Letter Agreement Between Investment Adviser and Individual Investor
To: (Name of Investment Adviser)
(Address of Investment Adviser)
Under the terms of this letter, I hereby retain you, (Name of Investment Adviser)
(the Adviser), as Investment Adviser to manage and supervise the investment of those
assets of mine set forth in the Schedule A attached to this Agreement and incorporated
by this reference, including any additional assets delivered to the Custodian for
management and supervision, all proceeds of sale, reinvestments of assets, and all
income from them and additions or accretions to them (the Portfolio), in consideration
of the payment to the Adviser of a fee as provided for in Paragraph 6 below. This
Agreement will be effective as of (effective date).
1. Custodian Agreement.
Contemporaneously with this letter, I am entering into a Custodian Agreement
with (Name of Custodian), of (street address, city, state, zip code), (the Custodian). I
agree to forward and deliver to the Custodian the cash and securities set forth in the
above-described Schedule, and any assets that I later add to the Portfolio, to be held by
the Custodian and to be invested and reinvested by the Adviser under this Agreement.
2. Supervision and Management of Portfolio.
I hereby authorize the Adviser to manage the Portfolio, and to invest and reinvest
my assets in the Portfolio and take any action with respect to the Portfolio that the
Adviser determines in the Adviser's discretion as freely as I might do on my behalf. In
carrying out these responsibilities under the terms of this agreement, the Adviser agrees
to place all orders for the purchase and sale of securities included in the Portfolio.
I hereby agree that the Adviser has complete discretion in determining purchases
and sales of securities in the Portfolio without consultation with or ratification by me. I
also acknowledge and agree that any costs, indebtedness, losses, or other liabilities
sustained by the Portfolio while under the Adviser's investment management under this
agreement will be borne solely by me and by the Portfolio.
4. Choice of Broker-Dealer.
I agree that the Adviser has the right to choose the broker or dealer through
which each purchase or sale of securities for the Portfolio is made. The Adviser is
authorized to select brokers and dealers who provide brokerage and research services
which the Adviser believes to be of value, either to the Portfolio or generally to all the
accounts for which the Adviser provides investment advice. The Adviser is authorized to
cause the Portfolio to pay commissions on any transactions which the Adviser
determines in good faith to be reasonable in relation to the value of the brokerage and
research services, viewed in terms either of that particular transaction or the overall
responsibilities of the Adviser with respect to the accounts for which the Adviser
exercises investment discretion.
5. Portfolio Analysis.
As part of these services, the Adviser agrees to provide me with a quarterly
statement reflecting the status of the Portfolio and periodic reviews of the performance
of the Portfolio.
I hereby agree to pay the Adviser quarterly fees based on Schedule II attached
to this letter and incorporated by this reference. The fee for the first quarter during which
the Adviser renders investment advisory services under this Agreement will be paid at
the time of acceptance by the Adviser and will be based on the initial market value,
including cash, of the Portfolio, subject to the minimum fee provisions set forth below.
Subsequent quarterly fees will be based on the market value of the Portfolio on the last
day of each quarter, including the initial quarter, and will be paid to the Adviser in
advance on the first day of the following quarter. I agree that a minimum fee of
$___________ per quarter will be paid to the Adviser. All fees will be deducted
automatically from the income received on the Portfolio. If the income is insufficient to
pay the fees, the fees will be charged against principal in the Portfolio. I acknowledge
that I have granted the Custodian authority to pay the fees from the Custodial Accounts.
The Adviser can submit the Adviser's statements directly to the Custodian.
7. Other Clients.
I understand that the Adviser performs similar services for other clients and that
the Adviser will be supervising and managing Portfolios of others, including institutions,
and serving as investment Adviser for the Portfolio at the same time. At times
purchases and sales of the same securities will be recommended for the Portfolio and
for one or more of the other accounts, in which cases the purchase and sale
transactions will be allocated among the accounts, including the Portfolio, in a manner
that the Adviser believes to be equitable to each.
8. Securities Transactions by the Adviser.
I understand that the Adviser can purchase and sell securities for the Adviser's
own account. These securities can include the same securities that are purchased for
the Portfolio, provided that no purchase or sale will be made which will, in the judgment
of the Adviser, result in any detriment to the Portfolio. I consent to these purchases and
sales by Adviser.
9. Compliance with Law.
The Adviser agre