1.Scope of Engagement.You hereby appoint us as your investment adviser to provide ongoing investment management services and perform the services described below. We accept such appointment with respect to the assets you designate to be subject to this Agreement (the "Assets" or "Accounts"). We shall manage and/or advise you regarding your Accounts based upon your stated investment objectives and the most current financial information you have provided to us in writing ("Client Profile").
You hereby appoint us as your attorney-in-fact and grant us limited power-of-attorney and trading authority to implement transactions in your Accounts ("Trading Authority") and authorize us to buy, sell, and trade in stocks, bonds, mutual funds, index funds, exchange traded funds, and other securities and/or contracts relating to the same, including investing Assets in short-term money-market instruments when we deem necessary (collectively, "Securities"), and to give instructions in furtherance of such Trading Authority to the broker-dealer of the Account ("Broker-Dealer") and the custodian of the Assets ("Custodian"). Lastly, you agree to give us the right of Discretionary Investment Management over all accounts we manage.
2. Management Fee.Our annual fee for the services provided under this Agreement (“Management Fee") shall be based on a percentage of the market value of the Assets under our management. Our fee is 1% of all Assets under our management. The Management Fee shall be paid quarterly, in advance, based on the market value of the Assets on the last day of the previous quarter. The Management Fee for the initial pay period shall generally be calculated on a pro rata basis commencing on the day the Assets are initially designated to us for management under this Agreement. However, alternative billing practices may be utilized when required by a specific Broker Dealer or Custodian and will be fully disclosed in their respective Account opening documents.No portion of the Management Fee shall be based on capital gains or capital appreciation of the Assets except as provided herein and provided for under the Investment Advisers Act of 1940, as amended (the "Advisers Act") and analogous state securities laws.No increase in the Management Fee shall be effective without prior written notification to you. You hereby direct and authorize us to invoice the Custodian for the Management Fee (the "Fee Statement") and direct and authorize the Custodian to deduct the amount stated in the Fee Statement from your Account.Concurrent with the deduction of the fee, we send you an invoice showing: (1) the amount of the fee, (2) the value of assets on which the fee is based, and (3) the specific manner in which the fee was calculated. You also direct, and authorize us to instruct the Custodian to send you a statement, at least quarterly, indicating all amounts disbursed from the Account including the Management Fee paid from the Account. You acknowledge that it is your responsibility to verify the accuracy of the calculation of the Management Fee and that the Custodian will not determine whether the Management Fee is accurate or properly calculated.
3.Execution of Brokerage Transactions.Unless agreed otherwise, we shall arrange for the execution of securities brokerage transactions for the Assets through a Broker-Dealer that we reasonably believe will provide "best execution."In seeking best execution, the determinative factor is not the lowest possible commission cost but whether the transaction represents the best qualitative execution, taking into consideration the full range of the Broker-Dealer's services including trading platform, investment analysis tools, execution capability, commission rates, responsiveness, and the value of any research material or resources that may be provided. Accordingly, they may not necessarily obtain the lowest possible commission rates for Account transactions. Lower fees for comparable services may be available from other sources.
4.Custodian.We shall not maintain physical custody of your Assets. Your Assets will be held in the custody of a Custodian meeting the requirements of a "qualified custodian" under Rule 206(4)-2 of the Advisers Act or applicable state law.We are authorized to give instructions to the Custodian with respect to all investment decisions regarding the Assets and the Custodian is hereby authorized and directed to effect transactions, deliver securities, make payments and otherwise take such actions as we shall direct in connection with the performance of our obligations with respect to the Assets.The fees charged to you by the Custodian are exclusive of, and in addition to the Management Fee and other charges, discussed herein.
5.Risk Acknowledgement.We do not guarantee the future performance of your Account, any specific level of performance, the success of any investment recommendation or strategy that we may recommend, or the overall success of the Account. You understand that our investment recommendations for your Account are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable.
