Investment Adviser Draft Form ADV

INVESTMENT ADVISER DRAFT FORM ADV

This Investment Adviser Draft Form ADV (the "Draft") is made effective as of by and between Investment Adviser: CRD Number: Principal Office: and Client: .

RECITALS

WHEREAS, Investment Adviser is engaged in the business of providing investment advisory services and preparing regulatory disclosure documents, including Form ADV Part 1 and Part 2 (the "Form ADV Documents"); and

WHEREAS, Client seeks to retain Investment Adviser to prepare and deliver a draft of the Form ADV Documents reflecting Client's operations, ownership, advisory personnel and compliance policies for Client's review and potential filing; and

WHEREAS, the parties wish to set forth their respective responsibilities, representations and limitations with respect to preparation, delivery and use of the Draft.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF SERVICES

1.1 Preparation. Investment Adviser shall prepare a draft of the Form ADV Documents, including a draft Part 1, a draft Part 2A brochure, and draft Part 2B brochure supplements where applicable (collectively, the "Draft Form ADV"), based upon information provided by Client and Adviser’s knowledge of Client's operations. The Draft Form ADV shall address the following items, as applicable: firm identification, ownership and control, advisory business, clients, fees and compensation, performance reporting practices, disciplinary history, conflicts of interest, and compliance procedures.

1.2 Delivery Schedule. Investment Adviser shall deliver the initial Draft Form ADV to Client no later than . Client shall provide comments within calendar days of receipt unless the parties otherwise agree in writing.

2. INFORMATION AND CLIENT COOPERATION

2.1 Required Information. Client shall promptly provide complete and accurate information reasonably necessary for preparation of the Draft Form ADV, which may include: corporate formation documents, ownership records, advisory agreements, fee schedules, descriptions of advisory programs, disciplinary and litigation history, and personnel information.

2.2 Certification of Accuracy. Client certifies that the information it furnishes to Investment Adviser for inclusion in the Draft Form ADV is true, correct and complete to the best of Client's knowledge and authorizes Investment Adviser to rely upon such information without independent verification.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1 Adviser Representations. Investment Adviser represents that it will prepare the Draft Form ADV in accordance with generally accepted industry practices and in good faith, and that personnel performing services under this Agreement possess the experience and qualifications reasonably necessary to perform the services.

3.2 Client Representations. Client represents and warrants that all information provided to Investment Adviser for the Draft is accurate and complete, that Client has disclosed all facts material to the Draft Form ADV, and that Client will notify Adviser promptly of any material changes in such information prior to filing.

4. CONFIDENTIALITY

4.1 Confidential Treatment. All nonpublic information provided by Client to Investment Adviser for purposes of preparing the Draft Form ADV shall be kept confidential and shall not be disclosed by Investment Adviser except (a) as required by law, (b) to its employees or subcontractors who have a need to know and who are bound by confidentiality obligations, or (c) with Client's prior written consent.

5. USE, FILING AND FINAL RESPONSIBILITY

5.1 Limited Use. The Draft Form ADV prepared by Investment Adviser is for Client's internal review and use only. Client acknowledges that the Draft may require Client adjustments, additional disclosures, or updates prior to any regulatory filing.

5.2 Filing Responsibility. Unless expressly agreed otherwise in writing, Client retains sole responsibility for the decision to file the Draft Form ADV and for the accuracy of any materials ultimately filed with regulatory authorities. Investment Adviser is not responsible for any filing omissions made by Client or for consequences of Client's filing decisions.

6. FEES AND EXPENSES

6.1 Advisory Fee. Client shall pay Investment Adviser a fee of for preparation of the initial Draft Form ADV. Additional revisions beyond the scope set forth in Section 1.2 shall be billed at per hour.

7. RECORDS AND RETENTION

7.1 Retention. Investment Adviser and Client shall retain copies of the Draft Form ADV, supporting documentation and correspondence in accordance with applicable recordkeeping obligations. Unless otherwise agreed, records shall be retained for a period of years.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1 Limitation of Liability. Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages arising from the preparation, delivery, review or use of the Draft Form ADV.

8.2 Indemnification. Client shall indemnify, defend and hold harmless Investment Adviser and its officers, employees and agents from and against any claims, liabilities, losses, damages or expenses (including reasonable attorneys' fees) arising out of Client's failure to provide accurate information or Client's filing or use of the Draft Form ADV.

9. NOTICES

9.1 Method. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may specify in writing.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of laws principles.

11. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

11.1 Entire Agreement. This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

11.2 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect.

11.3 Amendment and Waiver. This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver.

12. COUNTERPARTS; EXECUTION

12.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12.2 Authority. Each individual signing this Agreement represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of the party for which such individual signs.

13. ADDITIONAL INFORMATION FOR DRAFT CONTENT

The parties acknowledge that the Draft Form ADV will typically include, where applicable: a description of advisory services, types of clients, fee schedules, performance fee arrangements, disciplinary history, brokerage practices, custody arrangements, and investment adviser representative biographies. Client shall indicate below whether Part 2B brochure supplements are required for advisory personnel listed in the Draft.

Part 2B required: Yes

14. COMPLIANCE REPRESENTATION

Client represents that it has an established compliance program and will provide Investment Adviser with a copy of the compliance manual and any Form ADV amendments or disclosures previously filed that are relevant to the Draft. Client further warrants that it will promptly notify Adviser of any material regulatory developments affecting the Draft.

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