Virginia Tile Participant Investment Advisory Agreement
BeManaged ["we"], a Michigan Corporation, has been appointed to act as a qualified fiduciary adviser to provide investment advice to you with respect to your account ["account"] in the Virginia Tile Company Employees Salary Savings 401k Retirement Plan ["plan"] under this agreement [hereinafter "Agreement"].
1. Investment Alternatives
You have two alternatives with respect to our services. You may complete a Participant Profile (without rejecting the BeManaged Service). We will then prepare an Investment Policy Statement for you and will actively manage your account from among the investment options provided by the Plan as indicated in the investment policy statement which includes the right to monitor, change or rebalance investment options in a model allocation portfolio. You may complete a Participant Profile but choose the BeAdvised Service (by marking the appropriate box) rather than the BeManaged Service. We will prepare a suggested Investment Policy Statement but we will not actively manage your account and will not monitor, rebalance or amend your investment selections, but instead advise you in the same manner as we manage accounts within the BeManaged program. You are free at all times to select another adviser to assist you with plan investments at your cost.
2. Investment Management
If the BeManaged option is selected, we will invest and reinvest the securities, cash and/or other investments held in your Account and engage in transactions on your behalf as we deem appropriate, in our sole discretion, subject to the investment guidelines described by this Agreement. In connection with the advisory services, we are entitled to rely on the financial information and other information you provide to us. You agree to inform us promptly in writing of any material change in your circumstances which might affect the manner in which your assets should be invested and to provide us with information that we reasonably request. Our authority under this Agreement will remain in effect until the agreement is changed or terminated.
Fees for our services will be withdrawn from your account quarterly according to the following fee schedule:
BeManaged Discretionary Account – BeManaged chooses asset allocation model after risk tolerance questionnaire/profile.
Management Services: Quarterly Fee of 0.15% of Market Value, Maximum Fee per Quarter: $125.00
BeAdvised Investment Advisory Services: Quarterly Fee of 0.15% of Market Value, Maximum Fee per quarter: $125.00
Under Section 451.502, Sec. 102(b)(1) of the Uniform Securities Act 265 of 1964, you should be aware that we may not be compensated on the basis of a share of capital gains upon or capital appreciation of your funds or any portion of your funds.
4. Representations by the Advisor
We represent that we are a registered investment advisor under the Investment Advisors Act of 1940 and acknowledge that, with respect to the your account(s), we are a "Fiduciary" as defined in sections 3(21)(A) for BeAdvised or ERISA 3(38) for BeManaged Program.
5. Investor Profile
If you are utilizing the BeManaged or BeAdvised options, you will complete and submit to us an accurate and completed Investor Profile.
6. Investment Performance
We have attached a summary of past performance and historical rates of return for each investment option under the Plan. We will provide you with updated performance information quarterly if you utilize our BeManaged or BeAdvised services. You may at any time ask us to update any information provided to you by this notice.
7. Risk Acknowledgment
We do not guarantee the future performance of the Account or any specific level of performance, or the success of any investment decisions or strategy that we may use. You understand that investment decisions made for your account by us are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. Except as may otherwise be provided by law, we will not be liable to you for (i) any loss that you may suffer by reason of any investment decision made or other action taken or omitted by us with that degree of care, skill, prudence, and diligence under the circumstance that a prudent person acting in a fiduciary capacity would use (ii) any loss arising from our actions per your written or oral instructions; or (iii) any act or failure to act by the custodian or trustee of the plan, or by any other third party.
8. Other Investment Accounts
You understand and accept that we are an investment advisor for other clients. You also understand and accept that we may give advice or take action in performing our duties to other clients or for our own account that differ from advice given to or action taken 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 client, or for our own account. Subject to our fiduciary obligation, this Agreement does not limit or restrict us in any way from buying, selling, or trading in any securities or other investments for our own accounts.
9. Proxy Voting
We do not vote proxies with respect to your investments.
The assets in the Account shall be held for safekeeping by the custodian or trustee of the plan. We do not act as custodian or trustee for the assets in the Account and shall not be liable to you for any act, conduct or omission by the custodian or trustee.
All information and advice furnished by either of us to the other shall be treated as confidential and shall not be disclosed to third parties except agreed as agreed in writing or as required by law.
You may terminate our services at any time by notifying us in writing. You will be entitled to a pro-rata refund of fees collected for services not yet rendered. The refund will be paid within 30 days of receipt of notification of termination either by direct check or by forwarding the refund to the record keeper for redeposit into the your Account. We reserve the right to terminate this agreement for non-payment of fees or any other reason upon written notification to you.
If any provision in this Agreement is invalid or unenforceable, the remainder of the Agreement will continue in full force and effect.
14. Assignment of Agreement
An assignment of this investment advisory contract shall not be made by one of us without the written consent of the other.
15. Choice of Law
To the extent not pre-empted by the laws of the Untied States of America, this Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the law of the State of Michigan, without giving effect to the conflict of law principles thereof.
16. Entire Agreement
This Agreement constitutes the entire agreement of the parties with respect to management of the Account and can be amended only by a written document signed by us.