Investment Advisory Agreement
INVESTMENT ADVISORY AGREEMENT
[IAR Name]
This Agreement is entered into by The Planners Network, Inc. (“TPN”) and ______(“Client”).
[IAR Name] is Client’s TPN Investment Advisor Representative (“IAR”).
In consideration of the mutual benefits to be derived from this Agreement, it is understood and agreed as follows:
SERVICES:
[Customization Note: Select the services applicable to you and delete the others.]
Based upon information furnished by Client, TPN shall provide the following service(s) as initialed by client.
a. ___ Asset Management (Investment Supervisory) services for continuous monitoring of the portfolio.
b. ___ Asset Management (Managed Account) services for periodic monitoring of the portfolio.
c. ___ Financial Planning taking into account Client’s financial and tax status and risk/reward objectives, which may focus on investments and/or other life stages.
Comprehensive Segmented on the following focus areas:
______
d. ___ Consultations on investments, business consult, or other matters as specified:
______
CUSTODIAL ARRANGEMENT:
[Customization Note: Select (or add) the custodial information applicable to you.]
A qualified custodian maintains Client funds and securities in a separate account for Client under Client's name. Client is urged to compare custodial account statements against statements prepared by TPN for accuracy. Account may be custodied at:
Pershing LLC, OnePershingPlaza, Jersey City, New Jersey07399
Charles Schwab & Co., Inc., 101 Montgomery Street, San Francisco, CA94104
In some instances mutual funds will be held direct by the fund company in a separate account for Client under Client's name. Client will receive statements from the fund company with contact address information.
TRADING AUTHORIZATION: (indicate as applicable: YES NO)
Client hereby grants TPN a limited power of attorney for discretionary trading to include the securities to be bought and sold, and the amount of securities to be bought and sold in accordance with the Investment Policy Statement (“IPS”) or other guidelines provided by Client to TPN. Client grants TPN a limited power of attorney for bond transactions to “trade away” from the designated custodial broker/dealer in order to seek best execution. The bonds will be custodied at the broker/dealer designated by Client under a prime brokerage arrangement. Client may make deposits or withdrawals from his/her account at any time; however, Client should notify TPN of each withdrawal or deposit before they occur.
FEE PAYMENT AUTHORIZATION: (indicate as applicable: YES NO)
Client authorizes the custodian holding Client funds and securities to deduct TPN fees directly from Client account in accordance with statements prepared and submitted to the custodian by TPN. The custodian will provide periodic account statements to Client. Such statements will reflect all fee withdrawals by TPN in accordance with this Fee Payment Authorization. It is Client's responsibility to verify the accuracy of the fee calculation. The custodian will not determine whether the fee is properly calculated.
PROXY VOTING:
TPN does not vote proxies. It is Client's responsibility to vote proxies for securities held in the portfolio.
CLIENT’S RESPONSIBILITIES:
Client recognizes that the value and usefulness of the advisory services of TPN will be dependent upon information that he/she provides and upon his/her active participation in the formulation of investment objectives. Client will complete a detailed questionnaire provided by TPN or otherwise provide TPN all needed information. Client will also provide copies of documents as TPN may reasonably request in order to permit complete evaluation and implementation of the portfolio decisions. Client shall advise TPN if Client’s conditions or objectives change at any time. Client is responsible for the timely review and verification of deposits, transfers, payments and transactions, and for notifying TPN of any inconsistencies in the foregoing. Client will notify TPN promptly, in writing, if any investments are made which Client believes are not in accordance with his/her objectives and restrictions.
TERM:
[Customization Note: Select the paragraphs to match the services you offer on page one.]
For Asset Management, services will continue until either party terminates the Agreement on thirty (30) days written notice. If termination occurs prior to the end of a calendar quarter, a pro-rata refund of unearned fees will be made to client, or client will be invoiced for fees due on a pro-rata basis.
For a Financial Plan or short-term Consulting, Client may terminate the Agreement at any time and a refund of the unearned fees will be made based on time and effort expended before termination. The Agreement terminates upon delivery of the Financial Plan or short-term Consulting. At this time no refunds will be made, and all unpaid fees will be due and payable.
For Consulting under annual retainer, the Agreement is for a period of one year. Either party may terminate the Agreement at any time prior to the one-year period and a refund of unearned fees will be made based on time and effort expended before termination. Consulting under annual retainer is renewable upon the execution of a new Investment Advisory Agreement.
