INVESTMENT ADVISER AGREEMENT FOR ASSET MANAGEMENT SERVICES

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1 INVESTMENT ADVISER AGREEMENT FOR ASSET MANAGEMENT SERVICES MEMBER FINRA SIPC Internal Branch Code: Internal Representative Code: Effective Date: Date Sent to Client: By signing this Investment Adviser Agreement for Asset Management Services ( the Agreement ) in the space provided below, I/We, ( Client ), confirm that this Agreement is between Colorado Financial Service Corporation ( CFSC ), Investment Adviser Representative(s) named below ( IAR ), and Client to provide the services below. 1. DEFINITIONS The term "Account used in this Agreement means only the account(s) listed in Schedule A and Schedule B. The term Sponsor used in this Agreement means unaffiliated investment advisory firms with which CFSC has a service agreement to make its advisory products or services available to CFSC s clients. The investment advisory services and products offered by Sponsor are referred as Third Party Program". 2. ACCOUNT TYPE / Please check and initial if the Account is for a government plan or program, or for any government entity* as defined below. * Government entity means any state or political subdivision of a state, including: (i) any agency, authority, or instrumentality of the state or political subdivision; (ii) a pool of assets sponsored or established by the state or political subdivision or any agency, authority or instrumentality thereof, including, but not limited to a defined benefit plan as defined in section 414(j) of the Internal Revenue Code, or a state general fund; (iii) a plan or program of a government entity; and (iv) officers, agents, or employees of the state or political subdivision or any agency, authority or instrumentality thereof, acting in their official capacity. / Please check and initial if the Account is for an ERISA (Employee Retirement Income Security Act) account. 3. ASSET MANAGEMENT SERVICES SELECTION / IAR Directed Asset Management Services ( IAR Managed Account ): Client agrees that CFSC through IAR manages the assets in the Account(s) listed in Schedule A. / Third Party Sponsored Asset Management Program ( Third Party Program): Client agrees that the Third Party Program Sponsor named in Schedule B manages the assets in the Account(s) listed in Schedule B. 4. IAR MANAGED ACCOUNT CFSC agrees to provide Client the following services through IAR: Assist Client in establishing, reviewing and determining Client s investments objectives for the Account(s) based on Client s specified needs; Assist Client in determining and modifying the allocation and diversification of the assets in the Account(s); Manage the Account(s) based on the Account(s) objectives, policies, and restrictions (if any), either on a discretionary or non-discretionary basis as defined and selected in Schedule A. 5. THIRD PARTY PROGRAM CFSC A008-A / Page 1 of 8

2 CFSC agrees to provide Client with the following services through IAR: Assist Client in establishing, reviewing and determining Client s investments objectives for the Account(s) based on Client s specified needs; Assist Client in evaluating and selecting a suitable Third Party Program; Answer any questions Client may have regarding the Account(s) or the Third Party Program or Sponsor selected in Schedule B; Act as the communication conduit between Client and the Third Party Program Sponsor selected in Schedule B. In addition, Client grants to CFSC discretion to select or terminate relationship with the Third Party Program Sponsor on behalf of Client unless otherwise instructed in Schedule B. 6. BROKERAGE ALLOCATION For the Account(s) custodied at First Southwest Company, securities transactions will be executed through CFSC unless Client directs CFSC, in writing, to direct client's brokerage transactions to another broker-dealer. Client acknowledges that CFSC may be unable to negotiate the cost associated with Client's securities transactions at another broker-dealer and that the cost to Client may be higher. For the Third Party Program Account(s), neither CFSC nor IAR selects or directs Client's transactions to any particular broker-dealer or clearing firm. Furthermore, neither CFSC nor IAR will either directly or indirectly participate in Client s securities transactions. Investment decisions and securities transactions are made by the Third Party Program Sponsor in accordance with the agreement between Client and the Sponsor. 7. REPORTING OR REPORTS Client will receive, at least quarterly, statement directly from the qualified custodian of the Account(s). During any month in which there is activity in the Account(s), Client will receive a monthly statement directly from the qualified custodian. In addition, upon execution of each transaction, Client will receive a confirmation directly from the qualified custodian. Client may also be provided a quarterly performance report describing the Account(s) performance, holdings, and other activities. Client is advised to cross reference the Account(s) statement provided by the qualified custodian. For the Third Party Programs, periodic reporting varies by each Sponsor. However, the Account(s) statements shall be provided to Client directly by the qualified custodian listed in Schedule B, no less than quarterly. 8. PROXIES For both the IAR Managed Account and the Third Party Program Account, CFSC and IAR are expressly precluded from taking any action or rendering any advice to Client with respect to the voting of proxies for any securities held in the Account(s). All proxies and materials will be delivered from the custodian directly to the Client. In addition, neither CFSC nor IAR has any obligation to render advice or take any action with respect to securities, or other investments or the issuers which become subject to any legal proceeding including bankruptcies. 9. ADVISORY FEE In exchange for the services provided by CFSC through IAR, the Client agrees to pay the fees ( Advisory Fee ) as described below. IAR Managed Account: Client agrees to pay the Advisory Fee described in Schedule A. The Advisory Fee will be calculated based on the Account(s) value of the last business day of each month and collected in arrears. When Client does not select any fee schedule, the default or standard fee schedule will be automatically applied. When Client selects certain model portfolio(s) available under the platform, portion of the Advisory Fee will be directed to the Third Party Asset manager and the program platform administrator. CFSC A008-A / Page 2 of 8

