Please read and accept this agreement, and confirm at the bottom of the page.
1) 1. Management of Account(s). ”) hereby designate Calabazas Creek Advisors, LLC. (“CCA / we”) as investment adviser to the assets in your account(s) (the “Account(s)”) held at Interactive Brokers (the “Custodian”) with this Investment Advisory Agreement (“Agreement”). You hereby grant CCA full discretionary authority to invest and reinvest, in your name, at your risk on your behalf, the securities, property, cash and other investments held in the Account(s) at such time and in such manner, as we deem advisable. You agree to inform us in writing of any restrictions placed on the management of the Account(s) and of any changes in your general financial circumstances that are relevant to our management of the Account(s).
2. The Account. The “Account” shall consist of such cash, securities, assets and other investments that Client shall, from time to time, place under the supervision and management of CCA pursuant to this Agreement or that become part of the Account as a result of transactions therein or otherwise (collectively, the “Assets”). Client will determine which Assets will be transferred to or from the Account from time to time and shall provide CCA with prior written notice of any such additions to or withdrawals from the Account. Except as otherwise instructed, in writing, by Client, all dividends, interest or other income earned by the Account will be retained in the Account.
3. Custodial Arrangement. To carry out transactions in the Account(s), you hereby appoint us as your attorney-in-fact for the limited purpose of issuing instructions to the Custodian to purchase, sell and otherwise to trade in or deal with securities in the Account(s) and generally to discharge our duties under this Agreement. The Custodian will act as broker and qualified custodian of your assets. Nothing in this Agreement is intended or shall grant us any authority to obtain custody of any funds or securities in the Account(s). CCA shall not act as custodian for the assets in the Account and shall not be liable to Client for any act, conduct or omission by the Custodian. CCA is hereby authorized and empowered to issue instructions to the Custodian and to request information about the Account from the Custodian. CCA shall not have authority to cause the Custodian to deliver Assets or pay cash to CCA, other than with respect to CCA directly billing the Account for the fee payable to CCA under this Agreement.
4. Fees. For CCA’s services, Client will pay a management fee and/or, if applicable, a performance based fees, in arrears based on the market value of the Account in accordance with the Schedule of Fees set forth on Schedule A, unless otherwise agreed to in writing by both parties. Performance fees are only applicable for Qualified clients and will only be charged in accordance with the provisions of California Code of Regulations (“CCR”) Section 260.234. Advisory fees displayed in Schedule A is reasonable in light of the type of services provided combined with CCA’s experience and expertise (CCR Section 260.238(j)). CCA’s fees are in addition to any costs associated with the purchase, sale or holding of securities and other assets such as custody fees, interest, all applicable taxes, and other Account expenses including unforeseen and/or extraordinary expenses relating to the management and maintenance of the Account. The percentage fee will be prorated for any period less than a quarter year, but a fee shall be due for each such quarter during any part of which CCA is managing the Account. The fee will deducted directly from Client’s Account by the Custodian and automatically remitted to CCA. Each time each time fee is deducted from Client’s Account, Calabazas Creek Advisors concurrently will send invoices to both the Custodian and the Client itemizing the fee. It is Client’s responsibility to verify the accuracy of the fee calculation. In the event that this Agreement is terminated as of any time other than the end of a quarter, the Client is responsible for any fee accrued from the beginning of the quarter to the date of termination. The management fee payable by Client to CCA will be calculated by the Custodian and payable in arrears daily based upon the Account’s market value. The performance fees, if applicable, are computed based on the profit and loss in the account at the end of each calendar quarter, subject to a “high water mark” of previously billed performance. No fee will be charged if the accumulated profit since the previous high water mark, prorated for deposits and withdrawals, is negative. The custodian deducts performance fees ten (10) days after the close of the quarter. Lower fees for comparable services may be available from other sources.
5. Authority to Enter Into Agreements and Execute Documents. The authority granted to CCA pursuant to this Agreement shall include the authority to enter into agreements and execute any documents deemed by CCA to be required, appropriate or necessary to provide the investment advisory services described herein.
6. Reports to Client. CCA will send Client performance returns of the Account as soon as reasonably possible after the end of each quarterly period. Copies of confirmations of transactions executed and an inventory of investments will be sent promptly to Client by the Custodian. CCA does not assume responsibility for the accuracy of information furnished by the Custodian or any other party.
