Sub-Advisor Agreement

This Agreement (“the Agreement”) is entered into this _____ day of ___________, ____ by and
between Woodlands Asset Management, Inc. (hereinafter referred to as “WAMI”) as the
Managing Advisor (“WAMI”) and Davis Hamilton Jackson & Associates as the Sub-Advisor
(hereinafter referred as the “Sub-Advisor”).

AGREEMENT
WHEREAS, WAMI provides investment supervisory and management services, on a
discretionary basis, to various clients; and

WHEREAS, WAMI has directed such clients to establish one or more accounts with Charles
Schwab (hereinafter referred to as the “Custodian”), whereby the Custodian provides custody
and record keeping services with respect to assets (hereinafter referred to as the “Assets”) in the
accounts (hereinafter referred to as “Account(s)”) as set forth in Exhibit A, which is attached
hereto and incorporated herein for all purposes.

WHEREAS, pursuant to the discretionary powers which client has granted to WAMI, WAMI
desires to engage Sub-Advisor to provide investment and money management services, on a
discretionary basis, with regard to the Assets as the Sub-Advisor.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,
the parties hereto agree as follows:

1. ENGAGEMENT OF SUB-ADVISOR.

A. General. WAMI hereby engages Sub-Advisor to manage the Assets of the client
(hereinafter referred to as “Client”), on a discretionary basis, as of the date first
set forth above and pursuant to the terms and conditions set forth herein. Pursuant
to Sub-Advisor’s engagement as set forth herein, Sub-Advisor hereby agrees to
invest all securities and cash that the Client may from time to time deposit in the
Account(s) through Sub-Advisor without prior consultation with WAMI, subject
only to the investment objectives and restrictions imposed by written notice to
Sub-Advisor by WAMI.
B. Engagement of Sub-Advisor. WAMI shall forward to Sub-Advisor (a) a copy of
the agreement executed by such Client, and (b) a copy of the Client’s investment
policy statement, executed by the Client, setting forth Client’s investment
objectives and restrictions. After review of the foregoing, Client information and
information regarding the Account(s)s and or Assets as Sub-Advisor may
reasonably request, Sub-Advisor shall accept or reject its engagement by WAMI
to provide investment advisory services for such Client. This Agreement shall
become effective as to such engagement when executed and delivered by Sub-
Advisor to WAMI.
 C. Other. The Sub-Advisor shall have no responsibility with respect to the tendering
of securities or interest coupons in response to offers, call or redemptions or with
respect to the exercise of conversion rights, subscription rights or other options
relating to the Account(s) unless the Sub-Advisor has received written notice
thereof that refers to the particular securities managed by the Sub-Advisor for the
Client as opposed to a notice referring merely to the securities of a particular
issuer.

The Sub-Advisor shall have no obligation to seek to obtain any material non-
public information about any issuer of securities, or to purchase or sell, or to
recommend for purchase or sale, of the Account(s) the securities of any issuer on
the basis of any such information as may come into the Sub Advisor’s possession.
The Sub-Advisor acknowledges that it, and not WAMI, will exercise “investment
discretion” with respect to Clients within the meaning of Section 13(f) of the
Securities Exchange Act of 1934, and that the Sub-Advisor shall be responsible
for filing any required reports with the Securities and Exchange Commission
pursuant to that section.

2. COMMUNICATIONS WITH CLIENT.

A. General. Unless otherwise noted in this Agreement, all communications with

Client regarding the management of its Assets shall be provided through
WAMI.
B. Quarterly Informational Reports. Quarterly informational reports on the
Account(s) shall be prepared at the direction of WAMI and forwarded to
WAMI unless directed in writing otherwise. Sub-Advisor shall furnish such
information concerning the Account(s) and the services provided hereunder as
WAMI may reasonably request.
C. Consultation. During normal business hours, Sub-Advisor will be reasonably
available to WAMI for consultation regarding the Account(s).
.
3. BROKERAGE, CUSTODY, AND RELATED SERVICES.

WAMI hereby authorizes and directs Sub-Advisor to effect all transactions through Custodian.
To this end, WAMI agrees to provide all requisite documentation that the Custodian may
additionally require to authorize the Sub-Advisor to direct trades on behalf of the Client. In
addition to executing portfolio transactions, WAMI further agrees to provide certain record
keeping services pursuant to agreements with the Custodian. The Custodian shall provide
custody, safekeeping and record keeping services on behalf of WAMI.

