Recurring Payments

RELATIONSHIP AGREEMENT

Part I of II: Execution Section

Throughout this Agreement, “you,” “your” and “yours” refer to you as Client(s) of Harrison Lazarus Advisors, Inc. (“HLA”), a Registered Investment Adviser (“RIA”). “We,” “us,” “our” and “ours” refer to HLA, or to both your Personal Advisor and HLA collectively. “Your Personal Advisor” or “Advisor” refers to your individual Investment Adviser Representative (“IAR”) of HLA.

Signatures and Representation

HLA Authority. We represent that we are a RIA and that we are duly registered in all applicable jurisdictions concerning your portfolio(s), with full power and authority to conduct business as required by law and to perform the services set forth in this Agreement.

Client Authority. By completing the payment link below, you represent that you are aware that your portfolios are designed to be a long-term investment program and that withdrawing assets and/or frequent trading may impair the achievement of your long-term investment objectives. You are also representing that you are of legal age and acknowledge that you wish to enter into the relationship described in this Agreement below.

You acknowledge advanced receipt of Form ADV Part 2 or its equivalent of both us and LWI Financial Inc. (“Loring Ward”); to being informed that Form ADV Part 1 may be obtained from the web site http://www.adviserinfo.sec.gov; and are in advanced receipt of our and Loring Ward’s privacy policies. If you are opening a defined benefit, defined contribution, or other qualified plan account subject to the Employee Retirement Income Security Act of 1974 (“ERISA”), you also acknowledge advanced receipt of our and Loring Ward’s disclosure documents promulgated by Rule 408(b)(2) of ERISA.

The individuals accepting this Relationship Agreement (“Agreement”) acknowledge and agree to be bound by the terms, conditions, and covenants expressed in this Agreement effective when the initial payment is completed.

HLA’s $800 per month recurring fee is billed and paid monthly on the same day each month the initial payment is made.

PART II of II: OUR RELATIONSHIP

ADVISORY SERVICES
1. As your Advisor, we have obtained, or will obtain, personal, financial and suitability information from you, including your current financial condition, net worth, risk tolerance, goals, income, liquidity requirements, and investment time horizon. You understand that it is your responsibility to provide this information to us as fully and accurately as possible, and you agree to notify us promptly of any material changes to this information.
2. We will use this information to make recommendations we believe are designed to meet your needs and objectives. You acknowledge and understand that our analysis and recommendations are based on the information you provide, and you hold us harmless and indemnify us for any result or consequence stemming from your failure to provide us with accurate and complete information.
3. Our recommendations will include asset-class allocations for all or a portion of your investment portfolio as agreed to by you. The asset classes employed are expected to be distinct in their behavior and typically differ according to financial, geographic and capitalization attributes, historical risks, price volatility and/or rates of return for certain groups and types of investments.
4. We typically recommend institutional mutual funds from the following investment companies: DFA Investment Dimensions Group Inc. or Dimensional Investment Group Inc. (collectively, “DFA Funds”) and the SA Funds — Investment Trust (“SA Funds”). Where appropriate, we may also recommend investment in other mutual funds, exchange-traded funds and notes, individual stocks, bonds, commercial paper, municipal securities, U.S. government securities, variable annuities, certificates of deposit or other investments. We will review all of our investment recommendations with you, and you will have the opportunity to accept or reject any of them. You are under no obligation to accept or implement any recommendation we make.
5. You are not granting us discretionary authority over your assets by the terms of this Agreement. If you wish to grant such authority, you must grant it in a separate written agreement.
ADMINISTRATIVE SERVICES
1. We will classify the investments into asset classes. In determining these asset classes, we may rely on outside sources, such as standard industry codes and research furnished by independent service providers, but we will determine the asset classes at our sole discretion. You acknowledge that we obtain information from publicly available sources and that we do not have, nor do we claim to have, insider or private information. All recommendations we develop are based on our professional judgment, and we do not expressly or implicitly guarantee the results of any recommendation.
2. We outsource certain portfolio platform functions to LWI Financial Inc. (“Loring Ward”), a Registered Investment Adviser, to obtain the benefit of Loring Ward’s platform account processing, support services, and proprietary investment software designed to help us assess your financial condition, goals, risk tolerance, income, liquidity requirements and investment time horizon (the “Loring Ward Platform”). It provides us the tools to develop recommendations, classify the assets and determine the allocation to those classes.