6.Adviser Liability.Except as otherwise provided by law, neither we nor any of our employees, affiliates, representatives or agents shall be liable for (a) any loss that you may suffer by reason of any decision made or other action taken or omitted in good faith by us with that degree of care, skill, prudence, and diligence under the circumstances that a person acting in a fiduciary capacity would use, (b) any loss arising from our adherence to your written or oral instructions, or (c) any act or failure to act by the Custodian, any Broker-Dealer to which transactions for the Account are directed, or by any non-party.The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or limit any rights that you may have under those laws.
7.Proxies. We are precluded from: (a) directing the manner in which proxies solicited by issuers of securities you beneficially own shall be voted, and (b) making all elections relative to any mergers, acquisitions, tender effacezaekuptateproceedings or other type events pertaining to the
securities in the Account. You authorize and direct us to instruct the Custodian to forward to you copies of all proxies and shareholder communications relating to the Assets. 8.Reports.Unless otherwise agreed upon, you shall be provided with transaction confirmation notices and regular summary account statements directly from the Broker-Dealer or Custodian for your Accounts.
9.Non-Exclusivity. You acknowledge and understand that we shall be free to render investment advice to others and that we do not make our services available exclusively to you. We (and our Advisory Affiliates, employees, representatives, and agents) may have or take the same or similar positions in specific investments for our own accounts, or for the accounts of other clients, as we do for you.Nothing in this Agreement shall put us under any obligation to purchase or sell, or to recommend for purchase or sale for the Account, any security which we (or our Advisory Affiliates, employees, representatives, and agents) may purchase or sell for our own accounts or for the account of any other client, unless in our sole determination, such investment would be in the best interest of the Account.
10.Notices.Any notice or correspondence required in connection with this Agreement will be deemed effective upon receipt if delivered to either party at their address listed above unless (a) either party has notified the other party of another address in writing or (b) you have consented in writing to receive such notice, correspondence, or other communication from us by electronic delivery (e.g., e-mail). Except for decisions regarding the purchase and/or sale of specific investments, all of your directions to us (including notices, instructions, and directions relating to changes in your investment objectives) shall be in writing. We may rely upon any such direction, notice, or instruction unless and until we have been advised in writing of changes thereto.
11.Assignment. Neither party may assign this Agreement without the consent of the other party.Both parties acknowledge and agree that transactions that do not result in a change of actual control or management shall not be considered an assignment.
12.Confidentiality.Except as required by applicable law, rule or regulation, or in order to implement your investment objectives or perform the services contemplated by this Agreement, both parties agree to treat information provided in connection with this Agreement as confidential.
14.Client Conflicts.If this Agreement is with more than one client, our services shall be based upon the joint goals as communicated to us by the joint-clients, collectively. Thereafter, we are authorized to rely upon instructions and/or information we receive from either joint-client, unless and until such authorization is revoked in writing to us. We shall not be responsible for any claims or damages resulting from such reliance or from any change in the status of the relationship between the joint-clients.
15.Arbitration. Subject to the conditions and exceptions noted below and to the extent not inconsistent with applicable law, in the event of any controversy, dispute or claim arising out of or relating to this Agreement, both parties agree to submit the dispute to arbitration. The prevailing party shall be entitled to reasonable attorneys' fees, costs and expenses. You understand that this Agreement to arbitrate does not constitute a waiver of your right to seek a judicial forum where such waiver would be void under federal or applicable state securities laws.
16.Death or Disability.If you are a natural person, your death, disability or incompetence will not terminate or change the terms of this Agreement. However, your executor, guardian, attorney-in-fact or other authorized representative may direct us to change the investment objectives for the Accounts and/or terminate this Agreement by giving us proper written notice.