Upon termination, all assets will be held at the custodian and it will be Client's responsibility to instruct the custodian as to the final disposition of assets, unless Client specifically notifies TPN to liquidate or take other action. As of the date of termination, TPN will no longer be the investment advisor of record, and it will be Client’s responsibility to monitor the timely disposition of the account and take all future actions in regards to the management of the account.
The agreement does not automatically terminate upon Client death or incapacity, only upon written notification from Client’s legally recognized representative or that of Client’s estate.
COMPENSATION:
The fees and timing of payment are as set forth in the IAR ADV Brochure Supplement or attached Fee Addendum. The fee amount, method, manner and terms of payment may be modified upon a change in TPN’s Form ADV Brochure and/or IAR ADV Brochure Supplement, which shall be made available to Client prior to the fee being changed.
The fees set forth are for financial analysis and investment advisory services only and do not include any other professional services which may be required by Client to implement the recommendations made by TPN. Fees quoted do not include brokerage commissions or transaction fees. TPN will not provide accounting or legal advice nor prepare any accounting or legal documents for the implementation of Client’s plan, unless specifically stated in the addendum. Client is urged to work closely with his/her attorney and accountant in implementing the recommendations contained in the financial plan. TPN will not be responsible for the acts or omissions or insolvency of any other agent, broker or independent contractor selected to take any action or to negotiate or consummate any transaction for Client’s account.
CONFLICT OF INTEREST DISCLOSURE STATEMENTS:
TPN is a Registered Investment Advisor registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940. The following disclosures are provided regarding TPN’s background and business practices.
a. IARs of TPN are generally Registered Representatives of National Planning Corporation (“NPC”), a broker/dealer and member of the Financial Regulatory Industry Authority (“FINRA”). IARs of TPN are also usually insurance agents and licensed with several insurance carriers.
b. In the course of TPN’s services to Client, TPN may recommend to Client the purchase of securities, managed accounts, and/or the purchase of products underwritten by insurance carriers. In each instance, TPN would be entitled to receive a fee for advisory services, and the broker/dealer and its Registered Representative would be entitled to receive a commission on the sale or purchase of any of those products. Under such circumstances, TPN would have a financial interest in the transaction and may therefore have a conflict of interest in furnishing advice to the extent that such recommendations are implemented.
c. Client hereby consents and agrees that these individuals and entities receive fees on advisory services and commissions on any transactions in securities or insurance products, if and when implemented by these individuals and entities in their respective capacities for Client.
d. Client hereby acknowledges that Client is under no obligation to implement any investment or insurance transaction through TPN, its IARs, or any broker/dealer including, without limitation the broker/dealer recommended by TPN, and may implement TPN’s recommendations through any other broker, dealer, or agent.
BASIS OF ADVICE:
Client acknowledges that TPN obtains information from a wide variety of publicly available sources. The Advisor and its IARs do not have, nor do they claim to have sources of inside or private information. The recommendations developed by TPN are based upon the professional judgment of TPN and its individual IARs and neither TPN nor its IARs can guarantee the results or any of their recommendations. The financial markets are volatile and there are risks in all types of investment vehicles, including “low-risk” strategies. Client at all times shall elect unilaterally to follow or ignore completely, or in part, any information, recommendation, or advice given by TPN under this Agreement.
ARBITRATION:
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 arbitration then in effect with an arbitration forum mutually agreeable by Client and TPN, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Client understands that this agreement to arbitrate does not constitute a waiver of the right to seek a judicial forum where such a waiver would be void under the federal securities laws. Arbitration is final and binding on the parties.
