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Account Name: __________________________________________________ Registration Type: __________________________________________________ Investment Amount: __________________________________________________
Lindner Capital Advisors, Inc. ("LCA", "we", "our", or "us") a Georgia corporation and investment advisor registered with the United States Securities and Exchange Commission pursuant to the provisions of the Investment Advisors Act of 1940, agrees to manage investments for the above referenced account ("you") on the following terms:
1. Appointment
You appoint us to manage assets for you effective when all parties have executed this Agreement. The assets to be managed will be held in custody by the qualified Custodian indicated in the Client Authorization & Acceptance Section of this Agreement.
2. Services
You grant us authority to manage this account on a discretionary basis. We will make all the decisions to buy, sell or hold securities, cash or other investments for your account. You grant us limited power and authority to carry out these decisions by giving instructions, on your behalf, to the Custodian or broker/dealer for your account. You authorize us to provide a copy of this Agreement to the Custodian or broker/dealer through which transactions for your account are to be effected as evidence of our authority under this Agreement.
Your investment objectives are indicated in the Client Authorization & Acceptance Section of this Agreement. You will advise us in writing if you want to amend your investment objectives in a way that would affect the way we manage your account.
3. Account Transactions
We will arrange for trades to be placed through the Custodian identified in the Client Authorization & Acceptance Section. We will seek competitive transaction rates that have been negotiated through the Custodian of your choice but may be higher than other custodians used by LCA.
4. Custody of Assets
The qualified Custodian you have selected and named in the Client Authorization & Acceptance Section of this Agreement, will hold your account assets. You give us authority to instruct the Custodian, on your behalf, to purchase, sell, redeem or exchange any security, cash or other investments for your account. The Custodian will send all
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transaction confirmations and monthly statements to you and provide us with electronic copies of those statements.
5. Cancellation
You will have five (5) business days to rescind the contract during which time you will be entitled to a full refund of fees. You have the right to cancel this Agreement or liquidate your account at any time by notifying us in writing. We may cancel this Agreement at any time by providing written notice to you. Our authority under this Agreement will remain in effect until either party changes or cancels it in writing. Upon termination, you are responsible for monitoring the securities in your account, and LCA as investment adviser will have no further obligation to act or advise you with respect to those assets. Any unearned portion of advisory fees paid in advance is refunded upon termination.
6. Reports
We will provide you with quarterly statements showing the assets in your account, opening and closing balances, current market value, and performance including your total management fee. Off cycle performance reports, transaction reports and other informational reports are available on request and may not include your management fees. It is your responsibility to review your statement for any errors or omissions. You must reconcile your LCA Performance Statement with the statement from your Custodian and report to us immediately if you notice any discrepancies.
7. Fees
A. Management Fees
LCA will charge your account an investment management fee based on the value of your assets under management. In addition, the Investment Advisor Representative who referred your account to LCA will also charge a fee based on the value of your assets under management. Both fees are mutually agreed upon and are disclosed in the LCA Solicitor’s Disclosure & Fee Sharing Agreement, a document that accompanies this Investment Management Agreement. The investment management fee will be charged on all assets (securities, cash and cash equivalents), in the account unless otherwise agreed upon between parties.
The initial investment management fee will be pro-rated and based on the number of days your account is managed during the current calendar quarter. Additional investments greater than $50,000 or redemptions/withdrawals greater than $50,000 will have fees pro-rated based on the total amount of the transaction and the number of days in the calendar quarter that investment management services were provided by LCA. You will have five (5) business days to rescind this contract during which time you will be entitled to a full refund of fees paid.
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If you have more than one account with LCA, you may elect to have the fees charged to each individually managed account; charged to one account for multiple managed accounts. You may request that related accounts be combined in order meet fee break points and reduce the investment management fee charged. LCA reserves the right to adjust our fee schedule. In the event of any such adjustment, you will be provided with written notice sent to your address of record 30 days prior to the adjustment being instituted.
