INVESTMENT SERVICES AGREEMENT
This Investment Services
Agreement (“Agreement”) is between BeManaged (“we” and “us”), a Michigan
corporation, and you. The Agreement is
effective as of the date you accept the Agreement below.
Statement of Facts
Imaging Center, L.L.C. (“Employer”) appointed us to be a fiduciary
adviser and investment manager with regard to the Southwest Michigan Imaging Center, L.L.C. 401K Ps Plan
(“Plan”). This means that you can hire
us to provide you with investment advice regarding your Account in the Plan
(“your Account”), or can hire us to invest your Account. You are not required to hire us. You could hire someone else, or invest your Account
without hiring anyone to help you.
We and you agree as follows:
1. Type of Service. You hire us to provide the following service:
c BeAdvised -- we provide investment advice, but you
decide whether to implement the advice.
c BeManaged -- we invest your Account for you.
In either situation, the
investments must be chosen from the funds made available under the Plan.
2. Fees. The fees for our services are the same for both the
BeAdvised and BeManaged programs. These
fees will be withdrawn from your Account quarterly according to the following
of 0.15% of your Account’s market value, maximum
fee per quarter $125.00, maximum fee per year $500.00.
We will not receive compensation from any other source
for the services we provide to you, or any compensation based upon the
investment choices that are made.
Sec. 102(b)(1) of the Uniform Securities Act 265 of 1964, we may not be
compensated on the basis of the investment results.
by Us. We
represent that we are a registered investment adviser under the Investment
Advisers Act of 1940.
With respect to your Account,
we are a “fiduciary” under the Employee Retirement Income Security Act of 1974,
as amended. We are a “fiduciary adviser”
with regard to the BeAdvised program, and an “investment manager” with regard
to the BeManaged program. Regardless of
whether you choose the BeAdvised or the BeManaged program, we agree to comply
with the requirements of ERISA §408(g).
You Provide. You will complete and submit to us an accurate
and completed Investor Profile. This
Investor Profile provides important information regarding your risk tolerance.
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.
5. Investment Policy
Statement. We will prepare an Investment
Policy Statement for you. This
Investment Policy Statement will provide guidelines for making investment
If the BeManaged
option is selected, we will invest and reinvest your Account on your behalf as
we deem appropriate, in our sole discretion, subject to the investment
guidelines in the Investment Policy Statement.
Performance. Attached is 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. You may ask us for updated information at any
7. Risk Acknowledgment. We
do not guarantee the success of any investment decisions or strategy that we
may use. You understand that investment decisions made for your Account 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 if we acted with the 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 based upon 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.
Investment Accounts. You understand and accept that we are an investment adviser 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 may 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.
Voting. We do not vote proxies with respect to your
10. Custody. The
assets in your Account are held for safekeeping by trustee of the Plan. We do
not act as trustee for the assets in your Account and shall not be liable to
you for any act or omission by the trustee.
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 as agreed
in writing or as required by law.
12. Termination. Our authority
under this Agreement remains in effect until the Agreement is terminated.
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 provided. The refund
will be paid within 30 days after we are notified of the termination. The refund shall be made by forwarding the
refund to the Plan’s record keeper for redeposit into your Account.
We reserve the right to
terminate this Agreement for non-payment of fees or any other reason upon
written notice to you.
13. Severability. If any
provision in this Agreement is invalid or unenforceable, the remainder of the
Agreement will continue in effect.
14. No Assignment
of Agreement. No assignment of this Agreement shall
be made by one of us without the written consent of the other.
15. Choice of Law. To the
extent not pre-empted by federal law, this Agreement is governed by the laws of
the State of Michigan.
Agreement. This Agreement
constitutes the entire agreement between you and us with respect to the
investment of your Account. This Agreement
can be amended only by a written document signed by both of us.