Program Agreement as of April 24, 2017
AGREEMENT between the undersigned individual(s) (hereinafter referred to as the CLIENT), and Ramsey & Associates, Inc., a registered investment adviser, whose principal mailing address is at 1730 N. Northlake Way, Suite 3301, Seattle, WA 98103 (hereinafter referred to as the ADVISER), which Agreement shall be effective upon the ADVISER's electronic acknowledgment to the CLIENT.
1. Scope of Engagement.
(a) The CLIENT hereby appoints the ADVISER as an Investment Adviser to perform the services hereinafter described, and the ADVISER accepts such appointment. The ADVISER shall be responsible for the investment and reinvestment of those assets designated by the CLIENT to be subject to the ADVISER's management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the Assets or Account);
(b) The CLIENT delegates to the ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints the ADVISER as the CLIENT's attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in the CLIENT's name for the Account;
(c) Specifically, the ADVISER is authorized, without prior consultation with the CLIENT, to allocate the Assets per one of the ADVISER's model portfolios chosen by the CLIENT in accordance with the ADVISER's internet based investment management program (the Program) described at www.RamseyInvesting.com (the Site), and to give instructions in furtherance of such authority to the custodian of the Assets;
(d) The ADVISER shall allocate the Assets in accordance with the CLIENT's designated investment objective in accordance with the Risk Tolerance Questionnaire. Upon review thereof, the ADVISER shall allocate the Assets into the model portfolio (the Portfolio) corresponding to the CLIENT's designated investment objective as determined from the Risk Tolerance Questionnaire. Thereafter, the ADVISER shall rebalance the Assets within the Portfolio on a periodic basis to maintain the designated Asset allocation. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets.
(e) It remains the CLIENT's exclusive responsibility to notify the ADVISER of any changes in his/her investment objectives and/or financial situation. The CLIENT acknowledges that the ADVISER cannot adequately perform its services for the CLIENT unless the CLIENT diligently performs his/her responsibilities under this Agreement. The ADVISER shall not be required to verify any information obtained from the CLIENT and is expressly authorized to rely thereon;
(f) The CLIENT acknowledges and agrees that all information and documentation pertaining to the Program, including Portfolio descriptions, Risk Tolerance Questionnaire, the ADVISER's written disclosure statement and Privacy Notice, and Account reports prepared by the ADVISER shall be exclusively described and included on the Site and/or email, and all other communications (except for above referenced initial telephone consultations and the 12 month annual telephonic review discussed above, termination, and notice of death or disability) between the ADVISER and the CLIENT shall be made electronically via the Site and/or email; and
(g) The CLIENT acknowledges and understands that the service to be provided by the ADVISER under this Agreement is limited to the management of the Assets under the Program and does not include financial planning, tax planning, insurance planning, estate planning, or any other related or unrelated consulting services.
2. Adviser Compensation.
(a) The ADVISER's annual fee for investment management services provided under the Program shall be based upon a percentage (%) of the market value of the Assets under management in accordance with the following fee schedule:
(b) The CLIENT authorizes the Custodian of the Assets to charge the Account for the amount of the ADVISER's fee and to remit such fee to the ADVISER in accordance with required regulatory procedures;
(c) In addition to the ADVISER's annual investment management fee, the CLIENT shall also incur, relative to all securities purchases, charges imposed directly at the fund level (e.g. fund management fees and other fund expenses); and
(d) No portion of Adviser Compensation shall be based on capital gains or capital appreciation of the Assets except as provided for under the Investment Advisers Act of 1940.
3. Custodian. The Assets shall be held by an independent custodian (Charles Schwab & Co., Inc.) not the ADVISER. The ADVISER is authorized to give instructions to the custodian with respect to all investment decisions regarding the Assets and the custodian is hereby authorized and directed to effect transactions, deliver securities, and otherwise take such actions as the ADVISER shall direct in connection with the performance of the ADVISER's obligations in respect of the Assets.
4. Account Transactions.
(a) The CLIENT recognizes and agrees that in order for the ADVISER to discharge its responsibilities, the ADVISER may effect securities transactions for the Account;
(b) Transaction fees may be charged for effecting securities transactions;
(c) In return for effecting securities brokerage transactions through certain broker-dealers, the ADVISER may receive from those broker-dealers certain investment research products and/or services which assist the ADVISER in its investment decision making process for the CLIENT, all of which transactions shall be in compliance with Section 28(e) of the Securities Exchange Act of 1934; and
(d) The transaction fees charged to the Account for securities brokerage transactions are exclusive of, and in addition to, Adviser Compensation as defined in paragraph 2 hereof.
5. Risk Acknowledgment. The ADVISER does not guarantee the future performance of the Account or any specific level of performance, the success of any investment recommendation or strategy that the ADVISER may take or recommend for the Account, or the success of the ADVISER's overall management of the Account. The CLIENT understands that investment recommendations for the Account by the ADVISER are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable.
