Cherry Hills Investment Advisors INVESTMENT ADVISORY CONTRACT

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1 Cherry Hills Investment Advisors INVESTMENT ADVISORY CONTRACT THIS INVESTMENT ADVISORY CONTRACT (this Agreement ) is made as of the Effective Date (defined below), between, whose address is and whose address is (referred to in this Agreement as the Client ), and Cherry Hills Investment Advisors, Inc., a Colorado corporation ( Advisor ), whose address is 8400 East Prentice Avenue, Suite 1010, Greenwood Village, Colorado Pursuant to this Agreement, the Client hereby appoints Advisor to manage the assets in the Client s custodial account (the Account ) under the terms and conditions of this Agreement, and Advisor is willing to act as the Client s investment adviser and provide investment supervisory services (as that term is defined in the Investment Advisers Act of 1940, as amended (the Act )) under the terms and conditions of this Agreement. Therefore, in consideration of the mutual agreements contained herein, the parties agree as follows: SERVICES PROVIDED 1. In order to provide investment supervisory services to the Account, unless otherwise agreed, Advisor is authorized by the Client to invest, reinvest, buy, sell or otherwise trade and deal in and with any security (as that term is defined in the Act), any other property that may from time to time be in the Account, and any proceeds thereof, in its discretion and without the Client s prior consultation or specific consent. Advisor is also authorized to take such other action as may be necessary or desirable to carry out the purpose and intent of this Agreement. Advisor is not authorized to borrow money against or otherwise pledge or hypothecate property in the Account, to direct the delivery of securities by the Custodian (as defined below) other than against receipt by the Custodian of payment therefor, or to direct the payment of property in the Account by the Custodian other than against receipt by the Custodian of securities therefor. 2. Account assets will be held by Charles Schwab and Co. or another entity mutually agreed upon by the Client and Advisor (the Custodian ). None of Advisor, its affiliates and its and their principals, shareholders, officers, directors, employees and agents will be liable for the acts, errors or omissions of the Custodian. 3. This Agreement shall constitute a limited power of attorney pursuant to which the Client hereby appoints Advisor as the Client s attorney-in-fact for purposes of exercising the power and authority granted to Advisor under this Agreement and for discharging its other obligations under this Agreement. 4. Advisor will use its reasonable efforts and judgment in the performance of the services authorized by this Agreement. If the Account is subject to the Employee Retirement Income Security Act of 1974, as amended ( ERISA ), Advisor acknowledges that in carrying out its duties under this Agreement it acts both as an investment manager and as a fiduciary as those terms are defined in Section 3(38) and 3(21) of ERISA with respect to the Account. 5. If the Account is subject to ERISA, the trustees of the Account specifically reserve the right to vote proxies for portfolio securities. If the Account is not subject to ERISA, the Client specifically reserves the right to vote proxies for portfolio securities. As a result, for either an account subject to ERISA or an account

