This is an agreement between a client and a fund manager whereby the client engages the services of the fund manager for the purposes of making investment decisions on the client’s behalf. The agreement includes the services to be provided, the fees, and sets out the powers, duties and obligations of the fund manager. It contains numerous standard provisions as well as opportunities for customization to address the specific needs of the parties. This document is ideal for any individual or entity that wants to hire a qualified fund manager to make investment decisions on their behalf.
This is an agreement between a client and a fund manager whereby the client engages the services of the fund manager for the purposes of making investment decisions on the client’s behalf. The agreement includes the services to be provided, the fees, and sets out the powers, duties and obligations of the fund manager. It contains numerous standard provisions as well as opportunities for customization to address the specific needs of the parties. This document is ideal for any individual or entity that wants to hire a qualified fund manager to make investment decisions on their behalf. FUND MANAGER AGREEMENT THIS FUND MANAGER AGREEMENT (the “Agreement”), made this ____ day of __________, 2________ (the “Effective Date”) by and between _______________ (the “Client”) and ________________ (the “Fund Manager”). WHEREAS the Fund Manager provides investment and management advice to its Clients in respect of the Client’s Funds and manages all affairs and activities of the Client’s Fund. AND WHEREAS the Client is desirous of appointing and retaining the services of the Fund Manager for the management of the affairs of the Client’s Fund. NOW THEREOF IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. APPOINTMENT OF FUND MANAGER A. The Client hereby appoints the Fund Manager to provide services for and in respect of the Client’s Funds in accordance with the provisions of this Agreement. B. The Fund Manager shall have absolute and unfettered discretion and authority to manage, invest and reinvest the Client’s Funds. 2. SERVICES OF FUND MANAGER A. The Fund Manager shall provide services which shall include investment management, the responsibility of managing and renewing the Fund, the buying and selling of securities and such other actions so as to ensure that all benefits accrue to the Client’s Fund and to make the day to day decisions in respect of the Fund in accordance with this Agreement. B. The Fund Manager shall at its absolute discretion manage the Fund of the Client. C. Any and all actions taken by the Fund Manager under the terms and conditions of this Agreement shall be performed in accordance with the investment objections and restrictions of the Fund. D. Any and all transactions in investments made, done or performed by the Fund Manager shall be subject to the constitutions, by-laws, rules, regulations, customs, usages, rulings and interpretations of the relevant exchange or other markets where the transactions are executed, to the codes and to all other applicable laws, including the regulations of any governmental agency. 3. FEES A. The Client will pay to the Fund Manager a Management Fee of _______________ ($_________) Dollars (the “Management Fee”). B. The Client will pay all of his/her/its own expenses, including but not limited to, any governmental fees, interest charges, taxes fees and expenses of the Client’s independent auditors and legal counsel, brokerage and other expenses connected with the Fund, any insurance premiums, fees and expenses and any fees associated with maintaining books and records. C. The Client will pay the Management Fee to the Fund Manager for services rendered and the Client authorizes the Fund Manager to debit the Client’s account for all of the costs, expenses and charges referred to in Section 3(B) for the services rendered by the Fund Manager or the fees incurred by any third party in connection with the Client’s Fund. D. In the event the Client fails to pay the Management Fee due and payable to the Fund Manager, the Fund Manager is hereby authorized by the Client to sell any securities forming part of the Client’s Fund at its sole and absolute discretion and shall debit the Client’s account for any outstanding fees or charges. 4. POWERS, DUTIES AND OBLIGATIONS OF FUND MANAGER A. The Client hereby authorizes the Fund Manager to do all acts and things in its sole and absolute discretion on behalf of the Client which may be required to manage the Client’s Fund B. The Fund Manager shall provide monthly reports to the Client of the details and transactions in respect of the Client’s Fund. C. The Fund Manager will maintain all books and records relating to transactions which have taken place in respect of the Client’s Fund and shall at all times comply with the applicable regulations and guidelines. D. The Fund Manager may enter into any contract with any corporation or any other organization for the purposes of securing any insurance coverage for the benefit of the Client in respect to the Fund. E. The Fund Manager shall have the authority to open any bank accounts on behalf of the Client which may be required for the Fund and to operate same on behalf of the Client. F. The Fund Manager shall have the authority to perform and do all things necessary for the purpose of managing the Client’s Fund. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 G. The Fund Manager shall not at any time or times receive any direct or indirect benefit out of the Client’s Fund. H. The Fund Manager shall take all steps from time to time as may be necessary to fulfill the terms and conditions of this Agreement without any limitation. 5. FUND INVESTMENT GUIDELINES A. The Fund Manager shall have the sole and absolute discretion to invest the Client’s Fund in such securities, capital and money market instruments or in fixed income securities of any kind including: i. equity and equity related securities; ii. debentures; iii. government and trustee securities; iv. mutual funds; v. tradable and other warrants; vi. private equity proposals; and vii. any other eligible type of investment. B. The powers granted herein and exercised by the Fund Manager shall be binding and final on the Client and the Client shall be deemed to have approved and ratified any such investment or investments made by the Fund Manager from time to time. C. The Fund Manager shall observe a high standard of integrity and fair dealing in all transactions involving the Client’s Fund. D. The Fund Manager shall maintain appropriate records for every transaction undertaken in respect of the Client’s Fund and the records shall indicate the data, facts and opinion leading to the decision of the Fund Manager to conduct the transaction. E. The Fund Manager may, from time to time purchase or sell securities among its clients at the prevailing market price and shall ensure that any transaction of purchase or sale will be at the prevailing market price. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 6. GENERAL PROVISIONS A. Any notice or other communication under or for the purposes of this Agreement shall be given or made in writing, marked Private and Confidential, and shall be served personally or by courier or mailed by prepaid registered mail: i. in the case of the Client, to: _____________________________ _____________________________ Fax: (___)____________________ ii. in the case of the Fund Manager, to: _____________________________ _____________________________ Fax: (___)____________________ or to such other address as the parties shall have last notified in the manner provided herein. The date of receipt of any such notice or other communication shall be deemed to be the date of delivery of such notice or other communication if served personally or by courier (provided, however, that no notice or other communication shall be delivered by courier to a residential address), or if mailed as aforesaid, the fourth day of business following the date of mailing, provided that no day on which there is an interruption of postal service which would affect such mailing shall be a day for determining whether effective notice has been given. B. This Agreement shall enure to the benefit of, and be binding on, the parties hereto and their respective successors and permitted assigns. No party to this Agreement may assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its respective rights or obligations under this Agreement without the prior written consent of the other party. C. Failure on the part of either party to insist upon strict compliance by the other with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 D. The invalidity or unenforceability of any provision hereof, or of the application of any provision hereof to any circumstances, shall in no way affect the validity or enforceability of any other provision, or the application of such provision to any other circumstances. E. This instrument contains the entire agreement between the parties relating to the subject matter hereof. F. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the Client and the Fund Manager. G. Should any provision or provisions of this Agreement and/or its conditions be illegal or not enforceable, it or they shall be considered separate and severable from this Agreement and its remaining provisions and conditions shall remain in force and be binding upon the parties hereto as though they said provision or provisions or conditions had never been included. H. This Agreement shall be governed in accordance with the laws of the State of ___________. IN WITNESS WHEREOF the Parties have executed this Agreement on the day and year first written above. _______________________________ ________________________________ Witness: Client (FUND MANAGER) Per: _______________________________ Name: Title: I have authority to bind the Company. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6
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