6. Directions to the Adviser. All directions, instructions and/or notices from the CLIENT to the ADVISER shall be in writing (email notice will suffice), including notification of a change in the CLIENT's investment objective(s). The ADVISER shall be fully protected in relying upon any direction, notice, or instruction until it has been duly advised in writing of changes therein.
7. Adviser Liability. The ADVISER, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT's total assets, the ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER's investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT.
The CLIENT further acknowledges and agrees that the ADVISER shall not bear any responsibility whatsoever for any adverse financial consequences occurring during the Account transition process (i.e., the transfer of the Assets from the CLIENT's predecessor advisors/custodians to the Accounts to be managed by the ADVISER) resulting from: (1) securities purchased by the CLIENT's predecessor advisor(s); (2) the sale by the ADVISER of securities purchased by the CLIENT's predecessor advisor(s) subsequent to completion of the Account transition process; and (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian.
The CLIENT acknowledges that investments have varying degrees of financial risk, and that the ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENT's investment objectives.
The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws.
8. Proxies. The ADVISER does not vote proxies. The CLIENT shall be responsible for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the CLIENT shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the Assets. The CLIENT and/or the ADVISER shall correspondingly instruct each custodian of the assets to forward to the CLIENT copies of all proxies and shareholder communications relating to the Assets.
9. Reports. The ADVISER (via the Site) and/or Account custodian shall provide the CLIENT with periodic reports for the Account.
10. Termination. This Agreement will continue in effect until terminated by either party by written notice to the other (electronic mail will suffice), which written notice must be signed by the terminating party. Termination of this Agreement will not affect (i) the validity of any action previously taken by the ADVISER under this Agreement; (ii) liabilities or obligations of the parties from transactions initiated before termination of this Agreement; or (iii) the CLIENT's obligation to pay advisory fees (prorated through the date of termination). Upon the termination of this Agreement, the ADVISER will have no obligation to recommend or take any action with regard to the securities, cash or other investments in the Account.
11. Assignment. This Agreement may not be assigned (within the meaning of the Investment Advisers Act of 1940) by either the CLIENT or the ADVISER without the prior consent of the other party. The CLIENT acknowledges and agrees that transactions that do not result in a change of actual control or management of the ADVISER shall not be considered an assignment pursuant to Rule 202(a)(1)-1 under the Investment Advisers Act of 1940. Should there be a change in control of the ADVISER resulting in an assignment of this Agreement (as that term is defined under the Investment Advisers Act of 1940), the successor adviser will notify the CLIENT and will continue to provide the services previously provided to the CLIENT by the ADVISER. If the CLIENT continues to accept such services provided by the successor without written objection during the 60 day period subsequent to receipt of the written notice from the successor, the successor will assume that the client has consented to the assignment and the successor will become the adviser to the client under the terms and conditions of this Agreement.
12. Non-Exclusive Management. The ADVISER, its officers, employees, and agents, may have or take the same or similar positions in specific investments for their own accounts, or for the accounts of other clients, as the ADVISER does for the Assets. The CLIENT expressly acknowledges and understands that the ADVISER shall be free to render investment advice to others and that the ADVISER does not make its investment management services available exclusively to the CLIENT. Nothing in this Agreement shall impose upon the ADVISER any obligation to purchase or sell, or to recommend for purchase or sale, for the Account any security which the ADVISER, its principals, affiliates or employees, may purchase or sell for their own accounts or for the account of any other client, if in the reasonable opinion of the ADVISER such investment would be unsuitable for the Account or if the ADVISER determines in the best interest of the Account it would be impractical or undesirable.
13. Death or Disability. The death, disability or incompetency of the CLIENT will not terminate or change the terms of this Agreement. However, the CLIENT's executor, guardian, attorney-in-fact or other authorized representative may terminate this Agreement by giving written notice (email notice will not suffice), to the ADVISER. The CLIENT recognizes that the custodian may not permit any further Account transactions until such time as any documentation required is provided by the custodian.
14. Arbitration. Subject to the conditions and exceptions noted below, and to the extent not inconsistent with applicable law, in the event of any dispute pertaining to the ADVISER's services under this Agreement cannot be resolved by mediation, both the ADVISER and the CLIENT agree to submit the dispute to arbitration in accordance with the auspices and rules of the American Arbitration Association (AAA), provided that the AAA accepts jurisdiction. The ADVISER and the CLIENT understand that such arbitration shall be final and binding, and that by agreeing to arbitration, both the ADVISER and the CLIENT are waiving their respective rights to seek remedies in court, including the right to a jury trial. The CLIENT acknowledges that the CLIENT has had a reasonable opportunity to review and consider this arbitration provision prior to the execution of this Agreement. The CLIENT acknowledges and agrees that in the specific event of non-payment of any portion of Adviser Compensation pursuant to paragraph 2 of this Agreement, the ADVISER, in addition to the aforementioned arbitration remedy, shall be free to pursue all other legal remedies available to it under law, and shall be entitled to reimbursement of reasonable attorneys fees and other costs of collection.
