1. Description of Services. This Agreement covers
enrollment to workshops teaching the Snider Investment Method (the
"Live Workshop") taught by Snider Advisors (the "Live Workshop
Services") and access to online workshops teaching this method (the
"Online Course" and the "Online Workshop Services"), collectively known
as the "Workshop" or the "Workshop Services". Upon completion of the
Workshop, you will have access to the client area of our website,
newsletters, and other follow-up communications. The Live Workshop
Services include the Online Workshop Services and vice versa. This
Agreement also contains the terms and conditions for non-discretionary
management (known as AutoPilot). AutoPilot consists of access to our
representatives for the purpose of addressing your investment related
issues and questions and reviewing investment decisions you have made
or are planning to make. It also includes access to our AutoPilot
software to provide step-by-step trade guidance according to the Snider
Investment Method. We may also execute these trades for you if you
have granted us limited trading authority through a separate agreement.
These trades will be non-discretionary trades.
2. Scope of Engagement. You acknowledge the
Workshop Services provided by us under this Agreement are limited to
your attendance at a Live Workshop and/or access to the Online
Workshop. To the extent we give you recommendations or other advice
under AutoPilot Services, you remain solely responsible for
implementation of any recommendation or other advice.
You hereby appoint us as your investment adviser to perform the
services of non-discretionary investment recommendations for an account
controlled by you. The AutoPilot Service will consist of managing
the Assets identified using the Snider Investment Method.
All transactions to implement the recommendations of this
non-discretionary agreement must be done by you.
Unless otherwise specifically and expressly indicated in this
Agreement, you acknowledge and understand that the service to be
provided by us under this Agreement is limited to the non-discretionary
investment recommendations of the Assets and does not include financial
planning or any other related or unrelated services. To the extent
that you desire any services outside the scope of this Agreement, the
specific nature of the services required shall be set forth in a
separate written agreement for which services we shall be paid a
separate and additional fee.
3. Adviser Compensation.Our annual fee for the
services provided under this Agreement ("Adviser Compensation")
shall be a percentage of the total asset value of the account
collected in arrears in accordance with the fee schedule attached as
Exhibit A. No portion of Adviser Compensation shall be based on
capital gains or capital appreciation of the Assets except as
provided herein and provided for under the Investment Advisers Act
of 1940, as amended (the "Advisers Act") and no increase in the
annual fee shall be effective without prior written notification to
you.
You hereby authorize us to invoice the Custodian for the Adviser
Compensation (the "Fee Statement") and to authorize the Custodian to
deduct the amount stated in the Fee Statement from your Account. We
shall send you and the Custodian a copy of the Fee Statement at the same
time and, additionally, include in your Fee Statement a calculation of
the specific manner in which the Adviser Compensation was calculated
and the value of the Assets on which the Adviser Compensation was
based. We shall also instruct the Custodian to send you a statement,
at least quarterly, indicating all amounts disbursed from the Account
including the Adviser Compensation paid from the Account. You
acknowledge that the Custodian will not determine whether the Adviser
Compensation is accurate or properly calculated. We suggest clients
verify the accuracy of the fee calculation upon receipt of the Fee
statement.
In addition to our Adviser Compensation, you may also incur certain
charges imposed by unaffiliated third parties. Such charges include,
but are not limited to, custodial fees, brokerage commissions,
transaction fees, charges imposed directly by a mutual fund, index fund,
or exchange traded fund purchased for the Account which shall be
disclosed in the fund's prospectus (e.g., fund management fees and other
fund expenses), certain deferred sales charges, odd-lot differentials,
transfer taxes, wire transfer and electronic fund fees, and other fees
and taxes on brokerage accounts and securities transactions.
