultation with Client. Advisor shall manage the Portfolio in accordance with objectives it deems to be in the best interest of Client. The Advisor may take any action or nonaction as it deems appropriate, with or without other consent or authority from the Client, and may exercise its discretion and deal in and with such assets exactly as fully and freely as the Client might do as owner. The undersigned Client acknowledges that investment in the market poses investment risk, including loss of capital, and understands that Advisor's equity investment approach may involve taking more risk than the stock market in general. It is also understood that the Portfolio will be managed over a full market cycle of four to six years. Such objectives may be amended by Client, by written notice to Advisor, and are subject to acceptance by Advisor.

Advisor shall provide Client with quarterly statements showing market value of the Portfolio and all investment management fees presented to Client's custodian.

Advisor acts as an advisor to other clients and may give advice, and take action, with respect to any such clients which may differ from the advice given, or the timing or nature of action taken, with respect to the Portfolio. Advisor shall have no obligation to purchase or sell for the Portfolio, any security which Advisor, its principals, affiliates or employees may purchase or sell for themselves or for any other clients.

Client recognizes that transactions in a specific security may not be accomplished for all Client accounts at the same time or at the same price.

3. Receipt of Disclosure Statement. Client acknowledges receipt of Advisor.s Form ADV, Part II less than 48 hours prior to, but not later than, the date of execution of this Agreement. Accordingly, Client shall have the option to terminate this Agreement without penalty within five (5) business days after the date of execution of this Agreement; provided, however, that any investment action taken by Advisor with respect to the Portfolio prior to the effective date of such termination shall be at Client's risk.

4. Brokerage Arrangement. Advisor recognizes that the Brokerage firm named on the Account Information form performs services for Client through an asset based fee or commission arrangement. Client hereby authorizes Advisor to effect transactions through such Brokerage. Client understands that the transaction fees which the Client pays may be in excess of commissions or asset based fees which could be obtained from another Brokerage firm or which other clients of Advisor may pay. The undersigned further understands that the price Client pays or receives for a security may be worse than the price paid or received by other clients of Advisor who utilize different brokers than Client.

Advisor shall not be liable to the Client for any act, conduct or omission of any broker. Advisor may aggregate certain trades done on behalf of Client with trades in the same security on the same day done on behalf of clients of Advisor which utilize the same broker as Client. Client shall recognize that other clients of Advisor which utilize a different broker than Client may pay or receive a better price than Client for a transaction in the same security on the same day.

5. Advisor's Discretion on Use of Brokerage. The foregoing Brokerage arrangement does not preclude Advisor from effecting transactions with a broker other than the broker designated on the Account Information form, if Advisor believes, in good faith, that the other broker will provide the best execution. When possible, Advisor will trade net; however, the Client agrees to bear any transaction costs and brokerage commissions which may be charged in addition to fees charged by the Client's account custodian. Advisor does not guarantee that better prices will be received, nor does such discretion obligate Advisor to solicit competitive bids.

6. Custodial Services. Client shall appoint a custodian acceptable to Advisor to take and have possession of the assets of the Portfolio. Advisor shall not be the custodian. Said custodian will be identified by Client on the Account Information form and Client shall instruct custodian to furnish Advisor with account confirmations and statements. Advisor shall have no liability with respect to custody arrangements or the acts, conduct or omission of the custodian. Advisor shall be authorized to instruct the custodian to deliver securities and to pay cash for securities delivered to custodian as is necessary for Advisor to perform under this Agreement.

7. Liability of Advisor. It is understood the Advisor will act in good faith and shall not be liable for any loss incurred in connection with recommendations or investments made or other action(s) taken on behalf of Client due to errors of judgment or by reason of Advisor.s advice including action taken or omitted subsequent to Client.s death or termination of this Agreement, but prior to receipt by Advisor or written notice thereof, and including action taken or omitted prior to a written notice of termination. However, Advisor shall not be excluded from liability for losses occasioned by reason of willful misfeasance or bad faith in the performance of its duties, or by reason of reckless disregard of obligations and duties hereunder. Advisor shall not be responsible for any loss incurred by reason of any act or omission of Client, any custodian or any brokerage firm. Nothing stated herein shall be construed as a waiver of compliance with or an exclusion or limitation of liability for any violation of federal and/or state securities laws or any rule or regulation thereunder.