The Custodian will send you a quarterly statement showing all transactions and amounts deposited and/or paid from your account, including the LCA investment management fee. LCA will also provide you with a quarterly statement showing the performance, as well as the total investment management fee, the account value on which the fee was based and how the fee was calculated. You are responsible for verifying the fee computations and notifying LCA immediately upon discovery of a discrepancy.
B. Other Fees
Fees charged by LCA and the Investment Advisor Representative for investment management services are separate and distinct from any fees charged by mutual funds or exchange traded funds, which are disclosed in the fund’s prospectus. The Custodian may also charge fees, which may include, but are not limited to, ticket charges, account termination, wired funds, returned/cancelled check, and overnight express.
8. Account Values
The Custodian will value the securities in your account that are listed on a national securities exchange at the closing price, on the valuation date, of the principal exchange on which the securities are traded. The Custodian will value other securities or investments in your account in a manner that we believe, in good faith, reflects their fair market value.
9. Confidentiality
All information and advice furnished by either party to the other, including their respective agents and employers shall be treated as confidential. Such information shall not be disclosed to third parties except as you otherwise agree, is required by law, or is necessary to carry out designated powers granted by you. You will receive a copy of our Privacy Policy upon signing this Agreement and every year thereafter.
10. Other Services
We manage investments for other clients and may give them advice or take actions for them, for our own accounts or for accounts of persons related to us that are different from the advice we give to you or actions we take for you. We are not obligated to buy, sell or recommend for you any security or other investment that we may buy, sell or recommend for any other clients or for our own accounts.
Conflicts may arise in the allocation of investment opportunities among accounts that we advise. We will seek to allocate investment opportunities among such accounts equitably and consistent with the best interests of all accounts involved and in accordance with the firm's Allocation Policy.
Page 4 of 11 IMAST_12.14 11. Risk/Liability
We cannot guarantee the future performance of your account, promise any specific level of performance or promise that our investment decisions, strategies or overall management of your account will be successful.
The investment decisions we will make for you are subject to various market, currency, economic, political and business risks and will not necessarily be profitable. In managing your account, we will not consider any other securities, cash or other investments you own, outside of your account with us, unless you have provided written special instructions in the Client Authorization & Acceptance Section of this Agreement.
We will not be liable to you for any loss (i) that you may suffer as a result of our good faith decisions or actions where we exercise the degree of care, skill, prudence and diligence that a prudent person acting in a fiduciary capacity would use; (ii) caused by following your instructions; (iii) caused by the Custodian or any broker/dealer to which we direct transactions for your account; (iv) caused by any Solicitor or Solicitor’s Investment Advisor Representative; or (v) by any other person.
Except for gross negligence or willful malfeasance, LCA nor any of its respective directors, officers, employees, shareholders, controlling persons or affiliates shall be liable hereunder for any action performed or omitted to be performed or for any errors of judgment in managing the account. LCA and its respective directors, officers, employees, shareholders, controlling persons or affiliates shall each have no liability to any person for the acts and omissions of any third party. Client hereby agrees to indemnify and hold harmless LCA and its respective directors, officers, employees, shareholders, controlling persons or affiliates from all losses, claims, damages or liabilities incurred on account of or, arising out of any inaccuracy of the representations and warranties made by Client in this Agreement. The federal securities laws and certain state 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 that Client may have under any federal or state securities laws.
12. Legal Actions and Class Action Lawsuits
We will not advise you or act for you in any legal proceedings, including bankruptcies or class actions involving securities held in your account or the issuers of those securities. We will forward any information received by us regarding such legal actions pertaining to any securities held in your account.
13. Proxy Voting
We will not vote or advise you how to vote proxies for securities held in your account. The Custodian should promptly send you all proxies and related shareholder communications for the securities held in your account. We are expressly precluded from rendering any advice or taking any action with respect to the voting of proxies.