4. Execution of Brokerage Transactions. If
requested, we will arrange for the execution of securities brokerage
transactions for the Assets through a broker-dealer that we
reasonably believe will provide "best execution." In seeking best
execution, the determinative factor is not the lowest possible
commission cost but whether the transaction represents the best
qualitative execution, taking into consideration the full range of
the Broker-Dealer's services including the value of research
provided, execution capability, commission rates, and
responsiveness. Accordingly, although we will seek competitive
commission rates, we may not necessarily obtain the lowest possible
commission rates for Account transactions. We shall endeavor to
process all Account transactions in a timely manner, but do not
warrant or represent that any such transaction shall be effected on
the same day as requested.
Consistent with obtaining best execution, transactions for your Account
may be directed to registered broker-dealers in return for research
products and/or services that assist us in our investment
decision-making process. Such research generally will be used to
service all of our clients, but brokerage commissions paid by you may be
used to pay for research that is not used in managing your Account.
Thus, you may pay the Broker-Dealer a greater commission than another
qualified broker-dealer might charge to effect the same transaction
where we determine in good faith that the commission is reasonable in
relation to the value of the brokerage and research services received.
5. Custodian.We shall not hold nor maintain
custody of your Assets; rather your Assets shall be held in the
custody of the Custodian. We are authorized to give instructions
to the Custodian with respect to investment decisions regarding the
Assets and the Custodian is hereby authorized and directed to effect
transactions, deliver securities, make payments and otherwise take
such actions as we shall direct in connection with the performance
of our obligations with respect to the Assets. The fees charged
to you by the Custodian are exclusive of, and in addition to, the
Adviser Compensation and other charges discussed herein.
6. Broker-Dealer.You hereby acknowledge and
understand that we must engage in securities brokerage transactions,
which must be effected through a broker-dealer. Broker-dealers
charge brokerage commissions and/or transaction fees for executing
securities brokerage transactions.
Neither we, nor any of our Associated Persons, will receive any portion
of the brokerage commissions and/or transaction fees charged to you by
the Broker-Dealer.
However, in return for effecting securities brokerage transactions
through certain broker dealers, we may receive from those
broker-dealers, investment research products or services that assist us
in our investment decision-making process for you and our other
clients.
The brokerage commissions and/or transaction fees charged to you for
securities brokerage transactions are exclusive of, and in addition to,
Adviser Compensation and other charges, discussed herein.
7. Conflict of Interest.Snider Advisors may refer
clients to the unaffiliated broker-dealer, TradeStation Securities.
As a result of this arrangement, TradeStation will pay Snider
Advisors a flat referral fee if the client funds an account with
them. The fee received by Snider Advisors is not contingent on any
other activity such as total assets or trading activity. Clients
are under no obligation to act upon any recommendations of Snider
Advisors or to effect any transactions through TradeStation. While
we endeavor at all times to put the interest of our clients first as
part of our fiduciary duty, the possibility of receiving fees
creates a conflict of interest, and may affect the judgment of
Snider Advisors when making the referral. A potential conflict of
interest may arise between the client's interest in obtaining best
price and execution and Snider's interest in receiving future
referral fees. To mitigate this conflict, clients have the option
to open accounts through other unaffiliated broker-dealers Snider
Advisors has established for this purpose.
8. Risk Acknowledgement.We do not guarantee the
future performance of your Account, any specific level of
performance, the success of any investment decision or strategy
that we may use, or the success of our overall management of the
Account. You understand that our 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.
9. Adviser Liability.We will manage only the
securities, cash and other investments held in Client's Account and
in making investment decisions for the Account, we will not
consider any other securities, cash or other investments owned by
Client. Except as may otherwise be provided by law, we will not be
liable to Client for (a) any loss that Client may suffer by reason
of any investment decision made or other action taken or omitted in
good faith by us with that degree of care, skill, prudence, and
diligence under the circumstances that a prudent person acting in a
fiduciary capacity would use; (b) any loss arising from our
adherence to Client's instructions; or (c) any act or failure to
act by the Custodian, any broker or dealer to which we direct
transactions for the Account, or by any other third party. The
federal and state securities laws impose liabilities under certain
circumstances on persons who act in good faith, and therefore
nothing in this Agreement will waive or limit any rights that
Client may have under those laws.