3 CFSC is irrevocably authorized as agent to take payment of the Advisory Fee when due out of the Account(s) and, in its discretion, to redeem at the then current net asset value a sufficient number of securities in the Account(s) to pay the Advisory Fee when due. Client is responsible for independently verifying the Advisory Fee calculation. The Advisory Fee is in addition to what is charged by CFSC or any third parties, such as transaction based ticket charges, mutual fund distribution fees, and surrender charges on previously purchased mutual funds, IRA and qualified plan fees. Other charges imposed by investment companies and any expenses associated with their products and/or services are described in the product related materials such as, prospectuses. For any charges associated with maintaining the Account(s), refer to the Account(s) opening documents provided at the time the Account(s) was opened. If Client custodies the Account with First Southwest Company, CFSC receives additional revenue from the cost charged by First Southwest Company. Furthermore, CFSC may mark-up the transaction cost charged by First Southwest Company. Such mark-up is considered additional revenue for CFSC. CFSC will neither directly nor indirectly share the profit from the mark-up or additional revenue with IAR. Third Party Managed Program: / Client will pay the Advisory Fee to the Third Party Program Sponsor as set forth in the agreement between Client and the Sponsor. CFSC and IAR will receive part of the Advisory Fee as a referral fee from the Sponsor. Client acknowledges and agrees to such compensation arrangement. Client is advised to review the Sponsor s Disclosure Document and/or the Solicitor s Disclosure Statement provided at the time the Account(s) was opened. Advisory Fee charged by the selected Third Party Program Sponsor may be higher or lower than those fees charged by other Investment Advisers and/or other Third Party Program Sponsors not made available through CFSC and offering similar services. / CFSC s and/or IAR s Advisory Fee will be added to the Advisory Fee charged by the Third Party Program Sponsor. The fee is in addition to the Advisory Fee charged by the Third Party Program Sponsor. 10. ADDITIONS AND WITHDRAWALS For the IAR Managed Account, Client may make additional deposits to or partial withdrawals from the Account(s) at any time. Additional assets received into the Account(s) after it is opened will be also charged the Advisory Fee. Client may withdraw the Account(s) assets upon notice to CFSC or the custodian of the Account(s), subject to the usual and customary securities settlement procedures. No Advisory Fee will be charged for partial withdrawals or for the Account(s) appreciation or depreciation within a billing period. CFSC will impose no startup, closing, or penalty fees in connection with the Account(s). The Third Party Program Account is subject to the terms and conditions set forth in the agreement between Client and the Sponsor. 11. OTHER ADVISER ACTVITIES Client acknowledges that CFSC through IAR renders investment advice to other individuals or entities ("Affiliated Accounts"). CFSC may perform such services for the Affiliated Accounts, which may differ from the services provided to the Account(s) as to the advice given, or the timing or nature of action taken. CFSC may allocate investment opportunities among the Account(s) and any Affiliated Accounts on any basis that it reasonably determines in its sole discretion. Client acknowledges that one or more of the Affiliated Accounts may from time to time acquire or dispose of investments in which the Account(s) may have an interest, and such transactions may involve the Account(s). Client acknowledges that Client has no right of first refusal or similar right in respect of any such investment. CFSC A008-A / Page 3 of 8

