Investment Consulting Agreement

Transcription

1 Moloney Securities Co., Inc. Registered Broker/Dealer Registered Investment Advisor Member FINRA Member SIPC Member MSRB Barrett Parkway Dr., Suite 300, Manchester, MO (314) Investment Consulting Agreement In this agreement for investment consulting services, (hereinafter referred to as "Client"), Moloney Securities Co., Inc. [firm], a registered investment adviser (herein after referred to as "[adviser]") and the undersigned [adviser] Investment Adviser Representative (hereinafter referred to as "IAR") hereby agree as follows: WITNESSETH: WHEREAS, the Client has been vested with the power to administer, manage, and operate Client Accounts (together hereinafter referred to as the "Accounts" pursuant to the governing documents relating to the Accounts); and WHEREAS, the Client is authorized by appropriate action pursuant to the above authority to retain the services of a professional investment consultant in connection with the management of assets of Client; and WHEREAS, the client has selected IAR and wishes to appoint IAR as a full-service financial consultant for Client's Accounts; and WHEREAS; [adviser] is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended; and WHEREAS; IAR and [adviser] wish to accept this appointment on the terms and conditions set out below; and WHEREAS; IAR and [adviser] acknowledge that IAR is qualified to perform all of the services in this Agreement; NOW, THEREFORE, in consideration of the promises and mutual covenants contained in this Agreement, the parties agree as follows: 1) SCOPE OF SERVICES [adviser] shall provide the following services to be provided by IAR: a. Review existing investment guidelines, policies and asset allocation; make recommendations for the development of new guidelines and policies and/or the amendment of existing ones. This includes assistance to Client in establishing sound investment policies, periodically reviewing the Client's investment policies, and assisting with necessary revision and consolidation of existing policies into one comprehensive Investment Policy Statement. b. Review existing contracts with all service providers (e.g. managers, consultants, custodians) and make recommendations for change (such as renegotiation of fees); and, if necessary,

2 conduct a search for new service providers, including a new custodian. c. Attend meetings as required of the Client; provide investment management analysis, including quarterly performance measurements. d. Advise on investment operations and management, including the number and types of managers, and perform manager searches as needed. e. Advise on management structure (active vs. passive, investment style mixes). f. Advise on the purchase and sale of individual account investments (e.g. stocks, bonds, etc.). 2) CUSTODY OF ASSETS Maintenance of custody shalt be through a Custodian(s) of Client's choice ("Custodian(s)") and include holding securities in nominee name and crediting interest and dividends received by Custodian on said securities to Client's account. The Client hereby agrees- to hold [adviser] and [adviser]'s clearing broker-dealer harmless from any and all liability as Custodian: of Client's securities. The Custodian shall send to you at least quarterly, a statement indicating all amounts.disbursed from your account, and all transactions occurring in the account during the period covered by the statement, and a summary of the account positions and portfolio value at the end of the period. You also agree to allow IAR online, information only, access to all custodial accounts and to direct Custodian to send copies of the account statements to [adviser], along with an indication that the statements have been sent to you. 3) FEES AND CHARGES Client will pay an hourly consulting fee at a rate of per hour which will cover all consulting services. Transaction charges, custodial charges and ancillary charges such as custodial fees, or account fees such as transfer costs are not included in the consulting fee. Client understands that IAR, in connection with IAR's performance of services, shall be entitled to and may share in the consulting fees payable hereunder. The consulting fee will be payable upon receipt of the invoice to be generated upon completion of the consultation. Client may also incur certain charges imposed by third parties other than [adviser] and IAR in connection with investments made through the Account, including but not limited to no-load mutual fund 12b-1 distribution fees (trail commissions), and certain deferred sales charges on previously purchased mutual funds. Account fees do not include certain charges such as 12b-1 fees paid by mutual funds held in Client's Account. The amount of a mutual fund's 12b-1 fees are included among normal mutual fund expenses and are reflected on the fund financial statements. 12b-1 fees may be received by [adviser] or IAR with respect to any assets in Client's Account in accordance with all applicable regulations. 4) LIMITATION OF LIABILITY Client acknowledges that [adviser] and IAR are not agents of clearing broker or Custodian, and that no party shall be liable for any act or omission of another independent party or their agents or employees. Neither [adviser], IAR nor any of their directors, employees, or affiliates shall be liable for any loss incurred with respect to the account, except where such loss directly results from such party's negligence or misconduct. However, 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 Client may have under those laws.