4. CLIENT INFORMATION AND DOCUMENTATION.

A. Prior to the Engagement of Sub-Advisor. In order for the Sub-Advisor to obtain

sufficient information regarding a Client to determine that such Client is suitable for the
investment philosophy of Sub-Advisor and to enable Sub-Advisor to provide
individualized services to Client, WAMI shall interview Client regarding Client’s
 financial situation and individual needs (including, without limitation, Client’s
investment objectives and restrictions), and advise the Sub-Advisor, in writing, of such
information. Sub-Advisor agrees that such information is confidential and will not be
disclosed to any third party without the consent of WAMI.
B. Client Notification. The Client shall promptly notify Sub-Advisor in writing of any
changes in the Client’s financial situation (including without limitation, Client’s
investment objectives and restrictions).
C. Specific Client Instructions. WAMI shall promptly notify the Sub-Advisor of specific
instructions or restrictions concerning the management of the Account(s), which the
Client imposes, including the designation of particular securities or types of securities
that should be sold if held in the Account(s).
D. General. Unless the Sub-Advisor is notified in writing by WAMI of specific restrictions,
the investments made for the Account shall be deemed not to be restricted under any
current laws or by virtue of the terms of any other contract or instrument purporting to
bind Sub-Advisor. WAMI understands that the Sub-Advisor is notified in writing by
WAMI to manage the Client’s Assets as appropriate to Sub-Advisor’s style and Client’s
objectives. WAMI further understands that Sub-Advisor does not assume diversification
responsibility for the Client’s assets not managed by Sub-Advisor.

5. UN-SUPERVISED ASSETS OF CLIENT.

Those assets that Client may deposit into the same account as set up by the Custodian which are
not subject to this Agreement and which Sub-Advisor shall have no responsibility are as follows
(such assets to b

6. COMPENSATION

As compensation for providing the services specified herein, WAMI shall pay Sub-Advisor, as
long as this Agreement remains in effect, an annual fee as described in Exhibit A (hereinafter
referred to as the “Fee”).

The Sub-Advisor’s Fee shall be payable quarterly in advance, and shall be calculated on a per
account basis using the ending market values for the preceding quarter. WAMI shall forward
remittance of the Sub-Advisor’s Fee to the Sub-Advisor on or before the 45th day following the
commencement of the quarter for which the Fee applies. The term “quarter” as used herein shall
mean a calendar quarter. In the event this Agreement, or any account(s) covered by this
Agreement is terminated prior to the end of a quarter, the Sub-Advisory Fee shall be prorated as
of the date of termination. WAMI shall pay the Sub-Advisor the Sub-Advisor’s Fee on a pro-
rata basis, for the period investment advisory services were provided hereunder.

7. POWER OF ATTORNEY.

So that Sub-Advisor may perform its functions hereunder, WAMI grants discretionary power to
Sub-Advisor and appoints Sub-Advisor his agent and attorneys-in-fact thereby authorizing and
empowering Sub-Advisor to take all such action as is allowable and specifically set forth in the
power of attorney in the Customer Account documentation, which provisions are incorporated
herein for all purposes by reference; PROVIDED HOWEVER, that except for the receipt of the
advisory fee payment as provided herein, nothing herein shall be construed as authorizing Sub-
Advisor to obtain custody or possession of any funds, securities or other property in which Client
has any beneficial interest in any manner whatsoever.

8. REPRESENTATIONS.

A. Sub-Advisor Representations. Sub-Advisor represents that: (i) it is a registered

investment advisor under the Investment Advisers Act of 1940 as amended; (ii) is duly
registered (or appropriately exempt from registration) as an investment advisor in each
state where its activities in connection with the Account(s) subject Sub-Advisor to
registration and at all times while this Agreement is in effect; (iii) will maintain such
status and operate in full compliance with the applicable laws and regulations in all
applicable jurisdictions; (iv) and for employee benefit accounts, acknowledges that it is a
fiduciary to the plan under Section 3(21)A of ERISA. If Client is an employee benefit
account, Client agrees to obtain and maintain a bond, satisfying the requirements of
Section 412 of ERISA, and to include Sub-Advisor and its agents among those insured
under that bond. Sub-Advisor further represents that this Agreement has been duly
authorized, executed and delivered to the Sub-Advisor and is a valid and binding
obligation of Sub-Advisor, enforceable against Sub-Advisor in accordance with its terms;
and neither the execution and delivery of this Agreement nor the performance by the Sub-
Advisor of its obligations hereunder will conflict with or result in a breach of any of the
terms or provisions of any agreement or instrument to which it is a party or by which it is
bound.
B. WAMI Representations: WAMI represents that: (i) it is currently registered as an
investment advisor under the Investment Advisor’s Act of 1940 as amended, and at all
times while this Agreement is in effect will maintain such status and operate in full
competence with the applicable laws; (ii) is duly registered (or appropriately exempt
from registration) as an investment advisor in each state where its activities in connection
with the Account(s) subject WAMI to registration (as the case may be) and at all times
while this Agreement in effect, it will maintain such status and operate in full compliance
with the applicable laws and regulations in all applicable jurisdictions; (iii) this
Agreement has been duly authorized and executed by WAMI, and as such is a valid and
binding obligation of WAMI, is enforceable against WAMI and/or Sub-Advisor in
accordance with its terms, and neither the execution and/or the delivery of this
Agreement nor the performance by WAMI of its obligations hereunder will conflict with
or result in a breach of any of the terms or provisions of any agreement or instrument to
which is a party or by which it is bound; and (iv) for employee benefit accounts, it
respectively acknowledges that it is a fiduciary to the plan under Section 3(21)A of
ERISA.
C. Additional Representations of WAMI. WAMI additionally represents that it shall not use
any materials referring to Sub-Advisor in any manner in connection with this Agreement
without Sub-Advisor’s prior approval.
9. CONFIDENTIALITY.

