INVESTMENT ADVISORY AGREEMENT

Transcription

1 INVESTMENT ADVISORY AGREEMENT 1150 Bob Courtway Dr. Suite 50 Conway, AR This Investment Advisory Agreement made and entered into this Day of,20 by (Client). Client hereby agrees to engage Veritas Independent Partners, LLC, (VIP) and, its Independent Advisor Representative under the following terms and conditions. Tel:

2 INVESTMENT ADVISORY AGREEMENT INSTRUCTIONS Please find attached the following documents o Investment Advisory Agreement o Investment Management Fee Schedule o Cost Basis Information/Letter of Authorization o Privacy Policy o Form ADV II Brochure Once the above items have been reviewed, please return the following to Veritas Independent Partners along with: o A copy of a U.S. Driver s License for all account holders o Investment Advisory Agreement ensuring the following: Page 1 Provide Client name(s) Item 4: Initial choice of Non Discretionary OR Discretionary Item 10: Initial where indicated Item 19: Sign where indicated (all account holders) o Cost Basis Completed & Letter of Authorization signed (if applicable) Please keep the following documents for your records: o Privacy Policy o ADV II Part 2 o A Copy of all your account forms Please contact your Advisor s office or if you have any questions. 2

3 INVESTMENT ADVISORY AGREEMENT 1. Governing Law: The validity of this Agreement and the rights and liabilities of the parties hereunder shall be determined in accordance with the laws of the state of Arkansas. 2. Implementation of Advice. It is understood and accepted by Client that VIP performs investment advisory services for various clients, and that VIP may give advice and take action in the performance of its duties with respect to any of its other clients, which may differ from advice given or the timing or nature of action taken with respect to the Client s Account. 3. Services. Client hereby appoints VIP, and VIP hereby accepts Client s appointment, as investment manager for the Account. VIP agrees: (a) to review at reasonable intervals during the period of this Agreement the investments of the Account as initially accepted by VIP, together with all additions, substitutions and alterations thereto; (b) to manage Client s investments in accordance with Client s instructions and consistent with Client s investment objectives, as indicated in VIP s records; and (c) to provide Client, at least quarterly, a written report of the investments of the Account. It is understood and agreed that VIP, in the preparation of reports, does not assume responsibility for the accuracy of information furnished by Client or any other person, firm or corporation. 4. Trading Authorization. Fee Based Non Discretionary Account (Initial), Fee Based Discretionary Account (Initial), By initialing above, Client hereby grants VIP discretionary authority to manage the Account. VIP shall supervise and direct, in its sole discretion, the investments of and for the Account without further consultation with Client, subject however, to such limitations and restrictions as Client may impose by notice, in writing, to VIP Using this authority, VIP may: (a) buy, sell, exchange, convert and otherwise trade in any and all stocks, bonds and other securities as VIP may select (b) Establish, maintain and deal through accounts with one or more securities brokerage firms as VIP may select, to effect purchases or sales of securities, as agent for the Account. 5. Execution Services and Settlements. All transactions authorized by this Agreement shall be consummated by payment to or delivery by Client, or Client s custodian, of all cash and/or securities due to or from the Account. VIP shall not, under any circumstances, act as custodian for the Account or take or have possession of any assets of the Account. VIP shall instruct all brokers executing orders on behalf of the Account to forward to Client or Client s custodian, copies of notices of all transactions, promptly after execution. VIP shall not be responsible for any loss incurred by reason of any act or omission of any broker or custodian. When placing orders for the Account, VIP will attempt to secure the best price and execution possible, commensurate with receiving research and other services (including quotation and information retrieval equipment) helpful to managing assets for clients. Since we do not recommend, suggest, or make available a selection of custodians other than SEI and TD Ameritrade, and we have not verified whether their transaction fees are competitive with another custodian, best execution may not always be achieved. Therefore, you do not have to accept our recommendation to use either of these financial institutions as your custodian. However, if you elect to use another custodian, we may not be able to provide you complete institutional services. 6. Fees and Terms of Payment. The compensation of VIP for its services shall be calculated in accordance with the attached Fee Schedule unless otherwise indicated on the attached Investment Management Fee Schedule. Fees will be payable Monthly, in arrears, based upon a valuation of the Account at the end of each monthly period. Upon termination by either party, the effective date of termination shall be used as the concluding date for valuation of the Account. The final charge for investment services shall cover the period from the most recent valuation date to the termination date, and 3