3. Loring Ward will perform administrative and advisory services that include but are not limited to opening account(s) to hold your portfolio(s); processing deposits, withdrawals and transfers; constructing and maintaining your portfolio(s); executing trades at the custodian, rebalancing to approximate target portfolios, reporting performance and holdings; and maintaining a client website where you can access up-to-date information about your investments.
4. We will provide you with the documents to designate and establish a relationship with an approved Custodian at your discretion and will assist you in completing necessary paperwork. The Custodian will maintain custody of your assets, process and record transactions, credit interest and reinvest dividends, provide periodic account statements, handle tax reporting and provide other services customarily performed for securities brokerage accounts.
5. In addition to the periodic statements provided by the Custodian, Loring Ward will provide you with quarterly consolidated reports listing the assets in your portfolio(s) and showing the allocation and performance of your assets. We will provide you with access to our agreement with Loring Ward upon request. You authorize us to grant a limited power of attorney to Loring Ward to perform some or all of these functions to the extent permitted herein.
6. We will:
  1. provide you with a Form ADV Part 2 or its equivalent for both HLA and Loring Ward;
  2. provide you with the privacy policies of both HLA and Loring Ward;
  3. provide you with a disclosure document for both HLA and Loring Ward for all of your accounts subject to Rule 408(b)(2) of ERISA;
  4. notify Loring Ward promptly of any account-related changes conveyed by you to us; and
  5. notify you promptly if we change Registered Investment Adviser affiliation.
7. The cost of applicable Loring Ward services will be paid by us. The Loring Ward Platform fees and expenses paid by HLA are negotiable and may be changed at any time without notice. Loring Ward may rebate or reimburse us for educational, marketing, shareholder servicing, supervision or other similar fees and expenses. A copy of our Loring Ward Platform agreement is available to you and may be reviewed at any time upon request.
YOUR AUTHORIZATIONS AND LIMITED POWER OF ATTORNEY
1. You authorize us to communicate with Loring Ward and the Custodian, and you direct them to accept our verbal and/or written instructions in accordance with the terms of your written Investment Policy Statement. We will construct your portfolio, rebalance as necessary, and buy and sell securities in accordance with guidelines available upon request. We will instruct Loring Ward and/or the Custodian to withdraw cash, securities or other assets from your account(s) as approved by you. You agree that we do not need to obtain separate consent from you each time we issue such instructions, unless you require us to do so in writing.
2. You also authorize us to be your agent and attorney-in-fact to provide instructions with respect to your portfolio(s) and to take all actions necessary or incidental to the execution of these instructions including authorizing Loring Ward to be your attorney-in-fact to perform transactions contemplated by this agreement. The purchase and sale of approved investments to rebalance your portfolio(s) shall not be considered discretion.
3. You agree that we are not responsible under the terms of this Agreement for providing legal, tax or accounting advice; rendering legal, tax or accounting opinions and determinations; or preparing legal, tax or accounting documents.
4. Except for decisions regarding the purchase and/or sale of specific investments, all directions by you (i.e. notices, instructions, including directions relating to changes in your investment objectives) shall be in writing and shall be effective upon receipt by us. We shall be fully protected in relying upon any such direction, notice, or instruction until it has been duly advised in writing of changes therein.
5. If you are a natural person, your death, disability or incompetency will not terminate or change the terms of this Agreement. However, your executor, guardian, attorney-in-fact or other authorized representative may terminate this Agreement by giving written notice to us.
ADDITIONS, WITHDRAWALS, DIVIDENDS AND DISTRIBUTIONS
1. You may make additions to your portfolio(s) at any time and may withdraw assets upon notice to us. If a withdrawal requires us to liquidate securities, you understand that the proceeds may not be available for up to three days following the settlement date of the trades.
2. All dividends and distributions received in your portfolio(s) (except for Individual Retirement Accounts with Required Minimum Distributions) will remain and be reinvested in the portfolio unless you notify us otherwise. You understand that transactions in your portfolio(s), including purchases, sales, dividends and distributions, may cause tax liabilities, even if reinvested. We encourage you to discuss any tax implications of transactions with a tax advisor.