4 12. CLIENT AUTHORITY If this Agreement is entered into by a trustee, other fiduciary or other person in a representative capacity, including, but not limited to, someone meeting the definition of fiduciary under the Employee Retirement income Security Act of 1974 (ERISA) of an employee benefit plan subject to ERISA, by signing this Agreement such trustee, fiduciary or representative represents and warrants that Client s participation in the Account(s) is permitted by the relevant governing instruments, and that Client is duly authorized to enter into this Agreement. Client agrees to furnish CFSC and IAR with such documents as they shall reasonably be requested with respect to the foregoing. Client further agrees to advise CFSC and IAR of any event which might affect this authority or the validity of the Agreement. Client additionally represents and warrants (i) that the governing instruments provide that an investment adviser as defined under ERISA may be appointed, and (ii) that the person executing and delivering this Agreement on behalf of Client is a named fiduciary (as defined under ERISA) who has the power under the plan to appoint an investment manager. If Client is a corporation, the party executing this Agreement on behalf of Client represents that execution of this Agreement has been duly authorized by appropriate corporate action. 13. CONFLICT OF INTEREST Client acknowledges that although Client will not be charged a commission (other than possible third party transaction charges previously discussed herein) from transactions in no-load mutual funds, certain mutual funds charge distribution fees such as 12(b)-1 fees, a portion of which may be received by CFSC and/or IAR. Client understands the amount of a mutual fund s 12(b)-1 fee is included among normal mutual fund expenses and is reflected on the fund s financial statements. Client acknowledges CFSC s and/or the IAR s potential receipt of such 12(b)-1 fees and understands and agrees any 12(b)-1 fees shall remain the property of CFSC. 14. LEGAL AND ACCOUNTING ADVICE It is expressly agreed and understood between the parties that: Neither CFSC nor IAR is qualified to render legal or accounting advice or to prepare any legal documents for the implementation of any recommendations provided by CFSC through IAR; Client s personal attorney shall be responsible for the rendering and/or preparation of all of the following: (i) legal advice, (ii) legal opinions, (iii) legal determinations, and (iv) legal documents; Client s personal tax adviser and/or accountant shall be responsible for any tax or accounting work performed in the implementation of Client s plan and investment advice. 15. EFFECTIVE DATE AND ASSIGNMENT This Agreement (including all Schedules attached hereto) shall be effective on the date of CFSC's acknowledgment of receipt of an executed copy of this Agreement. This Agreement shall continue in effect until terminated pursuant to Section 16 of this Agreement. This Agreement will not be assigned without the prior written consent of both parties. 16. TERMINATION This Agreement may be terminated by Client, without penalty, upon written notice within five (5) business days after entering into this Agreement. Thereafter, the Agreement may be terminated upon receipt of written notice, by either Client, CFSC or IAR, provided such termination does not relieve Client s obligation to pay any unpaid portion of the Advisory Fee. Termination of the Third Party Program Account is also subject to the agreement between Client and the Sponsor. 17. SEVERABILITY If any provision of this Agreement shall be held or made non-enforceable by a statute, rule, regulation, decision of a tribunal or otherwise, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while most nearly preserving its original intent. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement and, to that extent, the provision of this Agreement shall be deemed to be severable. CFSC A008-A / Page 4 of 8

5 18. CONFIDENTIALITY It is agreed and understood between the parties that all information provide by Client and all recommendations and/or advice provided by CFSC through IAR shall be confidential, with disclosure only upon such terms and to such parties as designated by the parties or as required by law. 19. AMENDMENT Except as otherwise provided in this Agreement, this Agreement may be amended only by writing, signed by both parties. 20. NOTICES All notices required by this Agreement shall be in writing. Notices to CFSC or IAR may be personally delivered to an officer or employee of CFSC or IAR, or mailed by registered or certified mail, postage prepaid, to: Colorado Financial Service Corporation 304 Inverness Way South, Suite 355 Centennial, Colorado Notices to Client may be mailed by registered or certified mail, postage prepaid to: Notices shall be effective on the date of delivery if delivered personally or on the date of receipt if mailed. 21. APPLICABLE LAW This Agreement shall be governed and construed in accordance with the laws of the State of Colorado. If and to the extent applicable, the laws of the state in which the Client resides will also apply. 22. CLIENT ACKNOWLEDGEMENT AND CERTIFICATION With signature below, Client acknowledges: Receipt of CFSC s current Form ADV Part 2A (also known as Firm Disclosure Brochure); Receipt of the IAR s current Form ADV Part 2B (also known as ADV Supplement); Receipt of the privacy and business continuity policies; Receipt of a current copy of the applicable product related documents such as, mutual fund prospectus, based on the proposed investment or investments; Receipt of the Third Party Program Sponsor(s) disclosure document(s), as applicable; and Receipt of a copy of this Agreement. IAR s Name (please print) IAR s Signature Date OSJ Supervisor s Name (please print) OSJ Supervisor s Signature Date CFSC A008-A / Page 5 of 8

