This Agreement is made and entered into by and between St. Bernard Financial Services, Inc., an Arkansas corporation, which is duly registered as an Investment Advisor with the Securities and Exchange Commission and appropriate State authorities (Advisor) and the undersigned (Clients).
The undersigned Clients hereby agree to retain Advisor to continuously supervise investment and reinvestment of Clients' funds in accordance with the following terms and conditions set forth below and based on the information set forth in the Account Opening Forms and the Account Applications:
1. ADVISOR SERVICES. By the execution of this Agreement, Advisor accepts the appointment as Advisor and agrees to supervise and direct the investments of the Clients’ Accounts in accordance with the investment objectives of Clients, as stated below. It is agreed that the sole standard of care imposed upon Advisor by this Agreement is to act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent expert acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like goals.
2. INVESTMENT AND MANAGEMENT AUTHORITY. Purchase and sale brokerage transactions of the managed funds in Clients’ accounts will be effected by St. Bernard, as part of the services provided to Clients for the fees described herein. Buy and sell transactions of exchange-listed securities in Clients’ accounts will be effected by St. Bernard through designated clearing brokers at discounted rates. All exchange-listed security transactions will be effected by St. Bernard through its clearing brokers. The clearing brokers may, in their own discretion, use the services of other broker-dealers. Clients specifically authorize manager to effect securities executions on behalf of Clients’ accounts.
3. TRANSACTION PROCEDURES. Advisor shall not act as Custodian for the Accounts, but may issue such instructions to the Custodian as may be appropriate in connection with the settlement of transactions initiated by Advisor pursuant to Section 1 hereof. The instructions of Advisor to Clients and/or the Custodian shall be made in writing and sent by first class mail or by facsimile, or at the option of the Advisor, orally and confirmed in writing as soon as practical thereof, and Advisor shall instruct all brokers, dealers or issuers executing orders on behalf of Clients’ Accounts, to forward to Clients and/or Custodian copies of all confirmations promptly after execution of transactions. It is specifically agreed that Advisor is not responsible for any errors, omissions, acts or failures to act by any broker, dealer, issuer, fund or financial institution with respect to and advice, recommendation or transaction of or for said Clients’ accounts. Advisor will not be responsible for any loss incurred by reason of any act or omission of any broker dealer or issuer, or of the Custodian. However, Advisor will make reasonable efforts to require that brokers, dealers and issuers perform their obligations with respect the Clients' Accounts.
4. DIVIDENDS/INTEREST AND DISTRIBUTIONS. Dividends and distributions will normally be deposited into a money market fund or other interest-bearing facility pending subsequent periodic investment reallocation. If so instructed by Clients, dividends or distributions will be sent directly to Clients or will be reinvested in the same investments from which they were paid.
5. RECORDS. Clients will be furnished confirmations of each transaction and periodic statements of Clients’ accounts. In addition, ERISA Clients will receive certain annual information as required by law. St Bernard will provide to you an invoice detailing the formula used to calculate your fee, the amount of assets we manage for you, and the time period covered by the fee.
6. CONFIDENTIALITY. All information and advice furnished by either party to the other under this agreement, including their agents and employees, shall be treated as confidential and shall not be disclosed to third parties, except as required by law.
7. INVESTMENT OBJECTIVES AND RESTRICTIONS. It is the basic objective of Advisor to preserve capital and obtain capital growth without regard to the taxation of income or growth. It will be the Clients' responsibility to inform the Advisor in writing of any objectives contrary to these and any changes or modifications therein, as well as any specific restrictions or applicable changes to the approved investments.
8. RISKS OF INVESTMENT. Clients understand there are risks inherent to every investment and that these risks will vary from investment category to another. Some investments may result in profits and other investments in losses. Clients understand that Advisor cannot assure that the objectives of an investment concept will necessarily be realized.
9. NO LEGAL OR ACCOUNTING RELATIONSHIP. Clients understand that Advisor is not qualified to prepare any accounting or legal documents for the implementation of Clients' financial plans. Clients agree to contact his/her personal accountant and attorney for preparation and advice on such issues.
10. TRANSACTIONS OF ADVISOR AND OTHER ACCOUNTS. It is understood that Advisor and its affiliates perform, among other things, research and investment advisory services for other clients. Clients recognizes that Advisor or its affiliates may, to the extent permitted by law, give advice and take action in the performance of its duties to other clients (including even those who may also be participants in Advisor-managed accounts) which action or actions may differ from advice given, or the timing and nature of action taken, with respect to their Clients' accounts. Nothing in this Agreement shall be deemed to impose upon Advisor any obligation to recommend for purchase or sale for the Clients' accounts or the account of any other client of Advisor any security or any other property which Advisor or its affiliates may purchase or sell for its own account or recommend for the account of any other client, if in the sole discretion of Advisor it is for any reason undesirable or impractical to make such recommendation for the Clients' accounts.
By reason of its activities, Advisor and its affiliates may from time to time acquire information about corporations and their securities. The Clients recognizes that Advisor may not always be free to divulge such information, or to recommend that the Clients act upon it.
11. REPRESENTATIONS OF CLIENTS. Clients have other sources of financial information and state that this is no agreement that Advisor will serve as Clients' sole basis for investment decisions. Further, Clients agree to carefully review all prospectuses and disclosure material that he/she may receive in connection with a securities transaction.
12. ADVISORY FEES. The compensation of Advisor for its services under this Agreement shall be calculated and paid in accordance with this Section. A quarterly investment advisory fee will be charged to the Clients' Accounts. The fees shall be computed and deducted at the beginning of each calendar quarter from Clients’ accounts in advance, based upon the value of the Accounts at the end of the preceding quarter. A prorated fee may be charged for any additions to the Accounts between fee payment dates. The fees set forth under this Section are only those to compensate St. Bernard Financial Services, Inc. for advisory services and are in addition to, and not a part of, any other costs associated with the acquisition or ownership of mutual fund shares or any other investment. All fees apply to the aggregate of all Accounts owned by Clients unless specifically excluded in writing. The fee schedule will be applied to the accounts’ valuation as of the end of each quarter preceding the one being billed. Fees will be calculated on a "Per Client" basis rather than a "Per Account" basis. On occasion, fees may be negotiated on accounts in accordance with Clients’ needs requiring more or less Advisor’s time, expense and expertise.