INVESTMENT SERVICES AGREEMENT
This Investment Services Agreement (“Agreement”) is between BeManaged (“we” and “us”), a Michigan corporation, and you (“Client”). The Agreement is effective as of the date you accept the Agreement below.
Statement of Facts
Avtex Solutions, LLC (“Employer”) appointed us to be a fiduciary adviser and investment manager with regard to the Avtex Retirement Savings 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. Additional Services. BeManaged will also manage, or provide investment advice, for any additional retirement accounts (“Other Accounts”) for which Client seeks advice, limited to individual accounts owned by Client (i.e. IRA, 401(k), etc.). Other Accounts will be managed following the same investment objectives as Client’s funds within the Plan; as outlined by the Invest Policy Statement prepared for Client. BeManaged will operate in a fiduciary capacity when investing, or providing investment advice, for Participant’s Other Accounts.
Fees for the management of Other Accounts will follow the same schedule as Plan accounts. The fee schedule for Client accounts is described in Section 3 of this Agreement. Fees are cumulative, meaning clients fees are calculated on the entirety of Client’s retirement portfolio, and not calculated on an individual account-by-account basis. Management of any accounts of related persons to Client (i.e. Spouse, Child) will be treated as separate for purposes of fee calculations. All related accounts will follow the same fee schedule and maximum as Client.
3. 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 These fees will be withdrawn from your Account quarterly according to the following fee schedule:
Monthly fee of 0.05 of your Account’s market value, maximum fee per month $50.00, maximum fee per year $600.00, billed quarterly.
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.
Note: Under Sec. 102(b)(1) of the Uniform Securities Act 265 of 1964, we may not be compensated on the basis of the investment results.
4. Representations 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).
5. Information Client Provides. 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.
6. Investment Policy Statement. We will prepare an Investment Policy Statement for you. This Investment Policy Statement will provide guidelines for making investment decisions.
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.
7. Investment 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 time.
8. 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.
9. Other 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.
10. Proxy Voting. We do not vote proxies with respect to your investments.
10. Custody. If Client’s funds are accessed via an individual username and password, BeManaged has been deemed to have custody of Client’s Account pursuant to rule 206(4) of the Investment Advisers Act of 1940. In accordance with this rule, BeManaged must hold Client’s funds with a “qualified custodian”, as defined by Rule 206(4) and employ an independent third party accountant to verify the assets help in Client’s Account. Client’s Account funds will be held by the Alerus Retirement Solutions as custodian. Additionally, BeManaged has employed a third-party, independent public accountant, to conduct yearly surprise examinations to monitor Client’s funds.
11. Confidentiality. 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 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.
16. Entire 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.