MARGIN ACCOUNTS
1. The Custodian may allow use of the assets in your portfolio as collateral for making loans to you, known as margining the account. If you elect to borrow funds from the Custodian on margin, we will disregard the loan for the purposes of managing the portfolio(s) and billing fees. Reallocation and performance reports will be computed using the gross value of the assets before deducting any outstanding loan balance. Fees will be computed on the gross value of your portfolio(s). This method may differ from that used by the Custodian for calculating account values. Margin interest and any other margin fees will be charged directly to your portfolio(s).
2. Margin borrowing is a leveraged transaction in which your obligations are secured by the investments in your portfolio(s). Leveraged transactions entail greater risk than non-leveraged transactions, and therefore create greater opportunities for both profit and loss. If the value of the securities held as collateral falls, you may be subject to margin calls, and/or the Custodian may liquidate your securities with little or no notice. For this reason, margin accounts are not available to Individual Retirement Accounts (“IRA”) or ERISA accounts (by federal law), and margining is generally not recommended.
CONFIDENTIALITY
We will protect the confidentiality of the information you provide us as outlined in our Privacy Notice and the Privacy Notices of other service providers referred to in this Agreement. None of your personally identifiable information will be disclosed to any non-related firm, person or entity without your prior consent, except that we may share information about your portfolio(s) with the Custodian and with any affiliated or unaffiliated service provider assisting with the execution of our instructions. We may also give a copy of this Agreement to Loring Ward and the Custodian as evidence of our authority to provide those instructions and their authority to carry them out; and we may disclose such information if required by law or pursuant to regulatory, governmental and/or U.S. Securities and Exchange Commission (“SEC”) requirements.
SERVICES TO OTHERS
You understand that we, the Custodian, and Loring Ward act as your investment advisor, custodian and advisor/administrator, respectively, to other fiduciaries and managed accounts. You agree that you have no objection to any of us acting in these capacities, provided that whenever funds are available, suitable investments appropriate for each of our clients will be allocated in a manner we believe to be equitable and consistent with the fiduciary obligation we have to you. You recognize that in some cases this may adversely affect the size of the position that each of our clients may obtain in a particular security. You further understand that our employees, our affiliates and third-party service providers will not devote their full time to servicing your portfolio(s). Nothing contained in this Agreement will be deemed to limit or restrict the right of any party to engage in and devote time and attention to other business or to render other services of whatever kind or nature.
RISKS OF INVESTMENT
1. You understand and accept that there are risks inherent in every investment and that these risks will vary from one security to another and from one asset class to another. When investing in equity securities, the risk of a decline in market value can be substantial. You agree to consider carefully whether an investment in equity securities is appropriate in light of your personal financial situation and risk tolerance before investing in those securities, and you acknowledge that you alone will bear the risks of the investment program.
POTENTIAL CONFLICTS OF INTEREST
1. We or our officers, employees, and agents, may have or take the same or similar positions in specific investments for our own Accounts, or for the Accounts of other clients, as the Advisor does for the Assets. You expressly acknowledge and understand that we shall be free to render investment advice to others and that we do not make its investment management services available exclusively to you. Nothing in this agreement shall put us under any obligation to purchase or sell, or to recommend for purchase or sale for the account, any securities which we, our employees, affiliates, representatives, or agents, may purchase or sell for our own account or for the account of any other client, unless in our determination, such investment would be in the best interest of the account.
2. Any investment program may give rise to potential conflicts of interest, some of which are described below. Additional information about conflicts of interest may be found in the respective ADV Part 2s of us and Loring Ward. We and our affiliates, however, acknowledge our fiduciary duty to act in the best interest of our clients when making investment recommendations and executing transactions, and we pledge to do so. You acknowledge and waive any conflicts of interest discussed in this Agreement or in the ADV Part 2, including but not limited to the following:
  1. Custodian. As your Advisor, we or Loring Ward may be affiliated with the introducing broker-dealer to the Custodian selected for your portfolio(s). Specifically, Loring Ward are under common control with Loring Ward Securities Inc. (“LWSI”), a broker-dealer that introduces accounts on a fully-disclosed basis to its correspondent clearing firm, Pershing LLC. You acknowledge that a conflict of interest may exist between Loring Ward in the purchase or sale of securities that generate a commission or transaction fee; however, we acknowledge our fiduciary duty in this situation.