We shall not be responsible for (i) those assets that you have not
designated to be the subject of our investment management services
under this Agreement; or (ii) proper diversification of all of your
assets.
10. Proxies. Unless you direct otherwise in
writing, we are precluded from and you shall be responsible for:
(a) directing the manner in which proxies solicited by issuers of
securities you beneficially own shall be voted, and (b) making all
elections relative to any mergers, acquisitions, tender offers,
bankruptcy proceedings or other type events pertaining to the
securities in the Account. We are authorized to instruct the
Custodian to forward to you copies of all proxies and shareholder
communications relating to the Assets.
11. Reports. We will provide you with website
access that may include such relevant Account and/or market related
information such as an inventory of Account holdings and Account
performance. You will also receive timely confirmations of each
transaction executed for the Account and a brokerage statement no
less than quarterly directly from the Custodian.
12. Non-Exclusivity.We, our Associated Persons,
employees, affiliates, representatives, 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 we do for
you. You expressly acknowledge and understand that we shall be
free to render investment advice to others and that we do not make
our 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 security
which we, our Associated Persons, employees, affiliates,
representatives, or agents, may purchase or sell for our own
accounts or for the account of any other client, unless in our sole
determination, such investment would be in the best interest of the
Account.
13. Notices. Any notice or other communication
required in connection with this Agreement will be deemed effective
upon receipt if confirmed by the other party or by an independent
third party. Delivery of any notice to you by electronic means
which can be confirmed will be deemed effective unless you have
notified us to send notices by nonelectronic means. We may rely
upon any such direction unless and until we have been advised in
writing of changes thereto.
14. Assignment. This Agreement will bind and be
for the benefit of the parties to the Agreement and their
successors and permitted assigns, except that this Agreement may
not be assigned (within the meaning of the Advisers Act or
applicable state securities laws) by either party without the
consent of the other party.
15. Terms of Agreement and Modifications. By
entering into this Agreement you agree to comply with the terms and
conditions contained herein, and agree and acknowledge that we have
the right to modify this Agreement in any way at any time. We will
provide you with notice of any such modifications and such
modification shall thereafter become effective unless you provide
us with notice of your intention to terminate the Agreement. You
further agree to abide by any rules, procedures, standards,
requirements or other conditions that we may establish in
connection with your Account or this Agreement. The authority you
grant us pursuant to this Agreement shall remain in force and
effect unless and until you revoke such authority in writing. Such
revocation shall be effective upon our receipt. We shall contact
you at least annually to review our previous services and/or
recommendations and to discuss the impact resulting from any changes
in your financial situation and/or investment objectives.
16. Confidentiality. Except as required by
applicable law, rule or regulation, or in order to implement your
investment objectives, both parties agree to treat information
provided in connection with this Agreement as confidential.
17. Receipt of Disclosures. Our
Privacy Policy Notice and ADV Part 2 will be delivered at the time
of entering into this agreement.
18. Client Conflicts.If this Agreement is with
more than one client, our services shall be based upon the joint
goals as communicated to us by the joint-clients, collectively.
Thereafter, we are authorized to rely upon instructions and/or
information we receive from either party, unless and until such
authorization is revoked in writing to us. We shall not be
responsible for any claims or damages resulting from reliance on
such authority or from any change in the status of the relationship
between the joint-clients.
19. Arbitration. Subject to the conditions and
exceptions noted below and to the extent not inconsistent with
applicable law, in the event of any controversy, dispute or claim
arising out of or relating to this Agreement, both parties agree to
submit the dispute to arbitration before a single arbitrator in
accordance with the Commercial Rules of the American Arbitration
Association then in effect. The prevailing party shall be entitled to
reasonable attorneys' fees, costs and expenses.
You understand that this agreement to arbitrate does not constitute
a waiver of your right to seek a judicial forum where such waiver
would be void under federal or applicable state securities laws.
20. Death or Disability. If you are a natural
person, your death, disability or incompetence 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 us proper written notice.