14. Terms of this Agreement
Page 5 of 11 IMAST_12.14 15. Your Authority to Hire Us
By signing this Agreement, you represent to us that you have the legal authority and capacity to hire us to manage the assets in your account.
16. Your Death or Disability
Your death, disability or incompetence will not automatically terminate or change the terms of this Agreement. However, your executor, guardian, attorney-in-fact or other authorized representative may cancel this Agreement by giving written notice to us.
17. Assignment
We may not assign this Agreement without your consent. You will be notified in writing of any changes in our corporate structure that would affect management control.
18. Governing Law
The laws of the State of Georgia will govern this Agreement. However, nothing in this Agreement will be construed contrary to the Advisers Act or any rule or order of the Securities and Exchange Commission under the Advisers Act.
19. Notices
You may send notices to us or we may send notices to you at the address of record. Duplicate notices may be forwarded to a third party address upon written request.
20. Dispute Resolutions A. Good-faith Negotiations
If any dispute arises under this Agreement with respect to a claim for losses that is not settled promptly in the ordinary course of business, the parties shall seek to resolve any such dispute between them, first, by negotiating promptly with each other in good faith in face-to-face negotiations. If the parties are unable to resolve such dispute between them within thirty (30) business days (or such period as the parties shall otherwise agree) through these face-to-face negotiations, then the parties shall seek to resolve any such dispute between them through non-binding mediation conducted in Marietta, Georgia within thirty (30) business days following the termination of the parties' face-to-face negotiations (or such period and place as the parties shall otherwise agree). If the parties are unable to resolve such dispute through mediation, the client may elect to have any such dispute resolved in the manner set forth in Section 20 (b) below.
B. Arbitration
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a proceeding hereunder unless at least 60 days prior thereto such party shall have given written notice to the other party of its intent to do so. In any award, the arbitrators shall assess the arbitration costs and expenses, including attorneys' fees of the parties, in a manner deemed equitable by the arbitrators, taking into account the arbitration decision.
21. Other
If any provision of this Agreement is or becomes inconsistent with any applicable law or rule, the provision will be deemed rescinded or modified to comply with such law or rule. In all other respects this Agreement will continue in full force and effect. No term of this Agreement may be waived or changed except in writing signed by both you and us. Failure to insist on strict compliance with this Agreement or with any of its terms or any continued conduct will not be considered a waiver by either you or us of our rights under the Agreement. This Agreement contains the entire understanding between you and us.
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Roles & Responsibilities
"LCA" will provide advisory services as defined below:
Serve as the platform manager and operate the technology on which the program assets exist
Make sub-advisors portfolios available to clients for investment selection
Provide sufficient asset classes with different expected return/volatility profiles so that the Client can prudently diversify their portfolio
Provide and monitor the Investment Portfolios
Monitor the performance of the investment products used in the LCA Model Portfolios
Complete due diligence on available sub-advisors
Rebalance the Client Portfolios upon discretion
Handle Trade Requests submitted to us by Investment Advisor Representative
Prepare, present, or provide access to appropriate reports to Client, or Investment Advisor Representative
"Sub-Advisor” will:
Manage the assets under their supervision in accordance with the guidelines and objectives outlined in their respective Service Agreements, Prospectus, or Trust Agreement
Exercise full investment discretion with regards to buying, managing, and selling assets held in the portfolios
"Relationship Manager, Advisor, Investment Advisor Representative" will:
Submit all required new account paperwork to LCA for approval
Prudently select investment options for the Client's consideration
Assist the Client in making an appropriate asset allocation decision based on the particular needs, objectives, and risk profile of the Client
Notify LCA of the Client's portfolio allocation selection
Notify LCA in writing of any changes in Client's financial profile and objective
Be available to meet as requested
Facilitate all clients' ongoing requests to LCA
"Client, Account Owner" will:
Provide Investment Advisor Representative and LCA with all relevant information on their financial condition, net worth, and risk tolerance
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Trade Requests
Your Investment Advisor Representative is responsible for submitting Trade Requests to LCA via email. LCA will not be held responsible for any delays in the trading process caused by missing information. LCA is available to execute trades between 9:30 a.m. and 4:00 p.m. EST however; trade requests received after 2:30 p.m. EST will be executed on a best efforts basis. There is no guarantee your trades will be executed if extenuating circumstances prevail. This includes complex requests that may require more than one day to complete.