  2. Broker-Dealer. When acting as your broker-dealer, LWSI may participate in and receive the usual and customary commissions, considerations, and fees on certain investments. You acknowledge that a conflict of interest may exist between us in the purchase or sale of any product that generates a commission or transaction fee and you expressly waive such conflict. We acknowledge our fiduciary duty to act in the best interests of clients when making investment recommendations and executing transactions.
  3. SA Funds. We may recommend purchasing shares of SA Funds for your portfolio(s). Loring Ward provides certain advisory, shareholder, and administrative services to the SA Funds. For services provided to SA Funds, Loring Ward receives fees from the SA Funds based on the average net-asset value of each fund. These fees are expenses of the funds and are reflected in their total expense ratios. They receive these fees for performing services that would otherwise have to be performed by the funds or other agents. To the extent your assets are invested in SA Funds, we are not charged a Loring Ward Platform fee. You will not be entitled to a rebate, credit or waiver of fees for Loring Ward’s services to SA Funds. You acknowledge that a conflict may exist between our interests and yours from your ownership of SA Funds, and you expressly waive such conflict.
  4. Automatic Cash Sweep Program. You understand that, as part of an automatic cash sweep program, cash awaiting investment or reinvestment may be temporarily placed in cash accounts or money market funds. The money market funds may be managed or serviced by your Custodian or by us. We and/or Loring Ward could receive fees for services provided to the money market funds with respect to any amounts held in them. You will not be entitled to a rebate, credit or waiver of fees received in connection with services to a money market fund.
  5. IARs. You understand that certain IARs of HLA may also be IARs of Loring Ward, or registered representatives of LWSI. Such dually-registered IARs perform certain investment advisory and administrative services to HLA and Loring Ward in separate and distinct roles, but a potential conflict of interest may nevertheless still exist, and you expressly waive such conflict. Whether performing their duties as an IAR of HLA or Loring Ward, each dually-registered IARs will keep your interests ahead of their own.
  6. Clients. If this Agreement is between the us and related clients (i.e. husband and wife, etc.), our services shall be based upon the joint goals communicated to us. We shall be permitted to rely upon instructions from either party with respect to disposition of the Assets or the Account, unless and until such reliance is revoked in writing to us. We shall not be responsible for any claims or damages resulting from such reliance or from any change in the status of the relationship between the clients.
FEES AND EXPENSES
1. You will pay annualized advisory fees as set forth in the Fee Disclosure Statement of this Agreement. These fees are calculated and billed at the beginning of each calendar quarter based on the total value of assets in your portfolio(s). Fee payments are due and will be assessed at the start of each three-month period, based on the value of your portfolio assets (securities, cash and cash equivalents), as valued by an independent pricing service, where available, or otherwise in good faith. Additional deposits of funds and/or securities into your portfolio(s) will be subject to the same billing procedures. The fees payable with respect to such assets will be prorated based upon the number of days remaining in the quarter.
2. We will pay the Loring Ward platform fees. You understand and agree that if assets in your portfolio(s) are invested in shares of the SA Funds, Loring Ward will receive fees directly from the SA Funds and we are not charged a Loring Ward platform fee for the amount of such assets. Please see a copy of the current prospectus of the SA Funds for additional information.
3. You hereby authorize us and Loring Ward to direct the deduction of all advisory fees, as well as all transaction charges or expenses payable to the Custodian or other third-party, from your portfolio(s). Charges payable to the Custodian are not included in the advisory fees payable under this Agreement. Before we initiate any payment of fees or charges, we will send you by mail or by electronic delivery a bill showing the amount due, how it was calculated and the value of the assets on which it is based. The Custodian will notify you or your legal representative at least quarterly of how much has been paid to it in fees.
4. You may also incur certain charges imposed by third parties in connection with investments made in your portfolio(s), including, but not limited to, mutual fund 12b-1 fees, trail commissions, early redemption fees, certain deferred sales charges on previously purchased mutual funds, and qualified retirement plan fees.
LIMITATION OF LIABILITY
1. We do not guarantee the future performance of any specific investment, the success of any investment decision or strategy, or the overall success of your portfolio(s). You understand that investment recommendations and decisions are subject to various financial markets, currency, economic, political and business risks, and may not always prove to be profitable. You acknowledge that our past performance, and that of any mutual fund or security that we may recommend, is not necessarily indicative of future performance, and that there is no guarantee of future performance. You further understand that there is no guarantee that your investment objectives will be achieved.