3 Client acknowledges that IAR, in providing the services specified herein, is basing investment advice on certain information, which the Client has furnished. [adviser], its employees and agents shall not be liable for any misstatement or omission contained in such disclosure or any loss, liability, claim, damage or expenses whatsoever, as incurred, arising out of or attributable to such misstatement or omission. Client acknowledges that past performance is not necessarily indicative of future performance and that there is and can be no guarantee of such future performance. Client further understands that there is no guarantee that Client's investment objectives will be achieved. Neither [adviser] nor IAR shall have any liability for Client's failure to inform IAR in a timely manner of any material change in Client's financial circumstances which might affect the manner in which Client's assets are allocated, or to provide IAR with any information as to Client's financial status as IAR may reasonably request. Client acknowledges and agrees that [adviser] does not undertake fiduciary or investment adviser status in relationship to assets not placed directly in its Advisory programs and subject to this contract. [adviser] CANNOT AND WILL NOT ACCEPT THE LEGAL STATUS OF INVESTMENT ADVISER OR FIDUCIARY FOR ANY ASSETS OF THE CLIENT OUTSIDE A PROGRAM SUBJECT TO AN ADVISORY AGREEMENT. 5) PROXIES AND CLASS ACTION LAWSUITS Client understands and agrees that Client retains the right to vote all proxies, which are solicited for securities held in the Account. [adviser] and IAR are hereby expressly precluded from voting proxies for securities held in the account and will not be required to take any action or render advice with respect to the voting of proxies. In addition, [adviser] will not take any action or render any advice with respect to any securities held in any Accounts that are named in or subject to class action lawsuits. [adviser] will, however, forward to Client any information received by [adviser] regarding class action legal matters involving any security held in the Account. 6) NO LEGAL ADVICE [adviser], its employees, and IAR will not render any legal, accounting or actuarial advice, and will not prepare any legal, accounting or actuarial documents. Notwithstanding the foregoing, [adviser] and IAR acknowledge their responsibility to provide services under this Agreement in accordance with applicable law. 7) ASSIGNMENT This Agreement may not be assigned, as defined under the Investment Advisers Act of 1940, as amended, or transferred in any manner by any party without the consent of all parties receiving or rendering services hereunder. 8) CONFIDENTIALITY All data, information and advice furnished by either party to the other, including their respective agents and employees, shall be treated as confidential and shall not be disclosed to third parties, except as required by law or necessary to carry out designated powers or as granted by the affected party. 9) SERVICE TO OTHER CLIENTS It is understood that Adviser performs investment consulting and advisory services for various other clients who may or may not have investment policies, objectives and investments similar to

4 those of the Account. Client agrees that Adviser may give advice and take action with respect to any of its other clients which may differ from the advice given or the timing or nature of action taken with respect to Client's Account. It is understood that Adviser has no obligation to disclose to Client the purchase or sale of any security which Adviser, its principals, affiliates, or employees may purchase or sell for its or their own account or for the accounts of any other client. 10) AMENDMENT No change or modification of this Agreement shall be valid unless in writing and signed by a duly authorized representative of [adviser] and Client. 11) SEVERABILITY If any provision of this Agreement shall be held or made non-enforceable by a statute, rule, regulation, decision of a tribunal or otherwise, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while most nearly preserving its original intent. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement and, to that extent, the provision of this Agreement shall be deemed to be severable. 12) COUNTERPARTS This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but together they shall constitute one and the same instrument. 13) VALUATION The market value of any security or other investment in the account is determined by the Custodian(s). Any security or investment in the account which is not priced by the Custodian or for which there is no readily available price quotation shall be valued in a manner determined in good faith by [adviser] to reflect fair market value. Any such valuations shall not be deemed a guarantee of any kind with respect to the value of those assets. 14) REPRESENTATIONS The parties hereby represent and warrant that they have full power, authority and capacity to execute and deliver this Agreement and to perform their respective obligations under this Agreement, and that this Agreement has been duly executed and delivered by the parties and constitutes a legal, valid, and binding obligation of the parties, and is enforceable against the parties in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditor's rights. 15) NOTICES Account notices and reports provided for herein shall be mailed to the address of the parties specified below. Fee notifications and reports regarding fees paid will only be mailed to the address of record on file of the Account where the debit occurred. These addresses may be changed by appropriate notice given in accordance with this provision. Any notice required hereunder, but not including any report, summary or statement, confirmation or other usual communication, shall be sent by registered or certified mail, return receipt requested.

5 Client Address for Notices: [name] [street] [city state] [adviser] Address for Notices: [firm] [street] [city state] Attention: Chief Compliance Officer 16) GOVERNING LAW This Agreement shall be construed under the laws of the State of Missouri. 17) ARBITRATION In the event that any dispute pertaining to Advisor s services under this Agreement cannot be resolved informally, this agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement the parties agree as follows: It is agreed that any controversy between us arising out of your business or this agreement, shall be submitted to arbitration conducted before the Financial Industry Regulatory Authority ("FINRA") or, if the FINRA will not accept jurisdiction; the American Arbitration Association, in accordance with its rules. Such arbitration shall be conducted in [city state] or a venue not detrimental to the client. Arbitration must be commenced by service upon the other party of a written demand for arbitration or a written notice of intention to arbitrate. Client represents that I/we understand the terms of the arbitration clause, as follows: (a) All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which the claim is filed. (b) Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited. (c) The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings. (d) The arbitrators do not have to explain the reason(s) for their reward. (e) The Panel of Arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (f) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.

