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Investment Management Financial Planning Agreement
This agreement is entered into between Button Financial (hereinafter referred to
as "Advisor") and the undersigned (hereinafter referred to as "Client") authorizing
Advisor to manage Client's securities portfolio.
1. Registered Investment Advisor. Advisor acknowledges that it is a registered
investment advisor under the Investment Advisors Act of 1940 and under the supervision
of the Colorado Securities Division.
2. Duties of Investment Advisor. Client appoints Advisor as agent with authority
to manage Client's securities portfolio on a non-discretionary basis and to invest
and reinvest the securities, cash and/or other assets in Client's account.
If Client elects to have Client's securities portfolio managed by a third party
money manager ("Manager"), Client shall enter into a separate investment advisory
agreement with Manager for the provision of such services. In the event Client uses
a Manager, Client authorizes Advisor to monitor Manager's performance, provide evaluations
of Manager's performance to Client, and to provide periodic account analysis to
Client. Client hereby appoints Advisor as agent and attorney in fact with respect
to Client's account and with authority to consult with Manager, if applicable, with
respect to management of Client's securities portfolio.
Client understands and acknowledges that if a Manager is used, Manager shall invest
and reinvest the securities, cash and/or other assets in Client's account on a discretionary
basis. Pursuant to a separate agreement with Manager, Client will authorize Manager
in its sole discretion and at Client's risk to purchase, sell, exchange or otherwise
trade in securities and to take other actions related thereto. Client understands
and acknowledges that the Advisor shall utilize the services of Manager in the selection
of securities and strategies on the Client's behalf. Client ratifies and confirms
all transactions executed on Client's behalf by the Manager and its agents.
In connection with all advisory services provided to Client, Advisor is entitled
to rely on the information provided by Client in formulating a plan of investment.
3. Advisor Not Custodian. Advisor acknowledges and agrees that it will have
no power or authority to obtain custody or possession of any cash or securities
in Client's account and is not deemed to be custodian of the account. However, Client
authorizes Advisor to instruct the custodian to withdraw and receive cash and securities
to settle transactions for the benefit of Client.
4. Proxies. Client understands that Advisor does not agree to vote proxies
of securities held in the undersigned's account and responsibility for voting such
proxies remains with client.
5. Investment Risk. Client recognizes and acknowledges the risks inherent
in any securities investment. There is no assurance that Client's securities portfolio
will achieve profitability through the services provided by Advisor. Advisor will
exercise its best judgment on behalf of client. Except for negligence or malfeasance,
or violation of applicable law, neither Advisor, its officers, directors, Investment
Advisor Representatives, nor agents shall be liable hereunder for any action performed
or omitted to be performed or for any errors of judgment in managing the account.
Notwithstanding the foregoing, the federal securities laws impose liabilities under
certain circumstances on persons who act in good faith, and therefore nothing herein
shall in any way constitute a waiver or limitation of any rights which the undersigned
may have under any federal or state securities laws.
6. Effecting Transaction. The authority of Advisor will not be impaired by
the fact that it may effect transactions with respect to securities for its own
account or for the accounts of others which it manages which are identical or similar
to transactions in the account of Client at the same time or different times. Client
consents and authorizes Advisor to effect agency cross transactions with respect
to securities transactions in Client's account. For purposes of this agreement,
"agency cross transactions: means a transaction in which Advisor acts as an investment
advisor for Client and Advisor or one of its affiliates also acts as a broker for
Client or another person on the other side of the transaction. Advice given to other
customers may differ from the advice given to or for the account of Client, including
the nature and type of securities to be purchased and sold and the timing of any
transactions.
7. Advisory and Brokerage Fees. Unless otherwise agreed by amendment to the
agreement, Client agrees to pay an initial Annual Retainer based upon net asset
value of the securities portfolio in accordance with the schedule provided by Advisor,
as set forth on Exhibit A (Investment Management/Financial Planning Account), or
Exhibit B (Investment Brokerage Account). Such fees shall be paid in consideration
of advisory reviews, execution, brokerage and related services. Client may be able
to obtain such services elsewhere at a lower fee.