4 VIP agrees to refund any prepaid fee, prorated to the termination date. Client agrees that VIP may change its fees upon 30 days advance written notice to Client. Each month VIP will submit a statement of fees to the client which will include the fee charged, the formula used to calculate the fee and the account value used in calculating the fee. This statement will be delivered to the provided by the client on his/her client profile or by mail. The client should notify VIP immediately if any discrepancies are noted on the statement. 7. Fee Authorization. Client hereby authorizes the custodian of the Account to pay VIP its management fee directly from the Account, as invoiced by VIP. The custodian of the Account may rely on the invoices submitted by VIP, and will have no responsibility to calculate or verify fees so invoiced. 8. Notices. All notices and other communications contemplated by this Agreement shall be deemed duly given if transmitted to VIP at the address first above written and to Client at the address appearing below, or at such other address or addresses as shall be specified, in each case, in a notice similarly given. 9. Issuer Communications, Proxy Voting, and Related Actions. You understand and agree that you may retain the right to vote all proxies, which are solicited for securities held in your managed accounts. However, if you have specified on your custodian account agreement that you would not like to receive or vote on proxies, you have elected for VIP to have that voting authority. 10. Privacy Policy and Form ADV II. VIP s Privacy Policy will be mailed to each client. Client(s) hereby acknowledges receiving a copy of Form ADV II by initialing the following line(s):, 11. Authority of Client. The execution and delivery of this Agreement by Client shall constitute the representation by Client that the terms hereof do not violate any obligation by which Client is bound, whether arising by contract, operation of law or otherwise, and if client is a corporation, that (a) this agreement has been duly authorized by appropriate corporate action and, (b) when so executed and delivered, will be binding upon Client in accordance with its terms. Client agrees to deliver to VIP such evidence of such authority as VIP may reasonably require. If this Agreement is entered into by trustee or other fiduciary, such trustee or fiduciary represents that VIP s program is within the scope of investments authorized pursuant to any applicable plan, trust and/or applicable law and that he is duly authorized to negotiate the terms of this Agreement, including fees, and to enter into this Agreement, and agrees to provide such supporting documentation as may be required by VIP. Client warrants that securities delivered to Client s custodian are free of any encumbrances. Client undertakes to inform VIP, as applicable, of any event which might affect the authority or the property of this Agreement 12. Dispute Resolution Procedure. Any controversy or claim arising out of or relating to services to Client under this Agreement, or the construction or breach thereof, shall be settled by arbitration before a panel of independent arbitrators in a venue convenient to the client, established in accordance with the arbitration rules of a recognized alternative dispute resolution organization. Judgment on the award rendered by the arbitrators shall be final. 13. Termination. This Agreement may be terminated by and upon either party giving thirty (30) days written notice to the other party. If Client has not received Part II of VIP s Form ADV at least 48 hours prior to the date of this Agreement, Client shall have the right to terminate the Agreement without penalty, within five (5) business days from the date of signing this Agreement. 14. Limit of Liability. Except as otherwise provided by federal or state securities laws, the Advisor, acting in good faith, shall not be liable for any action, omission, investment recommendations/decision, or loss in connection with this Agreement including, but not limited to, the investment of assets in the Account or the acts and/or omissions of other professionals or third party service providers recommended to the Client by the Advisor, including a broker-dealer and/or custodian. If the Account contains only a portion of the Client s total assets, Advisor shall be responsible for those assets that the Client has designated to be the subject of the Advisor s investment management services under this Agreement without consideration to those additional assets not so designated by the client. 4