2 that is not subject to ERISA, Advisor shall be expressly precluded from exercising voting rights with respect to portfolio securities and shall not be required to take any action, or render any advice, with respect to the voting thereof. 6. If the Client is an entity, trust or other than a natural person, the Client represents and warrants to Advisor that the employment of Advisor has been authorized by all necessary action on the part of the Client and is authorized by, has been accomplished in accordance with, and does not violate any agreements, documents or instruments governing the Client or the Account. The Client will furnish Advisor with true copies of all governing agreements, documents and instruments. If the Account is subject to ERISA, the Client acknowledges that it is a named fiduciary with respect to the control or management of the assets of the Account, and the Client agrees to obtain and maintain a bond satisfying the requirements of Section 412 of ERISA and to include Advisor, its affiliates and its and their principals, shareholders, officers, directors, employees and agents among those insured under such bond; however, the foregoing representation and bonding requirement shall not apply to a participant or beneficiary of an employee benefit plan, as those terms are defined in Sections 3(7) and 3(8) of ERISA. The person executing and delivering this Agreement on behalf of the Client represents and warrants that such person has full power and authority to execute this Agreement on behalf of the Client. The Client shall advise Advisor of any event that might affect this authority or the propriety of this Agreement. 7. The Client recognizes and acknowledges that Advisor performs investment supervisory services for other clients. The Client agrees that Advisor may give advice and take action with respect to its other clients that may differ from advice given or the timing or nature of action taken with respect to the Account. Advisor will have no obligation to purchase or sell for the Account, or to recommend for purchase or sale by the Account, any security that Advisor, its principals, its affiliates or its employees may purchase for themselves or for other clients. The Client further recognizes that transactions in a specific security may not be accomplished for all clients accounts at the same time or at the same price. 8. The Client agrees not to hold Advisor or any of its affiliates and its and their principals, shareholders, officers, directors, employees or agents liable for any loss that the Account may suffer by reason of any investment decisions made or other actions taken or omitted so long as Advisor shall have acted in good faith and without gross negligence, willful misconduct or violation of law; the foregoing, however, does not constitute a waiver or limitation of any rights that the Client may have under any federal or state laws. The Client acknowledges that this Agreement does not constitute a guarantee of profits or investment results and that past performance by Advisor is not a guarantee of present or future performance. The Client further agrees that Advisor and its affiliates and its and their shareholders, directors, officers, employees and agents shall not be liable for any act, error or omission of any broker-dealer, agent or any third person or entity providing services for Advisor or the Client pursuant to this or any other agreement, including, without limitation, the Custodian. PROCEDURES 9. Nothing contained in this Agreement shall be deemed to authorize Advisor to take or receive physical possession or custody of any of the securities or cash of the Account (except to receive fees from the Custodian as provided for below), it being intended that the Custodian shall be solely responsible for the safekeeping thereof and the consummation of sales, purchases, deliveries and investments made pursuant to this Agreement. -2-

3 10. Custodian shall provide or make available to the Client statements of all purchases and sales executed on behalf of the Account, which shall be furnished or made available as soon as practicable after such transactions have been made. 11. Advisor shall at all times follow such reasonable settlement and delivery procedures as the Custodian may generally require in handling investment accounts of a similar nature. 12. The Client agrees to promptly inform Advisor of changes in the Client s investment objectives of which Advisor would not otherwise have knowledge, to maintain in strict confidence and for use only with respect to the Account all investment advice and recommendations provided by Advisor to the Client, and to give the Custodian standing instructions to forward to Advisor, simultaneously with the transmittal thereof to the Client, confirmations of all transactions relating to the Account, together with the monthly statements of said Account. 13. The Client acknowledges that Advisor does not take responsibility for and does not vote proxies on their behalf. Client will be responsible for receiving and voting proxies for any and all securities maintained in their portfolio. Client will receive proxies or other solicitations directly from the Custodian and should contact the Custodian directly with all questions related to these materials. MANAGEMENT FEE 14. In consideration of the services to be performed by Advisor pursuant to this Agreement, the Client agrees to pay to Advisor a fee based on the Annual Fee Schedule set forth in Exhibit A attached hereto and incorporated herein by this reference, which shall be payable on a calendar quarterly basis in accordance with the terms of this Agreement. Advisor will not change or modify the fees payable by the Client in connection with the services performed by Advisor pursuant to this Agreement without first giving the Client notice of the fee modification. The new fee rate shall constitute an amendment to Exhibit A. 15. The fee for the period from the date of this Agreement to the end of the present calendar quarter (the Interim Period ) shall be the amount obtained by multiplying the market value of the securities and cash in the Account at the end of the final month of the quarter in which this Agreement is executed by one-quarter (0.25) of the applicable annual fee percentage indicated in the Annual Fee Schedule, which result shall be prorated for the number of days of the current calendar quarter in which the Account is subject to this Agreement. The fee payable for subsequent quarterly periods shall be the amount obtained by multiplying the market value of the securities and cash in the Account at the end of the last business day of the final month of the quarter by one-quarter (0.25) of the applicable annual fee percentage indicated in the Annual Fee Schedule. 16. The fee shall be payable to Advisor in arrears on a quarterly basis on or before the fifteenth (15 th ) day of the month following the end of the quarter with respect to which the fee is payable. 17. Unless otherwise agreed, the Client authorizes Advisor to debit from the Client s account directly the fees described in this Agreement. Advisor s bill will state the amount of the fee for the applicable quarter, the market value of the Client s assets on which the fee is based, and the manner in which the fee was calculated. -3-