Each party agrees that any information regarding Client, the Account(s) and the Assets is
confidential information which shall be used by Sub-Advisor solely in connection with the
provision of the advisory services or brokerage services respectively rendered hereunder and
which will not be disclosed to third parties unless authorized by WAMI or required by law.

10. INDEMNIFICATION.

WAMI and Sub-Advisor (each the “indemnifying party”) agree to indemnify and hold the other
party free and harmless from and against any demand, claim, action, suit, or other proceeding,
including but without limitation reasonable attorney’s fees, not arising out of gross negligence,
bad faith or willful misfeasance by the indemnifying party with respect to its responsibilities
stated herein or by operation of the law or otherwise.

11. TERMINATION OF AGREEMENT.

Any party to this Agreement may terminate by delivering written notice of the termination and
the termination date to the other parties hereto by certified or registered mail, to the address set
forth above. Advisory Fees shall be prorated to the date of termination. In the event any party
terminates this Agreement, Sub-Advisor shall take no discretionary action with regards to the
assets in the Account(s), unless and until WAMI instructs Sub-Advisor otherwise in writing.

12. PROXIES AND OTHER LEGAL NOTICES.

Sub-Advisor shall not render any advice or take any action on behalf of the Client with respect to
securities or other investments held in the Accounts(s), or the issuers thereof, which become the
subject of any legal proceedings, including bankruptcies. WAMI hereby retains the right and
obligation to take any action relating to securities held in the Account(s). Furthermore, except to
the extent otherwise required by law, Sub-Advisor shall take any action or render any advice
with respect to the voting proxies solicited by, or with respect to, the issuers of any securities
held in the Account(s).

13. GENERAL.
A. Non-Exclusivity or WAMI’s and Sub-Advisor’s Services. The services provided by
WAMI and Sub-Advisor under this Agreement are non-exclusive, and WAMI and Sub-
Advisor shall be free to render the same or similar services to other parties.
B. Assignment. Either WAMI or Sub-Advisor shall not assign this Agreement with the
other party’s specific prior written consent.
C. Entire Agreement. This Agreement represents the entire Agreement between the parties
and may not be modified or amended except in writing signed by all parties.
D. Governing Law. It is understood that this Agreement shall be governed by and construed
under and in accordance with the laws of the state of Texas.
E. Severability. In the event that any of the terms, conditions or provisions of this
Agreement are held to be illegal, unenforceable or invalid by any court of competent
 jurisdiction, the legality, validity, and enforceability of the remaining terms, conditions,
or provisions shall not be affected thereby.
F. Arbitration. The parties to this Agreement agree that any controversy which may arise
between them concerning any transaction hereunder or otherwise concerning this
Agreement shall be governed by the arbitration provisions set forth in the Custodian’s
and/or WAMI’s New Account Agreement, which arbitration provision in incorporated
herein by reference.

ARBITRATION IS FINAL AND BINDING ON THE PARTIES. THE PARTIES ARE

WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT
TO A JURTY TRIAL. PRE-ARBITRATION DISCOVERY IS GENERALLY MORE
LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. THE
ARBITRATOR’S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS
OR LEGAL REASONING AND ANY PARTY’S RIGHT TO APPEAL OR TO SEEK
MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.
THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE ARBITRATORS WHO
WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY AND SUCH
ARBITRATION SHALL TAKE PLACE IN HOUSTON, TEXAS.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set
forth above.

SUB-ADVISOR:

Davis Hamilton Jackson & Associates, Inc.

X__________________________________________
By: ___________________ Title ________________

WAMI:

Woodlands Asset Management, Inc.

X__________________________________________
By: ___________________ Title ________________
 EXHIBIT A

Account(s) Schwab Account Annual Fee

No.

Encl:
1. WAMI Investment Agreement
2. Investment Policy Statement (including investment objectives and/or any restrictions).
3. Trading Authorization Form (granting DHJ authority to direct transactions through
Custodian).