2. You acknowledge that, except as may otherwise be provided by law, we will not be liable to you for any loss you may suffer by reason of any investment recommendation we make, or for any action taken or omitted in good faith by any of our affiliates or subcontractors to carry out our instructions or your instructions. Federal and state laws may impose liabilities under certain circumstances on persons who act in good faith, and nothing in this Agreement waives or limits any rights that you may have under such Federal or state laws.
3. Neither we, Loring Ward, nor directors, employees and affiliates of either shall be liable for any loss incurred in your portfolio(s), except where such loss directly results from our gross negligence or misconduct, or as otherwise provided for by Federal or state law. You specifically agree that we are not responsible for errors, omissions, acts or failures to act by any custodian, broker, dealer, issuer, fund or financial institution with respect to any advice, recommendation or transaction in or for your portfolio(s). You also specifically agree that we will not be responsible for any loss, liability, cost or expense in your portfolio(s) resulting from following instructions that we believed to be genuine in accordance with this Agreement.
4. You understand and agree that a portfolio allocation is a goal and that your portfolio may not reflect your allocation target at any particular point in time.
5. You acknowledge that in providing the services specified in this Agreement, we base our investment advice and actions on information that you have furnished or will furnish to us. Neither we, nor our directors, employees and affiliates, shall be liable for any misstatement or omission contained in your disclosure or for any loss, liability, claim, damage or expenses whatsoever arising out of or attributable to your misstatement or omission. Nor shall we, our directors, employees and affiliates, or third-party service providers have any liability for your failure to inform us in a timely manner of material changes in your financial status, risk tolerance, cash needs or investment objectives, or to provide us with any information as to your financial status that we may reasonably request.
6. This agreement is limited to the portfolios on the Loring Ward Platform. This is particularly important in cases where you hold pension, retirement, profit sharing or other plans governed by ERISA. Those plans have separate and distinct characteristics that should be discussed with an investment advisor who acts as a fiduciary, before placing plan assets under the terms of an investment advisory agreement.
ARBITRATION
To the extent permitted by law, any controversy or claim that may arise between us, or between you and any of the other service providers or their affiliates, concerning any transaction arising out of or relating to your Portfolio(s), or the construction, performance or breach of this Agreement, whether entered into prior to, on or subsequent to the date on which it was signed, shall be submitted to arbitration under the Rules for Commercial Arbitration of the American Arbitration Association applying at that time. The award of the majority of the arbitrators shall be final and binding and not subject to review or appeal. Judgment upon any arbitration award rendered may be entered in any court having appropriate jurisdiction. This clause does not constitute a waiver of any rights provided by the Investment Advisors Act of 1940, including the right to choose the forum, whether arbitration or adjudication, in which to seek resolution of disputes. This agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement all parties agree as follows:
1. All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
2. Arbitration awards are generally final and binding, and a party’s ability to have a court reverse or modify an arbitration award is very limited.
3. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
4. The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
5. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
6. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
7. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement.
MODIFICATION OR TERMINATION OF THIS AGREEMENT
1. The provisions of this Agreement relating to our investment advisory and administrative services relationship with you, and the rights and obligations created by them, may be modified or amended only in writing and must be signed by both of us, with a copy provided to all parties. None of the provisions of this Agreement may be waived or discharged except by written agreement of the party from whom the waiver or discharge is sought. No waiver of any breach of the Agreement shall in any way be construed to be a waiver of any future or subsequent breach.
2. The terms, conditions and administrative provisions of this Agreement may be modified or amended by thirty (30) days prior written notice to you. By not terminating the Agreement after receiving any modifications and by continuing to hold your portfolio(s), you confirm that you agree to abide by the Agreement as amended. Amendments will not affect rights or obligations incurred by either of us prior to the effective date of the amendment. No prior conduct, past practice or oral statement by any of our employees, agents or any of our affiliates can amend or modify this Agreement.
3. We understand and agree that this Agreement is personal and unique in nature and content and may not be assigned or transferred without your prior consent. We will give you at least thirty (30) days notice of any proposed assignment, transfer or significant change in our ownership. Consent may be obtained either by your positive consent or by your failure to object after you receive at least thirty (30) days notice of the proposed assignment or transfer. Transactions that do not result in a change of actual control or management of us shall not be considered an assignment.