Investment Advisor Representative is responsible for confirming the execution of all trade requests, reviewing the client's account next day to confirm execution and immediately notifying LCA of any errors or omission found in the client’s account. If LCA determines it is responsible for an identified error, LCA will be jointly liable up to 5 days, and Investment Advisor Representative is severally liable thereafter. Investment Advisor Representative does not have any of the aforementioned responsibilities on trades made by LCA on a discretionary basis.
Client Authorization & Acceptance
Executive Summary
Account Name:
Initial Investment Amount:
Type of Account/Registration:
Tax Status:
Investment Objective
Investment Time Horizon:
Approximate Investable Net Worth:
Approximate Total Net Worth:
Annual Income:
Income Needs from Account Assets:
Special Instructions:
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Statement of Investment Selection
Your portfolio strategy allocation is based on your specific risk tolerance, investment objectives, and time horizons. Below are the LCA portfolios you and your investment advisor have selected:
Custodian Amount
Portfolio Name 1:
Portfolio Name 2:
Portfolio Name 3:
Portfolio Name 4:
Portfolio Name 5:
Investment Management Agreement
Authorization and Acceptance
By your signature(s) below, you agree to the terms of this Agreement. Upon execution by all parties, a copy of this Agreement will be mailed to you.
You acknowledge that, at times, variations from model portfolios will be made on your behalf to accommodate your individual financial circumstances. Such variations may include the purchase, sale or holding of securities other than the securities in the model portfolios.
You acknowledge your acceptance of the Investment Advisory fees.
You acknowledge that you have received, read and understand: o LCA’s Form ADV Part 2A
o LCA’s Privacy Policy
Confirmation and Statement Preferences
By providing your email address you consent to receive Quarterly Performance Statements and certain communications by electronic delivery. Types of communications LCA may send on a varying basis can and may include our Form ADV Part 2A and any material changes, disclosures mandated by regulatory requirements, and Privacy Policy updates. Changes or updates to your client Agreement, and any information LCA may deem necessary will be attached to the back of the Quarterly Performance Statements regardless of delivery preferences.
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If no email address is provided then it will default to paper statements and communications by regular US Post Office mail to your address on record. Your delivery requirements will be applied across all accounts in your household. Therefore, if this is a new account, your choice of electronic delivery will be applied to all of your existing accounts. The email address you provide should be your own personal address and not that of your authorized agent or Investment Advisor Representative to ensure direct delivery to you as the account holder. The email address you provide in this application will replace any other existing email LCA has for you unless you state otherwise.
Adopted by the below signed Investor(s):
_______________________________ ___________________________ _____
Client Signature Print Name Date
_______________________________ ___________________________ _____ Joint Client Signature Print Name Date _______________________________ ___________________________ _____ Joint Client Signature Print Name Date _______________________________ ___________________________ _____ Joint Client Signature Print Name Date
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By your signature(s) below you hereby acknowledge reviewing the following documents with the Client:
LCA Form ADV Part 2A LCA Privacy Policy
_______________________________ ___________________________ _____ Investment Advisor Representative Print Name Date _______________________________ ___________________________ _____ Investment Advisor Representative Print Name Date _______________________________
BD/RIA/OSJ Firm (If Applicable)
_______________________________ ___________________________ _____ BD/RIA/OSJ Principal Signature Print Name Date
Accepted by:
_______________________________ ___________________________ _____ LCA Representative Signature Print Name Date
Rejected by:
_______________________________ ___________________________ _____ LCA Officer Signature Print Name Date
Reason for Rejection:
___________________________________________________________________ ___________________________________________________________________