5 15. Risk Acknowledgement. Advisor does not guarantee the future performance of the Account or any specific level of performance, the success of any investment recommendation or strategy that Advisor may recommend and/or take for the Account. Client understands that investment recommendations and/or decisions for the Account are subject to various markets, currency, economic, political and business risk, and that those investment recommendations and/or decisions will not always be profitable. 16. Modification, Intent and Assignment. This Agreement shall not be changed, modified, terminated, or discharged in whole or in part, except by an instrument in writing signed by both parties hereto or their respective successors or assigns; provided, however, that VIP may unilaterally amend the Fee Schedule referred to in paragraph 7, effective upon thirty (30) days advance written notice to Client of such amendment. This agreement constitutes the entire Agreement between the parties with regard to the investment advisory matters described herein, superseding all prior oral and written communications, proposals, negotiations, representations, understanding, courses of dealings, agreement, contracts and the like between parties. No assignment of this Agreement by VIP shall be effective without the consent of the Client. 17. Capacity to Contract. The Client represents that he/she is of legal age and no one except the person(s) signed this Agreement has an interest in the account. If the Client is signing on behalf of others, the Client represents that the persons or entities on whose behalf the Client is signing is authorized to enter into this Agreement and the Client is duly authorized to sign the Agreement and make representations herein in the name and on behalf of such other persons or entities. 18. ERISA Accounts. If this Agreement is entered into by a trustee or other fiduciary ("Fiduciary") of an employee benefit plan ("Plan") subject to the Employee Retirement Income Security Act ("ERISA"), such Fiduciary represents and warrants that (a) the execution and delivery of, and the acts contemplated under, the Account Documents are permitted by and in accordance with the Plan's governing instruments; (b) such instruments provide that an "investment manager" (as defined under ERISA) may be appointed for the Plan; and (c) such Fiduciary is a "named fiduciary" (as defined under ERISA) who has the power under the plan to appoint an investment manager. 19. Signatures. By signing below, both parties acknowledge that this account and Client s relationship with VIP will be governed by this Investment Advisory Agreement, its Account Application, and all incorporated agreements and/or disclosures. Client signature Print Name Date Client Signature Print Name Date Client Signature Print Name Date Agreed and accepted by Veritas Independent Partners, Inc.: Investment Advisor Signature Print Name Date VIP Signature Print Name Date 5

6 INVESTMENT MANAGEMENT FEE SCHEDULE Investment management fees are determined according to the fair market value of securities under management. All fees are collected monthly in arrears and are subject to change. Custody services are billed separately by the company providing safekeeping of the client assets (if applicable). Special services will be charged based on time, complexity and responsibility involved. There are no termination fees for Veritas Independent Partners. Standard Fee Schedule UP TO $49, % per year $50,000-$99, % per year $100,000-$249, % per year $250,000-$999, % per year $1,000,000 and up 1.0% per year Special circumstances may require an adjustment to this schedule. Billing Instructions: The client will be billed according to the fee schedule above and will begin at the following rate: % The following accounts are included in the total AUM to determine the clients' placement on the fee schedule: This is a no-fee, non-managed account (do not charge a fee) The fees for the following account/accounts: should be paid from Account # Due to special circumstances, the client will deviate from the regular fee schedule. Provide details here: 6

7 COST BASIS INFORMATION To assist us in the setup of your account on our system, and so that we can provide you with accurate reports and minimize the capital gains tax, it is important that we receive purchase date and cost information for all securities held in the account. Please check here if you do not currently own any securities (in this account) and the account is starting off with cash or cash equivalent. Please check here if you have the information available, and please provide it to us by o ing it in excel or PDF format to o Faxing it to o Mailing it to : o Or by attaching it to this agreement Please check here if you DO NOT have this information and sign the attached Letter of Authorization, this will allow us to obtain information from your current custodian or brokerage firm. This Space Intentionally Left Blank 7

8 Veritas (ver-i-tahs) Noun, Latin Truth, particularly of a transcendent character LETTER OF AUTHORIZATION To: From: Veritas Independent Partners, LLC On behalf of: Date: RE: Account(s): I hereby authorize the above custodian ((or brokerage firm), its affiliates, and their respective directors, officers, agents, employees and representative to provide Veritas Independent Partners, LLC, any and all requested information regarding any present or prior accounts (s) owned by me (including those referenced above), of whatever nature including but not limited to cost information, copies of my account statements, applications, or like documentation. I hereby agree to hold harmless the above custodian (or brokerage firm), its affiliates, and their respective directors, officers, agents, employees, and representatives from and against all claims, actions, cost liabilities, lawsuits, demands, or damages, including without limitations, any and all court cost and reasonable attorney s fees arising out of, or relating to the release of such information authorized herein. Client signature Print Name Date Client Signature Print name Date 1150 Bob Courtway Dr, Suite 50, Conway, Arkansas