6 SCHEDULE A (IAR Managed Account) THIS SCHEDULE A IS PART OF INVESTMENT ADVISER AGREEMENT FOR ASSET MANAGEMENT SERVICES 1. ACCOUNT INFORMATION Account Name: Number: Custodian of the Account: Model Portfolio : Custodian s Mailing Address: 2. TRADING AUTHORIZATION SELECTION / Client agrees to maintain the authority to buy or sell securities and all final transaction decisions including rebalancing and reallocations decisions for the Account. / Client grants to IAR discretionary authority for the Account(s). In granting discretionary authority to IAR, Client permits IAR to choose which securities and the quantity of those securities to buy or to sell for the Account(s) without obtaining Client s acceptance of such trades prior to effecting the transactions. 3. ADVIORY FEE SELECTION Client agrees to pay CFSC and IAR the Advisory Fee at the annual rate of: Account Value ($) Standard Fee Schedule: Initial: / Less Than $100, % $100,0001 to $500, % $500,001 to $1,000, % $1,000,001 to $2,500, % Over $2.5M 1.25% 4. CONSOLIDATED BILLING AND REPORTING Customized Fee Schedule Initial: / Upon request, Client may receive a quarterly performance report that consolidates all of the holdings in the Account(s) custodied at First Southwest Company and identified as IAR Managed Account. Client may also receive a benefit of consolidated billing if a layered fee schedule is selected. Please note that consolidated reporting is not available for IAR Managed Account custodied with a broker-dealer or clearing firm other than First Southwest Company. Account Number Account Registration Account Number Account Registration 5. SECURITIES RESTRICTIONS Are there any securities restrictions the Client wishes to impose? ( Yes, No), if yes, please describe: Please note that: CFSC will not accept Client s request on any securities restrictions that may be held within mutual funds. In addition, when/if determined that the restrictions imposed by Client is unreasonable, CFSC and/or the IAR may reject or terminate the Account(s). IAR s Name (please print) IAR s Signature Date OSJ Supervisor s Name (please print) OSJ Supervisor s Signature Date CFSC A008-A / Page 6 of 8

7 SCHEDULE B (Third Party Program) THIS SCHEDULE B IS PART OF INVESTMENT ADVISER AGREEMENT FOR ASSET MANAGEMENT SERVICES 1. THIRD PARTY PROGRAM ACCOUNT INFORMATION Account Name: Account Number: Custodian of the Account: Address of the Custodian: Selected Third Party Program Sponsor: Selected Third Party Program s Model or Portfolio Name: Fees: (1) Third Party Program Fee(s) including third party advisory fee(s): (%) per year (2) CFSC s and/or IAR s Advisory Fee(s) (if any): (%) per year 2. AUTHORIZATION OF THIRD PARTY PROGRAM SELECTION AND TERMINATION CFSC through IAR will select or terminate Third Party Program(s) or its sponsor(s) on behalf of Client unless the Client wishes CFSC through IAR to receive Client s pre-approval. / Client agrees to maintain the authority to select or terminate the Third Party Program or its Sponsor. IAR s Name (please print) IAR s Signature Date OSJ Supervisor s Name (please print) OSJ Supervisor s Signature Date CFSC A008-A / Page 7 of 8

8 MEMBER FINRA SIPC SOLICITOR DISCLOSURE STATEMENT AND CLIENT ACKNOWLEDGEMENT I. SOLICITOR S DISCLOSURE STATEMENT Colorado Financial Service Corporation (the CFSC ) has entered into a Solicitor s Agreement (the Agreement ) with (the Third Party Adviser ) relating to the services to be provided to you by the Third Party Adviser. The Third Party Adviser and CFSC are separate entities. The Third Party Adviser will share (%) of the advisory fee paid by you to the Third Party Adviser as long as: (i) (ii) You maintain the adviser-client relationship with CFSC; and Your account remains under the Third Party Adviser s management. Please note that there is no differential in the advisory fees charged to you by the Third Party Adviser attributable to the existence of the Agreement between CFSC and the Third Party Adviser. In other words, the Third Party Adviser will not charge you any additional fees or expenses as a result of the solicitor fees payable to CFSC. II. CLIENT S ACKNOWLEDGEMENT With my signature below I acknowledge receipt of the Solicitor s Disclosure Statement. I further acknowledge that I have read and understand it. CFSC A008-A / Page 8 of 8

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