17.Client Representations and Warranties. You represent that you have the full legal power and authority to enter into this Agreement and that the terms of this Agreement do not violate any obligation or duty to which you are bound, whether arising out of contract, operation of law, or otherwise.If you are an entity (e.g., corporation, partnership, limited liability company, or trust), this Agreement has been duly authorized by the appropriate corporate or other action and when so executed and delivered shall be binding in accordance with its terms. You agree to promptly deliver such corporate resolution or other action authorizing this Agreement at our request. You acknowledge that you have provided us with the information set forth on the Client Profile and represent that such information is a complete and accurate representation of your financial position and of your investment needs, goals, objectives, and risk tolerance at the time of entering into this Agreement.You further warrant that you will promptly inform us in writing if and when such information becomes incomplete or inaccurate or when there is a significant change in your financial circumstances or investment objectives that might affect the manner in which your Account should be managed during the term of this Agreement. You agree to execute any other agreements with broker-dealers, custodians, or other service providers we deem necessary in connection with this Agreement in a timely manner. You also agree to provide us with any other information and/or documentation that we may request in furtherance of this Agreement or related to your investment needs, goals, objectives, and risk tolerance for the Account, either directly from you or through your designated attorney, accountant, or other professional advisers. You acknowledge that we are authorized to rely upon any information received from such attorney, accountant, or other professional adviser and are not required to verify the accuracy of the information.
18.Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all understandings, agreements (oral and written), or representations with respect to the subject matter hereof. This Agreement may only be amended, revised or modified with our written consent. Each party acknowledges that no representation, inducement or condition not set forth herein has been made or relied upon by either party.
19.Waiver.No failure by us to exercise any right, power, or privilege that we may have under this Agreement shall operate as a waiver thereof.Further, no waiver of any deviation from, or breach of, this Agreement by you shall be deemed to be a waiver of any subsequent deviation or breach.
20.Severability.If any provision of this Agreement is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction. The remaining provisions of this Agreement shall be valid and binding and of full force and effect as though such provision was not included.
21.Terms of Agreement and Termination.By entering into this Agreement you agree to comply with the terms and conditions contained herein, and agree and acknowledge that we have the right to modify at any time. We will provide you with notice of any such modifications and such modification shall thereafter become effective unless you provide us with notice of your intention to terminate the Agreement. You further agree to abide by any rules, procedures, standards, requirements or other conditions that we may establish in connection with your Account or this Agreement. This Agreement shall have an initial term of one year, unless terminated by either party in writing as provided below.On the one-year anniversary date, and thereafter, this Agreement shall renew automatically without action by either party unless terminated pursuant to this Section
21.We shall contact you at least annually to review our previous services and/or recommendations and to discuss the impact resulting from any changes in your financial situation and/or investment objectives. You shall have five (5) business days from the date of execution of this agreement to terminate our services without penalty.This agreement will continue in effect from the date set forth above and may be terminated at any time upon receipt of a thirty (30) days' written notice to terminate by either party to the other, which written notice must be manually signed by the terminating party. Termination of this Agreement will not affect (i) the validity of any action previously taken by us under this Agreement; (ii) liabilities or obligations of the parties from transactions initiated before termination of this Agreement; or (iii) your obligation to pay us fees that have already been earned under this Agreement.Upon termination of this Agreement, we will not have any continuing obligation to take any action.
22. Governing Law, Venue, and Jurisdiction. To the extent not inconsistent with applicable federal law, this Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance shall be governed or interpreted according to the laws of the State in which the client is domiciled without regard to choice of law considerations except for the Section entitled Arbitration, which shall be governed by the Federal Arbitration Act.Any action, suit or proceeding arising out of, under or in connection with this Agreement not otherwise submitted to arbitration pursuant to this Agreement shall be brought and determined in the appropriate federal or state court in the State of Illinois and in no other forum.The parties hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such courts in any such suit, action or proceeding arising out of or relating to this Agreement.
23.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.
24. Consent for Electronic Delivery of Notices. By providing my email address below, I consent to electronic delivery (rather than in paper form) for all statements, disclosures, reports, advisory fee statements, marketing literature, and other correspondence (collectively referred to as "Notices") which are delivered pursuant to this Investment Advisory Agreement.
25.Section or Paragraph Headings.Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Agreement. By each party executing this Agreement they acknowledge and accept their respective rights, duties, and responsibilities hereunder. This Agreement is only effective upon our execution below. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.