Date
Mr. John Doe
123 Any Street
Anytown, NJ 07016
Redfield, Blonsky & Co., LLC
Investment Advisory Agreement
This Investment Advisory Agreement, the (“Agreement”), dated as of
______________, 20____, is by and between Redfield, Blonsky & Co., LLC
(“Adviser”), an investment adviser licensed with Securities and Exchange
Commission as an investment adviser, and ______________________________________
(“Client”), and relates to all managed accounts for Client.
1. Services of Adviser
By execution of this Agreement, Client hereby establishes an Investment Advisory
Account (“Account”) and appoints Adviser as the investment manager to supervise
and direct the investments of the Account on a discretionary basis in accordance
with the Client’s stated objectives and financial goals. Accordingly, Adviser
will solely assume all investment authority and investment decision making over
the Account. Adviser shall have discretion to trade in securities and to execute
transactions with respect to the Account assets without any obligation on its
part to give prior notice to the Client or the Custodian (see reference below).
It is understood by Client that investments do produce risks, and that it is
possible to lose in excess of 50% of your invested money.
The Account assets shall be held by TD Ameritrade Institutional Services as
custodian (the “Custodian”), pursuant to a separate agreement between the
Custodian and the Client. The Custodian holding the Client’s Account will
provide to Client, at least quarterly, a written statement showing beginning and
ending portfolio values as well as all quarterly advisory fees, and all monthly
broker and/or custodian fees deducted from the Account. The custodian will
provide such statements to both the Client and the Adviser.
2. Standard of Care
In providing such services, it is agreed that except for negligence, malfeasance
or violation of applicable law, neither Adviser nor any of its principals,
directors or employees shall be liable for any action performed or for any
errors of judgment in managing client’s account(s) under this Agreement.
However, the State Securities Laws and Federal Securities Laws impose
liabilities under certain circumstances and therefore nothing contained in this
Agreement with respect to liabilities should be construed as limiting a client’s
rights which he/she may have under applicable State Securities Laws and/or
Federal Securities Laws.
3. Representations
It is understood by the client that the investment adviser is a New Jersey
Limited Liability Company registered as in investment adviser with the
Securities and Exchange Commission and all of the appropriate regulatory
jurisdictions that the Adviser believes it has a duty to register.
4. Confidential Relationship
All 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 Client.
5. Service to Other Clients
It is understood that Adviser performs investment advisory services for other
clients. 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 the Client’s Account, so long
as it is Adviser’s policy to the extent practical, to allocate investment
opportunities to the Account over a period of time on a fair and equitable basis
relative to other clients. 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.
6. Proxies and Class Action Lawsuits
Adviser will not vote proxies on behalf of client account(s). Additionally,
Adviser will not be required to take any action or render any advice with
respect to voting of proxies solicited by or with respect to the issuers of
securities in which assets of the Account may be invested from time to time. In
addition, Adviser will not take any action or render any advice with respect to
any securities held in the Account, which 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.
7. Fees
The annualized fee for services provided hereunder is 1% of assets under
management. Such fees are payable quarterly in advance based on the market value
of the assets on the last day of the preceding quarter. Fees will be assessed
pro rata in the event the portfolio management agreement is executed at any time
other than the first day of a calendar quarter. For assets added to the
portfolio, the standard negotiated fee shall be assessed pro rata for the
remaining portion of the quarter based on the number of days left in the
quarter. Upon termination, any prepaid fees will be prorated to the date of
termination and any unearned portion thereof will be refunded to the Client.
Payment of fees will be made through a quarterly debit to client’s account by
the custodian bank or broker/dealer. The Client hereby grants such authorization
evidenced by the Client’s execution of this agreement.
By reason of the terms and provisions of applicable securities laws and
regulations, no fee due Adviser may be based in any manner or respect on capital
gains or capital appreciation of assets held by the client. It is understood
that client will pay the commissions and any related charges by the brokerage
firm.
8. Valuation
Custodian will value the securities in your account that are listed on a
national securities exchange or on NASDAQ at the closing price, on the valuation
date, on the principal market where the securities are traded. Custodian will
value other securities or investments in your account in a manner that Custodian
believes in good faith reflect their fair market value.
9. Investment Objectives and Restrictions
Client acknowledges that Adviser will rely on the personal and investment
information provided to Adviser by the Client in managing the Account. Client
agrees to give Adviser prompt written notice of any modifications, changes or
investment restrictions applicable to the Account and to notify Adviser if
Client deems any investments recommended or made for the Account to be in
violation of such investment objectives or restrictions. Unless Client promptly
notifies Adviser in writing of specific investment restrictions on the Account,
the investments recommended for or made on behalf of the Account shall be deemed
to be in conformity with Client’s investment objectives. Although tax
considerations are not generally a factor in managing accounts, it is the
Client’s responsibility to notify Adviser if such considerations are relevant to
the Client’s overall financial circumstances.
10. Termination of Agreement
This Agreement may not be modified or amended except in writing and signed by
both Adviser and Client. Adviser or Client may terminate the Agreement within
five days of the date of acceptance without penalty to the client. After the
five-day period, either party may terminate the Agreement on 30 days written
notice to the other party. Upon termination, any prepaid fees will be prorated
to the date of termination and any unearned portion thereof will be refunded to
the Client.
11. Assignment of Agreement
No assignment, as that term is defined in the Advisers Act, of this Agreement
shall be made by Adviser without the written consent of Client.
12. Notices
Notices to Adviser must be in writing, and shall be sent to Address of Adviser.
All notices or communications to the Client will be sent to the Client Address
of Record.
13. Acknowledgment of Disclosure Statement
Please acknowledge by initialing the following:
______ Client hereby acknowledges receipt of a copy of Part II of Adviser’s Form
ADV and understands that he/she has the right to terminate this Agreement for
advisory services without penalty, within five business days after execution of
this Agreement.
_______Client hereby acknowledges having received a copy of Adviser’s Privacy
Policies as required
under the Graham-Leach-Bliley Act, Regulation S-P.
14. Governing Law
The internal law of the State of New Jersey will govern this agreement. However,
nothing in this agreement will be construed contrary to the Advisers Act or any
rule or order of the Securities and Exchange Commission under the Advisers Act.
15. Arbitration Agreement
Client and Adviser agree that all controversies which may arise between Client
and Adviser concerning the provisions of the services provided under this
Agreement, or concerning the construction, performance or breach of this
agreement, shall be determined by arbitration, in accordance with the rules of
the American Arbitration Association. Any arbitration shall take place in the
same city and state where Adviser is located.
In no way shall this agreement constitute a waiver or limitation of rights that
a client may have under Federal or State Securities Laws to pursue a remedy by
other means.
The person signing this agreement is representing that he or she has the
appropriate authority to sign on behalf of the account holder. This agreement
shall be binding once all parties involved have signed and dated the agreement.
After completion, please send one copy of this agreement back to Redfield,
Blonsky, & Co., LLC, and retain the second copy for your files.
Accepted: Date: ______________________________
By: ________________________________ _________________________________
Client Name Client Signature
By: ________________________________ _________________________________
Client Name Client Signature
By: ________________________________
Ronald R. Redfield, CPA, PFS
Redfield, Blonksy & Co., LLC
RRR:dm