15. Written Disclosure Statement or Part 2A. The CLIENT hereby acknowledges prior receipt of a copy of the Written Disclosure Statement of the ADVISER the same as set forth in Part 2A of Form ADV (Uniform Application for Investment Adviser Registration). The CLIENT further acknowledges that the CLIENT has had a reasonable opportunity to review said Written Disclosure Statement, and to discuss the contents of same with professionals of his choosing, prior to the execution of this Agreement.
16. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.
17. Client Conflicts. If this Agreement is between the ADVISER and related clients (i.e. husband and wife, life partners, etc.), the ADVISER's services shall be based upon the joint goals communicated to the ADVISER. The ADVISER shall be permitted to rely upon instructions from either party with respect to disposition of the Assets, unless and until such reliance is revoked in writing (electronic mail will suffice) to the ADVISER. The ADVISER shall not be responsible for any claims or damages resulting from such reliance or from any change in the status of the relationship between the clients.
18. Additional Acknowledgements. The CLIENT hereby acknowledges the following:
(a) The CLIENT understands that, because the tax consequences of any investment transaction may depend on the CLIENT's own circumstances, which may not be fully known to the ADVISER, as well as upon the income tax laws and regulations which are subject to interpretation and change (in some cases retroactively), the ADVISER recommends that the CLIENT consult a lawyer/tax advisor with respect to the income, capital gains, estate, and gift tax consequences applicable to the CLIENT and any investment recommended by the ADVISER;
(b) The ADVISER is not responsible for the acts, omissions or insolvency of any other agent, broker or independent contractor;
(c) The ADVISER is not licensed to offer and sell life insurance or annuity products, and is therefore not authorized and does not offer to effect such transactions on behalf of the CLIENT for any commission or fee;
(d) The ADVISER does not claim to be able to accurately predict the future investment performance of any individual security or of any asset class. The CLIENT acknowledges that the ADVISER makes judgmental evaluations before recommending specific investment opportunities to the CLIENT. In making judgmental evaluations, the ADVISER agrees to use its best efforts to review sources of information that it has found to be valuable, accurate and reliable. The CLIENT acknowledges that the ADVISER cannot and does not survey all sources of publicly available information. The CLIENT acknowledges that the Securities and Exchange Commission restricts the ADVISER's use and communication of material nonpublic information;
(e) The CLIENT understands that the ADVISER does not warrant that a particular level of investment performance will be achieved as a result of recommendations made by the ADVISER. The CLIENT understands that all investments possess one or more inherent risks, such as business risk, financial risk, market risk, interest rate risk and purchasing power risk, and these risks may be significant. The ADVISER's investment recommendations will be based in part on past historic performance which may not be necessarily indicative of future performance nor guarantee future results; and
(f) The ADVISER does not furnish professional, actuarial, accounting, tax or legal advice or services. The ADVISER is not a law firm, does not practice law, and cannot and does not furnish legal or tax opinions. The ADVISER is not an accounting firm, does not practice accounting or auditing, and cannot and does not prepare tax returns nor audited financial statements. The ADVISER is not an actuarial firm, does not provide actuarial advice, and cannot and does not administer retirement plans.
19. Privacy Notice. The CLIENT acknowledges prior receipt of the ADVISER's Privacy Notice.
20. Entire Agreement. This Agreement supersedes and replaces, in its entirety, all previous investment advisory agreement(s) between the parties, if any.
21. Amendments. The ADVISER may amend this Agreement upon written notification to the CLIENT. Unless the CLIENT notifies the ADVISER to the contrary, in writing, the amendment shall become effective thirty (30) days from the date of the electronic mailing thereof.
22. Applicable Law/Venue. To the extent not inconsistent with applicable law, this Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In addition, to the extent not inconsistent with applicable law, the venue (i.e. location) for the resolution of any dispute or controversy between the ADVISER and the CLIENT shall be the County of King, State of Washington.
23. Electronic Delivery. The CLIENT authorizes the ADVISER to deliver, and the CLIENT agrees to accept, all required regulatory notices and disclosures via electronic mail and/or via the ADVISER's internet website, as well as all other correspondence from the ADVISER. The ADVISER shall have completed all delivery requirements upon the forwarding of such document, disclosure, notice and/or correspondence to the CLIENT's last provided email address (or upon advising the CLIENT via email that such document is available on the ADVISER's website).
24. Authority. The CLIENT acknowledges that he/she/they/it has (have) all requisite legal authority to execute this Agreement, and that there are no encumbrances on the Assets. The CLIENT correspondingly agrees to immediately notify the ADVISER, in writing (electronic mail will suffice), in the event that either of these representations should change.
IN WITNESS WHEREOF, the CLIENT and the ADVISER have agreed to enter into an agreement based upon the terms and conditions set forth above.
Please remember that it remains your responsibility to contact RamseyInvesting.com, presented by Ramsey & Associates, Inc., if there are any changes in your personal/financial situation or investment objectives for the purpose of reviewing/evaluating/revising our previous recommendations and/or services. Please also advise us if you would like to impose, add, or to modify any reasonable restrictions to our investment advisory services.