INVESTMENT ADVISORY AGREEMENT

Transcription

1 INVESTMENT ADVISORY AGREEMENT This Investment Advisory Agreement (the "Agreement") is made and entered into this day of, 20, by and between Bahl & Gaynor, Inc. (the "Advisor"), having its principal place of business at 212 E. Third Street - Suite 200, Cincinnati, Ohio 45202, and (the "Client"). In consideration of Client retaining Bahl & Gaynor, Inc. to render investment advice to Client, it is agreed as follows: 1. APPOINTMENT OF ADVISOR The undersigned Client hereby appoints Bahl & Gaynor, Inc. as Investment Advisor for the herein named account[s] (the Account[s] ) and hereby authorizes the Advisor at any time and from time to time to issue to the below named custodian (the "Custodian") of the securities in the Account[s], or to any broker, dealer or underwriter designated by the undersigned or selected by the Advisor, investment instructions for the Account[s]. Investment instructions as used herein include instructions for the sale, purchase or exchange of stocks, bonds or other securities or investments or for their deposit in connection with any plan of reorganization, recapitalization or other like plan, and for the investment of any cash for the Account[s]. This shall not authorize the Advisor to receive any stocks, bonds, other securities, investments or cash in the Account[s] or to authorize any disposition thereof except to the Client, against countervalue, or to the Custodian. Note: Federal and state securities laws impose liability under certain circumstances on investment advisers who act in good faith, without gross negligence or willful malfeasance, and the following paragraph cannot, and does not attempt to change that. Therefore, nothing in the following paragraph shall constitute a waiver or limitation of any rights which the Client may have under any federal or state securities laws. Unless otherwise required by applicable law, in the absence on the Advisor's part of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations to the undersigned, the Advisor shall not be liable to the Client for any act or omission in the course of or connected in any way with its rendering of services to the Client or for any losses that the Client may sustain in the purchase, holding or sale of any security. If any loss is suffered due to the acts or omissions of the Custodian, a broker, dealer or underwriter to which the Advisor has given investment instructions pursuant to this authority, the Client will look only to the Custodian, broker, dealer or underwriter, and not to the Advisor, to make good that loss. 2. INVESTMENT AUTHORITY The authority given to the Advisor pursuant to Section 1 shall, except as otherwise specified in a written notice to the Advisor in the manner stated below, give the Advisor full investment discretion over the Account[s]. The authority of the Advisor to act without further instruction from the Client will not be altered or amended by any course of conduct through which the Advisor usually first discusses with the Client the action it proposes to take. The Advisor (Bahl and Gaynor) does not accept responsibility for voting proxies. Bahl and Gaynor will make arrangements with your custodian to forward proxy materials with respect to securities held in your account(s) directly to you and you will be solely responsible for voting or not voting such proxies in your discretion. 1

2 This authority will remain in force until the Advisor receives written notice of revocation from the Client delivered to the Advisor's principle place of business. To induce the Advisor to act under it, it is agreed that, in the event of a termination of this authority, due to death or otherwise, the Advisor will be held harmless from any loss or liability incurred as a result of any action taken by it after such termination and before it has received notice of its termination. 3. MANAGEMENT FEES As consideration for its services hereunder, the Client agrees that the Advisor shall be paid quarterly in arrears a fee as mutually agreed upon by and between the Client and the Advisor and as set forth in "Exhibit A", attached, which shall be deemed to be incorporated fully into this Agreement. 4. AUTHORIZATION FOR PAYMENT OF MANAGEMENT FEES (Please Choose Only One) (A) Client hereby authorizes Custodian (and any successor Custodian hereunder) to deduct from the Account[s] amounts due to Advisor as Management Fees hereunder, and to pay such amounts to Advisor. This authorization shall remain in force and effect until revoked, in writing, by Client, and Custodian and Advisor receive notice of such revocation. If (A) is your choice, PLEASE SIGN HERE: (B) Please direct invoice for Management Fees to Client. If (B) is your choice, PLEASE SIGN HERE: 5. ASSIGNMENT AND TERMINATION No assignment, as that term is defined in the Investment Advisers Act of 1940, of this Agreement may be made by the Advisor without the consent of the Client. The Client shall be deemed to have consented to any assignment resulting from a change in control of the Advisor if Client fails to object after a reasonable notice thereof. This Agreement may be terminated by either party hereto at any time upon written notice to the other party. In the event this Agreement is terminated during a quarter, the Advisor shall be paid a fee based on the pro rata portion of such quarter during which this Agreement was in effect. This advisory agreement may be terminated, without penalty, within five business days after its execution, by notification from the Client to the Advisor. 6. ACKNOWLEDGMENT OF RECEIPT OF FORM ADV PART II The undersigned expressly acknowledges receipt of Part II of Advisor's Form ADV at the time of entering into this Agreement. This document is updated annually and is available to the Client upon request by calling or writing the Advisor. PLEASE SIGN HERE: 2

3 7. AUTHORIZATION TO CUSTODIAN The Custodian is authorized and directed to act in accordance with instructions which the Advisor, or any successor to it, may from time to time send with respect to the purchase, sale, exchange, or other disposition, of any or all of the stocks, bonds or other securities, investments or cash which Custodian now or hereafter may hold for this accounts. This does not authorize the Custodian to deliver any of these stocks, bonds or other securities, investments or cash to the Advisor or to make any disposition of any of them except to the Client or against countervalue. This power may be exercised by Bahl & Gaynor, Inc. or any successor firm or corporation and the Custodian shall be entitled to act upon the instructions of any of the Advisor's authorized representatives. This authority shall remain in full force until the Custodian receives written notice of revocation. As inducement to act under it, it is agreed that in the event of a termination of this authority, due to death or otherwise, the Custodian will be held harmless from any loss or liability incurred as a result of any action taken by it after such termination and before receiving notice of it. 8. ENTIRE AGREEMENT AND NOTICE This Agreement pertains to the following Account[s] and contains the entire understanding of the parties and may not be amended without the specific written consent of both parties. Any notice given under this Agreement shall be sufficient if it is in writing and if sent by regular mail. (Account Title) (Custodian and Account Number) (Account Title) (Custodian and Account Number) IN WITNESS WHEREOF, Client and Advisor have duly executed this Agreement as of the day and year first above written. CLIENT: Client Client ADVISOR: BAHL & GAYNOR, INC. By: By: 3

4 "Exhibit A" FEE SCHEDULE $9.00 per thousand dollars market value on first $1 million $8.00 per thousand dollars market value on next $1 million $6.00 per thousand dollars market value on next $3 million $5.00 per thousand dollars market value on amounts over $5 million Minimum Annual Fee: $6,000 FEES WILL BE BILLED QUARTERLY IN ARREARS Accepted: Client Signature Accepted: Client Signature 4

5 CLIENT, CUSTODIAN AND ACCOUNT INFORMATION Name: Date of Birth: Address: Phone: Day: Evening: Fax Number: Drivers License #: Title Account #1: Custodian Address: Custodian Contact: Contact Phone: Social Security / Tax ID Number of Account #1: Duplicate Copies Mailed To (optional): Title Account #2: Custodian Address: Custodian Contact: Contact Phone: Social Security / Tax ID Number of Account #2: Duplicate Copies Mailed To (optional): 5