4 18. For the purposes of computing the market value of securities used in the computation of the fee, all securities shall be marked to market as of the close of business on the last trading day of each quarterly period using, for listed securities, the last sale price on the principal stock exchange and, for over-the counter securities, the published bid prices. FINANCIAL PLANNING SERVICES 19. If requested by Client in connection with the execution of this Agreement and agreed to by Advisor, as evidenced by Advisor s completion of Client s Plan, Advisor will provide personal financial planning services in the form of a financial plan (a Plan ). In creating Client s Plan, Client and Advisor agree to follow this process: (a) Client will provide Advisor with financial and personal data necessary to prepare Client s Plan; (b) Advisor will analyze data and documents provided, evaluate Client s ability to meet his or her stated objectives, make observations, identify problems and recommend strategies for Client s consideration; and (c) on the basis of the data provided by Client, and Client s stated objectives, Advisor will prepare and present a Plan summarized in written form. 20. For the financial planning services described in Paragraph 19 above, Client agrees to pay to Advisor a fee in the amount set forth on fee schedule attached to the Agreement, which shall be payable by Client upon receipt of the Plan from Advisor. 21. The financial planning services of Advisor pursuant hereto are limited to recommending strategies for Client to consider. In all matters, Advisor s services are advisory only, and do not include any legal, accounting or other professional services. Implementation of Client s Plan is not part of this Agreement. 22. This Agreement does not provide for ongoing financial planning services, and Advisor does not agree to, and undertakes no obligation to, renew or update in any manner Client s Plan at any time in the future or as a result of any change in Client s circumstances or stated objectives. 23. Unless otherwise agreed, the Client authorizes Advisor to debit from the Client s account directly the financial planning fee referenced on the fee schedule attached to this Agreement. BROKERAGE 24. Advisor will enter orders for securities transactions in the Account with such brokers, dealers or issuers as it may select. Orders will be entered for execution on such markets, at such prices and at such rates of broker-dealer compensation as Advisor deems appropriate. In selecting brokers or dealers, and in determining appropriate levels of broker-dealer compensation, Advisor will take into consideration the available prices and rates of broker-dealer compensation as well as other relevant factors. These factors may include the execution capabilities of the broker or dealer and the range and quality of research and other services provided by the broker or dealer. The Client understands that under some circumstances the broker-dealer compensation it pays may exceed the compensation that could be obtained from another broker or dealer, particularly if such other broker or dealer were not providing research or other services. 25. Advisor may enter orders with brokers or dealers with which it is affiliated, and the Client acknowledges that such brokers or dealers may profit from such transactions by charging their usual and -4-

5 customary rates of compensation, including mark-ups or mark-downs on principal transactions. If the Client was referred to Advisor by a broker or dealer, the Client understands that Advisor could have a conflict of interest in negotiating broker-dealer compensation with such broker or dealer on the Client s behalf. DURATION AND TERMINATION OF THE AGREEMENT 26. This Agreement shall remain in force and effect from the date accepted by Advisor and shall continue in effect until terminated by either party. Any such termination of this Agreement shall become effective immediately upon receipt by the other party of notice of such termination, but such termination shall not affect any obligation or liability entered into or incurred prior to such receipt of written notice of termination. To the extent that there are amounts owing by the Client to Advisor upon the date of termination of this Agreement, Client agrees to immediately pay such amounts to Advisor without further notice or demand therefor. 27. All directions received from the Client before or after the Client s death or incapacity but before receipt by Advisor of written notice of such death or incapacity shall be binding upon the Client and upon any heirs, legal representatives, successors or assigns of the Client. Advisor and its affiliates and its and their principals, shareholders, officers, directors, employees and agents shall also be held harmless by the Client and the Client s heirs, legal representatives, successors or assigns from all liability arising from any such directions given by the Client to Advisor. 28. Paragraphs 6, 8, 25 through 29 and the last sentence in Paragraph 2 shall survive any termination of this Agreement. MISCELLANEOUS PROVISIONS 29. This Agreement is made and shall be governed by and construed in accordance with the laws of the State of Colorado; provided that nothing herein shall be construed in any manner inconsistent with any unwaivable provisions of the Act or any rule regulation or order of the Securities and Exchange Commission promulgated thereunder. 30. Any controversy or claim between the Client and Advisor relating to the subject matter of this Agreement or in any way related to the negotiation, administration, modification, extension or enforcement hereof shall be submitted to binding arbitration in Denver, Colorado in accordance with the Securities Arbitration Rules of the American Arbitration Association (the AAA ) then in effect, as modified by the provisions of this Paragraph 29, and the award of the arbitrators shall be final and may be confirmed in any court having jurisdiction thereof and judgment entered thereon. The arbitration shall be commenced by serving a written demand upon the party against whom claims are being asserted and with the AAA. The arbitration shall be before a three person panel of neutral impartial arbitrators consisting of one attorney licensed to practice law in Colorado and two individuals who are affiliated with the securities industry. Each arbitrator shall have no less than ten years experience relating to the securities industry. The parties shall select the arbitrators in the manner established by the AAA. The lists submitted by the AAA shall be composed of arbitrators located in Denver, Colorado. Discovery in the arbitration shall be conducted in accordance with Rules 26 through 37 of the Colorado Rules of Civil Procedure; provided, however, that all discovery shall be completed no later than ninety (90) days after the demand for arbitration is served. The Colorado Rules of Evidence shall apply in any arbitration under this Agreement. BY ENTERING INTO THIS AGREEMENT, -5-

