Investment Advisory Form ADV

Investment Advisory Agreement (Form ADV)

This Investment Advisory Agreement ("Agreement") is entered into by and between Advisor Name: and Client Name: . Effective Date: .

WHEREAS

WHEREAS, Advisor is duly registered or authorized to provide investment advisory services and represents that it has the requisite experience, personnel and resources to provide advisory services described herein;

WHEREAS, Client desires to retain Advisor to provide discretionary and/or nondiscretionary investment advisory services as set forth in this Agreement and the parties wish to set forth their respective rights and obligations;

WHEREAS, the parties intend that this Agreement memorialize disclosures, fee arrangements and other material terms customarily required of investment advisory relationships.

1. SCOPE OF SERVICES

Advisor shall provide investment advisory services to Client, which may include asset allocation, portfolio management, investment monitoring, investment advice and recommendations, and periodic reporting. Advisor's specific duties, restrictions and performance objectives for Client's account are described below.

2. ADVISOR REPRESENTATIONS AND CLIENT AUTHORIZATIONS

Advisor represents that it will perform services in a fiduciary capacity in accordance with applicable law and industry standards. Client authorizes Advisor to place orders and act on Client's behalf as set forth in this Agreement subject to the limitations expressly set forth in the scope of services.

3. FEES AND PAYMENT TERMS

Client shall pay Advisor fees for services as described below. Fees are earned when due and payable in accordance with the agreed schedule and are not contingent upon the performance of Client's accounts, except as expressly set forth below.

All fees are exclusive of transaction charges, brokerage commissions, custody fees, taxes and other third‑party expenses which shall be the responsibility of Client unless otherwise agreed in writing.

4. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided herein.

5. CONFIDENTIALITY

Each party acknowledges that, in the performance of its obligations, it may receive nonpublic, proprietary or confidential information of the other party ("Confidential Information"). Each party shall hold Confidential Information in confidence and shall not disclose it to any third party except (a) as required by law, regulation or legal process, (b) to the extent necessary to carry out the services under this Agreement, or (c) with the prior written consent of the disclosing party. The obligations in this section survive termination of this Agreement for three years.

6. CUSTODY, RECORDKEEPING AND REPORTING

Advisor does not assume custody of client assets unless expressly agreed in writing. Client understands that custody of assets will be maintained by a qualified custodian and that Advisor will provide periodic reports. Custodian Name:

7. CONFLICTS OF INTEREST AND DISCLOSURES

Advisor shall disclose to Client any material conflicts of interest that reasonably could be expected to impair the impartiality of Advisor's advice. The parties agree that Advisor may recommend products or services for which Advisor or its affiliates receive compensation, provided such relationships are disclosed.

8. LIMITATION OF LIABILITY; INDEMNIFICATION

Advisor shall not be liable to Client for losses resulting from Advisor's recommended investment strategies, except to the extent such losses are caused by Advisor's gross negligence, willful misconduct or material breach of this Agreement. Client shall indemnify and hold Advisor harmless from claims, liabilities and expenses arising out of Client's breach of this Agreement or Client's failure to provide accurate information.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any schedules or exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior discussions, proposals and agreements. No amendment shall be effective unless in writing and signed by both parties.

11. MISCELLANEOUS

Client represents and warrants that Client has full authority to enter into this Agreement and to grant the authorities herein. Advisor may engage qualified subcontractors or affiliates in performing services but shall remain responsible for their acts and omissions. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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