4. Either of us may terminate this Agreement by giving written notice to the other thirty (30) days prior to the termination date. If we receive notice from you during the initial thirty (30) day period, you will not receive a pro-rata refund of prepaid advisory fees as we perform a substantial and disproportionate amount of account services during the initial thirty (30) days of the Agreement and we shall maintain the entire assets under management advisory fee billed for the quarter(s) during that period. If notice is given after the initial thirty (30) day period, the monthly recurring fee will be discontinued before the next payment due date.
5. As of the termination date, we may direct the Custodian either to deliver cash and securities held in your portfolio(s) as you have instructed in writing; to liquidate the account(s) and pay the proceeds to you in cash upon settlement of all transactions in the account(s), or to remove our access to the account’s information at the Custodian. Termination of this Agreement will not affect your liabilities or obligations arising from transactions initiated prior to termination, which will survive any termination of this Agreement. The provisions of Paragraphs 6, 8, 9, 10, 11, 12 and 13 will also survive the termination of this Agreement.
CONSENT TO RECEIVE ELECTRONIC DELIVERY OF ACCOUNT STATEMENTS
1. Consent. By providing your e-mail address, you hereby consent to receive account statements via email instead of paper account statements, including all other accompanying account-related notices and other regulatory information discussed below (collectively, “account statements”). Investor also acknowledges that you have the ability to access, view, and retain email and documents on the Loring Ward web sites described herein in either HTML or PDF formats, as applicable. You agree that you will immediately contact HLA to report any problems with your electronic delivery. Your consent herein will be effective for your advisory account(s) — but not your custodian’s account statements — on an ongoing basis unless you cancel or modify your consent or are otherwise notified by HLA.
2. Requests for paper versions. Even after you consent to receive your account statements, you will always be able to request a paper version of any document. For delivery of paper copies you may call HLA.
3. Account statements. Should Loring Ward send you an account statement, the account statement will provide important information such as the price and quantity of securities you hold, the transactions you conducted, the overall value of your account at the end of the statement period, fees paid and other investment related information. Loring Ward often includes additional information with account statements, including required regulatory notices such as privacy policy notices and information regarding annual updates of Form ADV. When you consent to electronic delivery of your account statements, you will also be consenting to electronic delivery of this information too.
  
  When electronic delivery begins, Loring Ward will notify you that it will no longer be sending you paper account statements. Loring Ward will also notify you by email each time your statement is available. Loring Ward will maintain links on its website so that you can continue to access both the regulatory notices and your account statement online for at least three years following the current year.
4. Security and Privacy Information. Unless expressly stated, emails sent in connection with your account statements are not encrypted. Instead, for security and confidentiality, unencrypted emails will not include your name, account number, or any other personal identifier. Be aware, however, that some email addresses may use part of or your entire name. If you use a public computer or one where you work, others may have access to your email. Although Loring Ward believes that email is a reasonably secure method of delivery, as with any form of communication, there is a risk of misdelivery or interception. To address this risk, if Loring Ward receives a significant indication that there is a problem with your email address or service, Loring Ward will send you a paper statement by U.S. mail within the first five days of the month. If Loring Ward is unable to notify you via email for three successive statement notifications, it will send you a letter explaining that Loring Ward has discontinued your electronic delivery and may activate paper delivery of your statements.
5. Withdrawing your consent. You may withdraw or modify your consent at any time. To turn paper delivery on for your statements and receive paper account statements through the mail, you must log into your account and make changes though the appropriate link.
6. Your email address. Once you provide your consent, Loring Ward will begin to deliver your statement notification emails to the email address you provide in this Agreement. If you change your email address of record, you agree to provide us with a new address by logging into your account and making and saving the changes through the appropriate link.
MISCELLANEOUS
1. It is the responsibility of each of the parties to this Agreement to notify all other parties if they believe that any part of this Agreement is not being met. Notices required under this Agreement, except for reports, statements, summaries, trade confirmations or other usual communications, will be sent by U.S. mail or overnight courier (postage prepaid) or facsimile transmission (with a hard copy sent by U.S. mail). All notices will be mailed to the address of record for the relevant party. It is your responsibility to notify us immediately if your address of record changes.