21. Client Representations, Warranties, and Acknowledgements.
You represent that you have the full legal power and authority to
enter into this Agreement and that the terms of this Agreement do
not violate any obligation or duty to which you are bound, whether
arising out of contract, operation of law, or otherwise. If you are
an entity (e.g., corporation, partnership, limited liability
company, or trust), this Agreement has been duly authorized by the
appropriate corporate or other action and when so executed and
delivered shall be binding in accordance with its terms. You agree
to promptly deliver such corporate resolution or other action
authorizing this Agreement at our request.
You acknowledge that you have provided us with the information set
forth on the Profile and represent that such information is a
complete and accurate representation of your financial position and
of your investment needs, goals, and objectives at the time of
entering into this Agreement and warrant that you will promptly
inform us in writing if and when such information becomes
incomplete or inaccurate during the term of this Agreement.
You agree to provide us with any other information and/or
documentation that we may request in furtherance of this Agreement
or related to your investment needs, goals, or objectives, either
directly from you or through your designated attorney, accountant,
or other professional advisers. You acknowledge that we are
authorized to rely upon any information received from such
attorney, accountant, or other professional adviser and are not
required to verify the accuracy of the information.
22. ERISA Accounts.The firm does not provide
services to any account that is a pension or other employee benefit
plan governed by the Employee retirement Income Security Act of
1974, as amended ("ERISA").
23. Entire Agreement.This Agreement and the
Exhibits annexed hereto, which Exhibits are incorporated herein by
reference and made a part hereof, constitute the entire Agreement
between the parties and supersedes all understandings, agreements
(oral and written), or representations with respect to the subject
matter hereof. This agreement may only be amended, revised, or
modified with Snider Advisors written consent. Each party
acknowledges that no representation, inducement or condition not
set forth herein has been made or relied upon by either party.
24. Waiver. No failure by us to
exercise any right, power, or privilege that we may have under this
Agreement shall operate as a waiver thereof. Further, no waiver of
any deviation from, or breach of, this Agreement by you shall be
deemed to be a waiver of any subsequent deviation or breach.
25. Severability. If any provision of this
Agreement is deemed to be invalid or unenforceable or is prohibited
by the laws of the state or jurisdiction where it is to be
performed, this Agreement shall be considered divisible as to such
provision and such provision shall be inoperative in such state or
jurisdiction. The remaining provisions of this Agreement shall be
valid and binding and of full force and effect as though such
provision were not included.
26. Termination. You shall have
five (5) business days from the date of execution of this Agreement
to terminate our services without penalty. This Agreement will
continue in effect from the date set forth above and may be
terminated at any time upon receipt of written notice to terminate
by either party to the other, which written notice must be manually
signed by the terminating party. Termination of this Agreement will
not affect (a) the validity of any action previously taken by us
under this Agreement; (b) liabilities or obligations of the parties
from transactions initiated before termination of this Agreement;
or (c) your obligation to pay us fees that have already been earned
under this Agreement. Upon the termination of this Agreement, we
will not have any continuing obligation to take any action. If you
terminate our services, the balance (if any) of our unearned fees
shall be refunded to you and the balance (if any) of our earned
fees shall be charged to you.
27.
Governing Law, Venue, and Jurisdiction.
To the extent not inconsistent with applicable federal law, this
Agreement and any dispute, disagreement, or issue of construction or
interpretation arising hereunder whether relating to its execution,
its validity, the obligations provided herein or performance shall
be governed or interpreted according to the laws of the state of
residence of the clients without regard to choice of law
considerations except for the Section entitled Arbitration, which
shall be governed by the Federal Arbitration Act. Any action, suit
or proceeding arising out of, under or in connection with this
Agreement seeking an injunction or not otherwise submitted to
arbitration pursuant to this Agreement shall be brought and
determined in the appropriate federal or state court in the state of
residence of the clients. The parties hereby irrevocably and
unconditionally submit to the personal jurisdiction of such courts
and agree to take any and all future action necessary to submit to
the jurisdiction of such courts in any such suit, action or
proceeding arising out of or relating to this Agreement.
28. Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the
same instrument. The execution of this Agreement may be by actual
or facsimile signature.
29. Data Services Limits of Liability IN NO EVENT
SHALL SNIDER ADVISORS (OR ANY ENTITY CONTROLLING, CONTROLLED BY OR
UNDER COMMON CONTROL WITH SNIDER ADVISORS, OR ITS OFFICERS,
DIRECTORS OR EMPLOYEES) BE LIABLE TO USER OR TO ANY THIRD PARTY FOR
ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR
INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT), IN
CONNECTION WITH THE DATA SERVICES OR THE DATA ARISING OUT OF THIS
AGREEMENT. IN THE EVENT THAT SNIDER ADVISORS IS NEVERTHELESS HELD
LIABLE UNDER THIS AGREEMENT OR WITH RESPECT TO THE SERVICES OR THE
DATA, UNDER ANY THEORY OF LIABILITY WHETHER IN CONTRACT OR TORT OR
OTHERWISE, SNIDER ADVISORS CUMULATIVE LIABILITY UNDER ANY LEGAL
THEORY SHALL NOT EXCEED THE FEES RECEIVED BY SNIDER ADVISORS UNDER
THIS AGREEMENT FROM USER DURING THE SIX MONTH PERIOD PRIOR TO THE
DATE SUCH CLAIM IS MADE. SNIDER ADVISORS IS NOT A BROKER AND IS NOT
LIABLE FOR ANY ACT OR OMISSION OF YOUR BROKER. NO LIABILITY TO
SNIDER ADVISORS HEREUNDER SHALL ATTACH INDIVIDUALLY TO ANY OF ITS
DIRECTORS, OFFICERS OR EMPLOYEES. THE DATA SERVICES AND THE DATA
ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, TO THE EXTENT PERMITTED BY LAW, SNIDER ADVISORS SHALL NOT
BE LIABLE FOR ANY DAMAGES SUFFERED OR INCURRED BY USER OR ANY THIRD
PERSON ARISING OUT OF ANY FAULTS, INTERRUPTIONS OR DELAYS IN
PROVIDING THE DATA OR THE SERVICES AND ANY INACCURACIES, LACK OF
TIMELINESS, ERRORS OR OMISSIONS IN THE DATA OR THE DATA SERVICES OR
THE RESULTS TO BE OBTAINED FROM USE OF THE DATA AND THE DATA
SERVICES. THERE ARE NO WARRANTIES, CONDITIONS, GUARANTEES WHETHER
EXPRESS OR IMPLIED IN LAW OR IN FACT, ORAL OR IN WRITING WITH
RESPECT TO THE SERVICES OR THE DATA. USER HEREBY ACKNOWLEDGES THAT
IT HAS NOT RELIED UPON ANY REPRESENTATIONS OR WARRANTY MADE BY
SNIDER ADVISORS EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
30. Section or Paragraph Headings. Section
headings herein have been inserted for reference only and shall not
be deemed to limit or otherwise affect, in any matter, or be deemed
to interpret in whole or in part any of the terms or provisions of
this Agreement.
As discussed in the Agreement, these fees are billed on a monthly basis, in
arrears. The fees are based upon the asset value as of the end of the
month (as it appears on your brokerage statement). You will receive an
invoice for the fees. If you have arranged to have your fees deducted from
your account, the trustee will receive a copy of the invoice and will pay
the fee.
The fee for each month for all the accounts owned by one individual or one
trust is subject to a maximum, which is the fee for the smallest asset
value for the next level. For example, accounts under $1,500,000 will pay
1/12 of 0.75%, but not more than 1/12 of 0.50% of $1,500,000 per month.
You may aggregate all the accounts owned by you, your spouse and minor
children to determine the fee percentage. The billing period is from one
options expiration date to the next (options expire on the third Friday of
each month). The period starts on the Monday following expiration. Fees
are prorated by days in any period in which the services terminate. Upon
termination, any unpaid fees are due or any unearned fees will be refunded.
Finally, lower fees for comparable services may be available from other
sources.