MISCELLANEOUS PROVISIONS:
a. The agreement shall be governed by the laws of the State of California and in compliance with the Investment Advisers Act of 1940.
b. The Agreement shall inure to the benefit of any successor of TPN and shall be binding upon the successors and assigns of Client. Notwithstanding, TPN shall not assign this Agreement without the written consent of Client.
c. This Agreement shall not become effective until acceptance by TPN as evidenced by the signature of an authorized representative below. No modification or amendment to this Agreement shall be effective unless made in writing and signed by Client and an authorized representative of TPN.
d. The parties hereto acknowledge and agree that this Agreement alone constitutes the final written expression of the parties with respect to all matters contained herein, and the parties further acknowledge and agree that there are no prior or contemporaneous Agreements different or distinct from those contained herein, and all such prior and contemporaneous Agreements, if any, are merged herein, and this Agreement alone constitutes the final understanding between the parties.
e. TPN shall not be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control.
f. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
g. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
Client hereby agrees and accepts the terms of the above Investment Advisory Agreement and acknowledges receipt of TPN’s ADV Brochure, IAR ADV Brochure Supplement and TPN’s Notice of Privacy Policy.
Client Signature ______Client Signature ______
Printed Name ______Printed Name ______
Dated ______Dated ______
Accepted by The Planners Network, Inc.
IAR Signature ______Dated ______
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Rev 8/1/11 Client Initials _____
FEE ADDENDUM TO
INVESTMENT ADVISORY AGREEMENT
[IAR Name]
[EXAMPLES ARE SHOWN. SELECT & MODIFY AS APPLICABLE TO YOUR BILLING PROCEDURE.]
This Addendum is attached to and made part of Investment Advisory Agreement for The Planners Network, Inc. ("TPN") and ______(“Client”).
Asset Management
Fees are computed at an annualized percentage of assets under management on a sliding scale.
$ Portfolio Size Annual %
xxx,xxx - xxx,xxx1.00%
x,xxx,xxx – x,xxx,xxx0.75%
x,xxx,xxx +0.65%
The fee will be payable quarterly in arrears. The first payment is assessed and due at the end of the first calendar quarter and will be assessed pro rata in the event the Agreement is executed at any time other than the first day of the current calendar quarter. Subsequent payments are due and will be assessed on the first day after the end of each calendar quarter based on the value of the account assets under supervision as of the close of business on the last business day of that quarter.
The fee will be payable quarterly in advance. The first payment is due and payable upon execution of the Agreement, and will be assessed pro-rata in the event the Agreement is executed other than the first day of the new calendar quarter. Subsequent payments are due and will be assessed on the first day of each calendar quarter based on the value of the portfolio as of the last day of the previous calendar quarter.
Financial Planning
The fee for the Financial Plan is at the flat rate of $xxxx. Half the fee is payable upon signing the Agreement and the balance upon delivery of the written plan.
Consultations
Fees for Consultations are computed at the hourly rate of $xxx. Payment is due and payable upon delivery of the consultations, or if exceeding a 30-day period progress payments will be due and payable monthly.
Client Signature ______Client Signature ______
Printed Name ______Printed Name ______
Dated ______Dated ______
Accepted by The Planners Network, Inc.
IAR Signature ______
Dated ______
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Rev 8/1/11 Client Initials _____
ERISA ADDENDUM TO
INVESTMENT ADVISORY AGREEMENT
[IAR Name]
This Addendum is attached to and made part of the Client Advisory Agreement for The Planners Network ("TPN") and ("Client").
Client is subject to the Employee Retirement Income Security Act of 1974 ("ERISA").
Client shall provide a true copy of the Trust Agreement and all related Plan documents, together with all amendments thereto now in effect or hereafter adopted.
Client represents and warrants that the appointment of TPN and the delegation of certain management responsibilities as set forth herein is authorized by and has been accomplished in accordance with the procedures as specified in the Trust Agreement and related Plan documents, and shall furnish TPN true copies of all resolutions, consents and notices as may be required to be taken or made pursuant to such procedures.
Client agrees to indemnify and hold harmless TPN from all liability and costs (including reasonable attorneys fees and costs) which may be asserted or incurred by reason of Client's failure to supply true copies of the documents mentioned above, any defect in Client's authority to appoint TPN and empower TPN with the right to delegate management to sub-advisors, or any in Client's conduct in making such appointment, notwithstanding the fact that TPN or any sub-advisor may have notice of any such defect.
Client agrees to obtain and maintain during the effectiveness of this Agreement such bonding as may be required by ERISA and to include TPN among those covered by such bond.
Decisions on voting of proxies for the securities in the portfolio will be made by the trustee of Client's account or a named fiduciary of Client's account.
Dated Client .
Dated Client .
Accepted by The Planners Network, Inc.
Dated IAR .
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Rev 8/1/11 Client Initials _____