7. Aggregation and Allocation. Client understands that CCA may aggregate purchase or sale orders for the Account with purchase or sale orders in a particular security for other clients’ accounts when such aggregation may result in a more favorable net result to all participating clients. However, CCA is under no obligation to so aggregate orders. Client further acknowledges that circumstances may arise under which CCA determines that, while it would be both desirable and suitable to aggregate client orders for a particular security or other investment, there is a limited supply or demand for the security or other investment. Under such circumstances, Client acknowledges that, while CCA will seek to allocate such investment opportunities equitably over time, CCA will not be required to assure equality of treatment among all of its clients with respect to any particular opportunity transacted nor to assure that each such opportunity will be proportionally allocated among participating clients. Where, because of prevailing market conditions, it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Account, CCA may average the various prices obtained in an aggregated order and charge or credit all of the participating accounts with the average price at which the orders were filled for all such participating client accounts on each applicable day.
8. Confidential Relationship. All information and advice furnished by either party to the other shall be treated as confidential and shall not be disclosed to third parties except as required by law. For purposes of this Section 9 and subject to any applicable law, rule or regulation, principals and affiliates of CCA shall not be considered third parties. Additionally, you hereby authorize CCA to share information about the Account with your spouse. You can revoke this authorization by written notice to CCA.
9. Financial Planning Conflict of Interest Statement. CCA does not provide financial planning services nor engage the sale of securities, insurance, real estate or other products or services. Thus, no financial planning conflict of interest statement has been filed with California Commissioner of Business Oversight in pursuant to CCR Section 260.235.2.
10. Proxy Voting. Unless the client designates otherwise by providing the Firm with sufficient advanced notice, CCA votes proxies for securities over which it maintains discretionary authority. In voting proxies, CCA seek to both maximize the long-term value of Clients' assets and to cast votes that we believe to be fair and in the best interest of our Client.
11. Liability. CCA shall not be subject to liability for: (i) any act or omission in the course of, or connected with, CCA’s performance of this Agreement, in the absence of willful misfeasance, bad faith or gross negligence on the part of CCA, or reckless disregard by CCA of its obligations and duties under this Agreement; (ii) any loss arising from the CCA’s adherence to instructions provided by Client or CCA’s compliance with Client’s investment objectives, as amended from time to time; or (iii) any act or failure to act by the Custodian, or by any other third party. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which Client may have under any federal or state securities law. All actions taken by CCA hereunder, either before or after the death or incapacity of the undersigned, but before receipt by CCA of information of such death or incapacity, shall be binding upon Client and Client’s legal representatives who shall hold CCA harmless hereunder from all liability arising from such action so taken.
12. Disclaimers and Limitations. Client’s investments are subject to risks associated with investing in securities, including various market, currency, economic, political and business risks. CCA does not guarantee the performance of Client’s investments or guarantee that CCA’s investment advice or strategies will be successful.
13. Termination. Subject to Section 23 hereto, this Agreement may be terminated at any time by either party upon thirty (30) days’ written notice to the other party. In the event of termination of this Agreement, CCA shall have no obligation whatsoever to recommend any action with respect to or to liquidate the assets in the Account. CCA retains the right, however, to complete any transactions open as of the termination date, to retain amounts in the Account to effect their completion and the payment of any fees owed to CCA in connection with its services provided hereunder, which fees will be prorated to the date of termination.
14. Disclosure. Client acknowledges that he/she has received prior to, or contemporaneously with, entering into this Agreement the Part 2 of the CCA’s current Form ADV (“Brochure”). Client further acknowledges that he/she has carefully reviewed this Agreement and any applicable Disclosure Documents or other documents provided in connection herewith and has had the opportunity to discuss such materials with representatives of CCA prior to execution of this Agreement.
15. Amendment and Waiver. CCA may amend this Agreement at any time provided CCA notifies Client in writing thirty (30) days in advance. CCA may presume Client has consented to any amendment if it has not received any written objection thereto from Client at the end of the thirty (30) day period. In the event Client, during such thirty (30) day period, notifies CCA of its objection to any such amendment or of its election to terminate this Agreement, such amendment shall not be given effect. The failure to insist on strict compliance with this Agreement will not constitute a waiver of rights under the Agreement.
16. Assignment/Change of Ownership. We may not assign this Agreement without your written consent. We will notify you of any material change to the ownership of CCA within a reasonable time after such change.
17. Entire Agreement. This Agreement constitutes the entire Agreement of the parties with respect to management of the Account and supersedes all prior agreements, negotiation, representations and proposals, whether written or oral.
18. Miscellaneous. This Agreement shall be governed and construed in accordance with the laws of California. You consent to receive via e-mail or other electronic delivery method all communications, documents, and notifications from us and will immediately notify us of any changes to your e-mail address.