2. We will not vote proxies for securities held in your portfolio(s), nor will any of our affiliates or service providers, unless agreed otherwise in writing.
3. We do not seek better execution services or prices from brokers or dealers other than from the Custodian you have chosen. As a result, you may pay higher transaction costs or receive less favorable net prices on transactions for your portfolio(s) than would otherwise be the case. We will, however, use our best efforts to have transactions executed at prices advantageous to you and at commission rates that are reasonable in relation to the benefits received.
4. No agency cross transactions or principal transactions will be effected in Loring Ward Platform Portfolio(s). We may be able to batch your transactions with those of other clients only to the extent that the Custodian you have chosen is the same as that chosen by other clients.
5. We, our affiliates, and Loring Ward will perform services under this Agreement in accordance with all applicable U.S. federal and state laws and administrative regulations. This Agreement shall be governed and construed in accordance with the laws of the State of California, without giving effect to the choice of law or conflict of laws provisions thereof. Any provision of this Agreement that is prohibited or unenforceable by law shall be ineffective as to the extent of that prohibition or unenforceability without invalidating the remaining provisions of the Agreement.
6. Section headings in this Agreement are included for convenience of reference only and are not to be used in the interpretation of the Agreement.
ACCOUNTS OF YOUR HOUSEHOLD
1. The account statements for persons of the same name, at the same address, will be automatically linked in accordance with Loring Ward’s householding guidelines as “Accounts of Your Household.” Loring Ward makes a reasonable effort to automatically link qualified accounts of persons within the same family group who share the same home address and to combine the statements for portfolio calculations and delivery.
2. Loring Ward may consider other accounts to be Accounts of Your Household upon your request if account holders are in the same family, there is a dependent relationship, or in certain other similar instances at Loring Ward’s discretion. You are responsible for identifying accounts that are appropriate to be linked for purposes of determining the “Accounts of Your Household” as well as portfolio analysis and reporting (“Household Calculations”).
3. If an account is linked to Accounts of Your Household, any impact on Household Calculations may not take effect until the following quarter. Householding guidelines applicable to fiduciary accounts are as follows: IRA, Custodial, and certain Trust accounts that meet Loring Ward’s householding guidelines will generally be automatically linked to other accounts of your household. If you have an IRA, Custodial, or Trust account and you are acting in a fiduciary capacity, it is your responsibility, and not Loring Ward’s, to determine whether it is appropriate to consider the balances and activities of accounts for Household Calculations, which could benefit the fiduciary account and/or other Accounts of Your Household. You must contact your Advisor to request that the balances and activities of your fiduciary account not be included in Accounts of Your Household and Household Calculations if you determine that this is not appropriate.
4. Please contact us with any changes to your householding instructions.
RETIREMENT OR EMPLOYEE BENEFIT ACCOUNTS
1. This section applies to an Account that is a pension or other employee benefit plan (a “Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). If the Account is part of a Plan and Advisor accept appointments to provide advisory services to such Account, Advisor acknowledges that it is a fiduciary within the meaning of Section 3(21) of ERISA (but only with respect to the provision of services described in section 1 of this agreement). You represents that (i) our appointment and services are consistent with the Plan documents, (ii) you have furnished us true and complete copies of all documents establishing and governing the Plan and evidencing your authority to retain us. You further represents that he/she/it will promptly furnish us with any amendments to the Plan, and you agree that, if any amendment affects your rights or obligations, such amendment will be binding on us only with your prior written consent. If the Account contains only a part of the assets of the Plan, you understand that we will have no responsibilities for the diversification of all the Plan’s investments, and we will have no duty, responsibility or liability for the assets that are not in the account. If ERISA or other applicable law requires bonding with respect to the assets in the account, You will obtain and maintain at his/her/its expense bonding that satisfies this requirement and covers us and any of its affiliates.
APPLICABLE LAW
1. This Agreement supersedes and replaces, in its entirety, all previous investment advisory Agreement(s) between the parties. To the extent not inconsistent with applicable law, this Agreement shall be governed by and construed in accordance with the laws of the State of California. In addition, to the extent consistent with applicable law, the venue (i.e. location) for the resolution of any dispute or controversy between Advisor and Client shall be the State of California.