8. Compensation. Client shall pay a yearly management fee as compensation for Advisor.s services. Such fee will be payable in quarterly installments. The fee will be based on the value of the assets in the account and shall be payable in advance for the next quarter. The initial fee shall be due and payable at the time the account is opened and shall cover the remainder of the current quarterly period. The initial fee shall be based on the value of the assets placed in the account. Advisor's compensation for services shall be calculated and paid in accordance with the following Schedule of Fees:

Such Schedule of Fees shall be applied by Advisor to the fair market value of the assets of the Portfolio as reasonably determined by Advisor on the last business day of each quarterly period. Client authorizes the custodian to pay Advisor directly each quarter from Client's account upon presentation of a bill by Advisor, unless specified otherwise in writing.

9. Representations of Parties. Advisor represents that it is registered as an investment adviser with the U.S. Securities and Exchange Commission and that such registration is currently effective.

Client represents that employment of Advisor is authorized by, has been accomplished in accordance with, and does not violate any documents or policy statements governing the Portfolio.

10. Third Party Authorization. Client authorizes Advisor to accept instructions given orally or in writing regarding securities transactions or account administration for the Portfolio from Client, Client's custodian, and Client's broker (as identified on the Account Information form), and other representatives as may be appointed by Client in writing to Advisor.

If Client is an individual, in the event of death of Client, this Agreement shall continue in force until such time as Advisor has
been given directions by Client's personal representative.

All information and advice furnished by either party to the other shall be treated as confidential and shall not be disclosed to
third parties except as required by law. Client authorizes release to Advisor of brokerage/custodial account information
including forms which contain Client financial information and any additional information used to assess the suitability of the
investment strategy chosen by Client.

11. Proxies. Unless otherwise agreed to in writing by Advisor and Client, Client specifically reserves the right to vote proxies for Portfolio securities.

12. ERISA (for ERISA Governed Portfolios Only). Advisor acknowledges it is "fiduciary. as that term is defined by the Employee Retirement Income Security Act of 1974 as amended ('ERISA"), with respect to the Portfolio.

Client represents that employment of Advisor is authorized by, has been accomplished in accordance with, and does not violate any documents or policy statements governing the Portfolio. Client will furnish Advisor with true copies of all governing documents and policy statements. Furthermore, Client acknowledges that it is a "named fiduciary. with respect to the control or management of the assets of the Portfolio; and Client agrees to obtain and maintain a bond, satisfying the requirements of Section 412 of ERISA, and to include Advisor, and its agents, among those insured under that bond.

10. Notice. Notices required to be given under this Agreement shall be sent by U.S. mail, certified mail or overnight delivery service and shall be deemed given when received at the addresses specified on the Agreement and as to the custodian, at such address as it may specify to Advisor in writing, or at such other address as a party to receive notice may specify in a notice given in accordance with this provision. Advisor may rely on any notice from any person reasonably believed to be genuine and authorized.

14. Headings. Any headings used herein are for convenience only and are not to be used in the interpretation of this Agreement.

15. No Assignment. Neither party may assign, convey or otherwise transfer any of its rights, obligations or interests herein without the prior written consent of the other party. Subject to the provisions regarding assignment, this Agreement shall be binding on the heirs, executors, administrators, legal representatives, successors, and assigns of the respective parties.

16. Governing Law. This Agreement and its schedules constitute the entire Agreement of the parties with respect to management of the Portfolio and can be amended only be written document signed by the parties. This Agreement shall be governed by the laws of the State of Missouri.

Client agrees that 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 in accordance with the Code of Commercial Arbitration of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration shall be held in the County of Saint Louis, State of Missouri. However, this paragraph does not constitute a waiver of any right provided by the Investment Advisors Act of 1940 or any state law.

17. Termination. Client may terminate this Agreement at any time by written notice to Advisor. Advisor may terminate this Agreement at any time by written notice to Client. If terminated by Client, a fee will be charged through the end of the month in which the account is closed. Any fees due upon termination by Advisor will be prorated for the period in which the account was open. Such compensation will be determined based on the attached Schedule of Fees.

18. Signatures. Client represents that the signatures on this Agreement represent all required signatures authorized to enter into this Agreement for referenced account. In the event of multiple signatories, Advisor may share information between the undersigned signatories but Advisor is not obligated to ensure all signatories have been independently notified. Advisor represents the party signing below on its behalf is so authorized.

NAME: ____________________________________________

ADDRESS: _________________________________________

_________________________________________________

_________________________________________________

_________________________________________________

SOCIAL SECURITY / TAX I.D. NUMBER: ________________

ACCEPTED AND AGREED TO by the Client

this___ day of _______, 20____

_________________________________________________

Signature of Client, Fiduciary or Trustee(s)

ACCEPTED AND AGREED TO by the Advisor

this___ day of ______, 20____

Shearwater Capital, LLC

By:__________________________________________

Title:_________________________________________

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