6 EACH OF THE CLIENT AND ADVISOR HEREBY WAIVE ANY RIGHT HE, SHE OR IT MAY HAVE TO SEEK REMEDIES IN COURT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO JURY TRIAL. 31. No assignment (as that term is defined in the Act) of this Agreement may be made by Advisor without the prior consent of Client; provided, however, Advisor may assign this Agreement to a wholly-owned subsidiary without Client s consent provided that such assignment does not result in a change in control of Advisor or a change in management of Advisor. This Agreement shall constitute the entire Agreement between the Client and Advisor and may not be modified or amended except by a writing signed by the parties hereto. 32. All written communication to Advisor pursuant to this Agreement shall be sent to Advisor at the address referenced above in the initial paragraph of this Agreement or to another address or address that Advisor may provide from time-to-time. All written communication to the Client shall be sent to the Client at the address or address referenced above in the initial paragraph of this Agreement or to another address or that the Client may provide from time-to-time, and the Client agrees to promptly notify Advisor of any change to its address or address previously provided to Advisor. All notices and other written communication given under this Agreement shall be effective upon their receipt by the party to whom it is addressed. 33. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. 34. Important Information about Opening an Account-To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth (for individuals) and other information that will allow us to identify you. We may also ask to see your driver s license or other identifying documents. The undersigned Client hereby acknowledges that on or before the date I/we entered into this Agreement with Advisor, I/we received from Advisor the following documents: -A copy of Advisor s Form ADV, Part 2A and 2B - A copy of the Advisors Privacy Policy Statement I understand that if I/we received this written disclosure statement at the time I/we entered into the Agreement, I/we have the right to rescind the Agreement for five (5) days thereafter and to receive an immediate refund of any and all funds I/we paid to Advisor without penalty. Client Initials Client Initials [Signature Page to Follow] -6-

7 IN WITNESS WHEREOF, the Client and Advisor have executed this Agreement effective as of the Client execution date indicated below (the Effective Date ). This Agreement shall be effective as of such date. If Client is an individual: Signature of Client Second Signature, if Joint Account Name of Client (Please Print) Date: Name of Joint Client (Please Print) Date: If Client is a trust or other entity: (Name of Client) By: Name: Title: Date: CHERRY HILLS INVESTMENT ADVISORS, INC. By: Name: Title: -7-

8 Annual Fee Schedule The Annual Fee Schedule is as follows: Total Household Portfolio Annual Percentage Under $500, % $500,000 to 1 million 1.00% $1 million to $2 million 0.90% $2 million to $3 million 0.80% $3 million to $4 million 0.70% $4 million to $5million 0.60% Over $5 million Please contact us for further information. Personal Financial Planning Services: Fees for Financial Plans start at $3,000 (which assumes up to 8 hours of time to prepare) Per Hour Rate (for client relationships that are not ongoing): $250 Financial Planning Fee Client s financial planning fee will be: Debited from Client s account Billed to Client Client Initials Client Initials

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