6 (g) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement. The parties signing this contract agree that all controversies which may arise between the Client, [adviser] or IAR or any of their affiliated companies, including but not limited to those involving any transaction or the construction, performance, or breach of this or any other agreement between us, whether entered into prior, on or subsequent to the date hereof, shall be determined by arbitration. Class-action matters are excluded from arbitration proceedings conducted by the FINRA. Therefore, it is further agreed that the parties to this agreement shall not bring a putative or certified class-action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class-action; or who is member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement, except to the extent stated herein, and is not intended to waive the Client's rights to seek a judicial forum where such waiver would be void under the federal and state securities laws. 18) RECEIPT OF DISCLOSURE AND TERMINATION Client hereby acknowledges receipt of [adviser]'s ADV Part II and understands that they have the right to terminate this Agreement for consulting services without penalty, within five (5) business days after execution of this Agreement. For the purposes of this provision, an agreement is considered entered into when all parties to the contract have signed the contract, any other provisions of this contract notwithstanding. This Agreement may also be terminated thereafter by either party effective upon receipt of written notice to the other party. If the Agreement is terminated after five business days of its signing, Client will be entitled to a pro rata refund of any prepaid quarterly fees based upon the number of days remaining in the quarter after the date upon which notice of termination is received. Termination of the Agreement will not affect the liabilities or obligations of the parties arising from transactions initiated prior to termination, including the provision regarding arbitration, which shall survive any expiration or termination of this Agreement. 19) FEE DEBIT AUTHORIZATION This is written authorization allowing Moloney Securities Co., Inc. to debit the account(s) of for fees. Signature/Date of person/entity that is the fee payer if different from the investment management contract signer below:

7 20) ENTIRE AGREEMENT This Agreement represents the entire agreement between the parties with respect to the subject matter contained herein. This Agreement may not be changed orally, but only by an agreement in writing. THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 17. Accepted and Agreed to this day of, 20. Client's Signature Client's Signature Client Name (Print) Client Name (Print) Title: (if Client is an entity) Title: (if Client is an entity) All authorized individuals must sign with title designations (examples: Chairman, President, Vice President, Managing Director, General Partner, Sole Owner, Trustee, Names Plan Fiduciary, Executor/Administrator, etc.) [firm] Firm Officer Title [firm] Firm Officer Title By: Its: Investment Adviser Representative Rev

8 Moloney Securities Co., Inc. Privacy Policy The Gramm-Leach-Bliley Financial Services Modernization Act that was enacted in 2000 requires financial institutions to disclose their policy for collecting and sharing customers nonpublic, personal information. It is the policy of Moloney Securities Co., Inc. & Moloney Securities Asset Management not to distribute any customer nonpublic personal information that is not required in the normal course of securities business, except as required by law. Moloney Securities Co., Inc. Investment Adviser Code of Ethics Every aspect of our business will be conducted in a fair, lawful and ethical manner. Our fiduciary responsibility to the client will be our overriding concern. Compliance with all applicable Federal securities laws is required. It is our obligation to respect and protect the right to privacy of all our clients. Confidential or proprietary information, obtained in the course of conducting the investment advisory business of Moloney Securities Co., Inc. may not be used for personal gain or shared with others for personal benefit. All efforts will be made to avoid actual or apparent conflicts of interest. Such a conflict may exist even when no actual wrongdoing occurs: the opportunity to act improperly may be sufficient to give the appearance of a conflict. All access persons (defined as the investment adviser representatives and their respective support personnel) must submit reports of securities holdings, in a designated format and current as of a date not more than 45 days prior to submission, to the Chief Compliance Officer within ten (10) days of becoming an access person and annually thereafter. An access person is required to obtain written approval of the Chief Compliance Officer prior to opening a securities account at another financial institution. This requirement applies to any account in which the access person has a beneficial interest (e.g. a joint or partnership account) or over which the access person has control (as trustee, personal representative, or attorney-in-fact). All access persons will be required to submit a report, no later than 30 days after the end of each calendar quarter, of all investment securities transactions effected during that quarterly period, except that no information that would duplicate in-house transactions or records obtained from outside firms pursuant to the approval process described above will be required. All access persons must obtain written approval from the Chief Compliance Officer before investing in initial public offerings or private placements and before entering into outside business or securities activities, regardless of whether such activity will be compensated. Moloney Securities Co., Inc. investment advisory management will lead by example, creating an environment encouraging honesty and fair dealing by all representatives in the conduct of his or her duties.

9 Moloney Securities Co., Inc. does not discriminate as to race, color, creed or sex when it is considering customers, registered representatives or employees. Access persons who observe or suspect that a violation of ethical standards has occurred are required to report such activity or concern to the Chief Compliance Officer for investigation. The Chief Compliance Officer is responsible for oversight and enforcement of this Code. Violations of law or firm policy or breach of this Code will subject the access person to disciplinary action, up to and including termination. All access persons will be provided with a copy of this document and required to acknowledge his or her receipt, understanding and acceptance of the Code.