8. Selected Broker Dealer. Client hereby agrees and authorizes that securities
transactions for Client's account will be executed through Broker Dealer Shareholder's Service Group (SSG),
who may charge commissions or fees for its services through a separate written agreement
with the undersigned. Client hereby agrees and authorizes that securities transactions
for Client's account may be executed through a retail account with Broker Dealer
Charles Schwab and CO., who may charge commissions or fees for its services through
a separate written agreement with the undersigned Client If a Manager is used, Client
understands that securities transactions for Client's account will be executed through
the registered broker dealer selected by Manager.
9. Termination. This agreement may be terminated at will upon receipt of
written notice by either party. However, such termination will not affect any liability
with regard to transactions initiated prior to such termination. In the event of
cancellation, Client shall be entitled to a pro rata refund of any prepaid management
fees calculated to the effective date of termination. Thereafter, time spent in
coordinating transfer of assets and termination of services shall be billed on an
hourly rate of $180.00 per hour.
Client shall send notice of termination to Advisor at:
Button Financial
97 South Brentwood Street
Lakewood, CO 80226
10. Non-assignability. Client understands and agrees that this agreement
will not be assigned without the Client's prior consent.
11. Governing Law. This agreement shall be governed by the laws of the State
of Colorado, including the arbitration laws of the State of Colorado which prohibits
the award of punitive damages.
12. Client Information. Client acknowledges and represents that he or she
has provided Advisor with true and correct background information concerning the
needs, circumstances, and investment objectives of the undersigned, including information
necessary for determining suitable investment policy for the undersigned's account.
Client agrees to inform Advisor in writing of any material change in Client's circumstances
which might affect the manner in which Client's assets should be invested and to
provide Advisor with any such information as it shall reasonably request.
13. Right of Rescission. Client may rescind this agreement without penalty
within 5 days after the initial date of Client's execution by providing Advisor
with written notice of such election to rescind. Advisor shall be under no obligation
to undertake transactions as an investment advisor on behalf of Client until 5 days
after execution of this agreement by Client. This right of rescission shall not
apply to any renewal of this agreement through re-execution or otherwise.
14. Pre-Dispute Arbitration Agreement.
The undersigned understands and agrees that:
- Arbitration is final and binding on the parties
- The parties to
this agreement are waiving their right to seek remedies in court, including the
right to a jury 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 seek modification of rulings by the arbitrators is strictly limited;
and
- The panel of arbitrators will typically include a minority of arbitrators
who were or are affiliated with the securities industry.
Client and Advisor agree that any controversies or disputes which may arise at any
time between Client and Advisor concerning any transaction or otherwise relating,
directly or indirectly, to the construction, performance, or asserted breach of
this or any other agreement or obligation between Client and Advisor shall be determined
by arbitration. Such arbitration shall be in accordance with the rules then in effect
of the American Arbitration Association or similar arbitration forum.
15. Privacy Policy "Any information and documents provided to Button Financial
about you, the Client, your family, your financial circumstances and your financial
objectives will be kept strictly confidential, except as to Button Financial's attorneys
who may need to review the files (they must keep this information confidential)
and insofar as I may be required by law or regulation to disclose such information
to federal and state regulatory authorities, or as may be required by court order.
Button Financial does not sell or rent mailing lists and will not release your name
and address to anyone outside the firm without your permission." This information
is provided to Button Financial by the Client, via the questionnaire and/or account
applications completed by the Client with the assistance of Button Financial.
16. Brochure. The undersigned acknowledges receipt of the Advisor's written
brochure (Part II of Form ADV) as required by Rule 204-3 under the Investment Advisors
Act of 1940.
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION PROVISION IN SECTION 14.
Client:
Date:
Client:
Date:
Advisor:
Date:
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