POWIS CAPITAL MANAGEMENT, LLC
INVESTMENT ADVISORY CONTRACT
The undersigned ("Client") hereby retains POWIS CAPITAL MANAGEMENT, LLC to act as investment advisor on the terms and conditions set forth below.
THE INVESTMENT ACCOUNT
The Investment Account to be managed by POWIS CAPITAL MANAGEMENT, LLC for Client will
consist initially of the funds and/or securities transferred or deposited into the Client's account(s). Client
may make additions to or withdrawals from the Investment Account. The Client agrees to promptly
notify POWIS CAPITAL MANAGEMENT in writing of any additions, and to give POWIS CAPITAL
MANAGEMENT at least seven (7) business days notice of any intended withdrawals.
INVESTMENT OBJECTIVES
Based on our initial meeting we believe your Investment Objectives are to achieve a total return, which
preserves the purchasing power, in real terms, of the client's assets without undue risk. POWIS
CAPITAL MANAGEMENT, LLC intends to review these objectives with Client periodically.
However, it is Client's responsibility to notify POWIS CAPITAL MANAGEMENT, LLC promptly of
any changes in the objectives for the account.
AUTHORITY
Client gives POWIS CAPITAL MANAGEMENT, LLC unlimited and unrestricted authority to invest
and reinvest the assets held in the Investment Account, and at Client's sole risk. POWIS CAPITAL
MANAGEMENT, LLC is not required to notify Client prior to any transaction, and normally will not do
so. Client hereby designates POWIS CAPITAL MANAGEMENT, LLC as the agent and attorney-in-fact
with a limited power of attorney. POWIS CAPITAL MANAGEMENT, LLC has full power to arrange
for the delivery of and payment for securities purchased or sold. POWIS CAPITAL MANAGEMENT,
LLC may enter into investment advisory contracts with other clients and may buy and sell securities for
all or any part of its investment adsvisory accounts as a single unit. If client wishes to employ the
services of POWIS CAPITAL MANAGEMENT, LLC as advisor on a non-discretionary basis (fee in
lieu of commission), Client (s) must initial here_______.
If the Client elects to use a sub-advisor introduced by POWIS CAPITAL MANAGEMENT, LLC, all of the covenants of this agreement will extend to the sub-advisor and the sub-advisor must be listed here _________________________________________.
CUSTODY
The securities and funds held in Client's Investment Account shall be held in the custody of Scottrade,
or some other third party custodian, not an affiliate of POWIS CAPITAL MANAGEMENT, LLC. If a
third party custodian elected by the Advisor or Client is not Scottrade, the custodian must be specified
______________________________________________.
REPORTS
POWIS CAPITAL MANAGEMENT, LLC will furnish or cause Client to be furnished with quarterly
reports. These reports will include a detailed statement of the securities and cash held in the Investment
Account. Copies of transaction confirmations will be sent directly from the custodian. In addition,
POWIS CAPITAL MANAGEMENT, LLC will make an effort to respond promptly and fully to Client's
inquiries at any time on any matter related to the account.
(2)
FEES
The Client agrees to pay a fee quarterly, in advance, for the advisory services provided by the advisor
pursuant to this agreement. The fee will be calculated on the average daily balance for the preceding
period or the average daily balance for the partial preceding period, for new accounts. The Client
understands to the extent that the assets are allocated to investment company shares, certain costs may be
associated with the ownership of such shares as described in each prospectus. Certain services of the
custodian may require the customer to pay cost in addition to the advisory fee paid to the advisor. The
client agrees to be charged the below-referenced fees in accordance with the portfolio increment, and
that fees on all accounts may be negotiated without regard to account size. The fee schedule is as
follows:
Portfolio Increment Annual Client Fee Annual Fee Charged
0 - $100,000 2.5% _____________
$100,000-$500,000 2.0% _____________
$500,000-$1,000,000 1.5% ______________
$1,000,000 + 1.25% _______________
Transaction fee charge to (please check one)______Client_______Advisory Representative. If neither is checked, Client will be charged the transaction fee.
The Advisor fee will be charged directly against the Client's account when due, or some other account held by the custodian owned by the Client established in part to pay advisory fees. The custodian will determine the fee due by applying the annual fee charge specified by this agreement. The custodian will advise the Client of the fee, the fair market value of the account, and how the fee was calculated. After notification, the custodian will debit the Client's account and credit the Advisor's account. It is the Client's responsibility to verify the calculation of the fee.
BROKERAGE MATTERS
POWIS CAPITAL MANAGEMENT, LLC will use its good faith judgment in the best interest of the
Client when it places orders for the Investment Account.
ACKNOWLEDGMENTS
Client acknowledges receipt of the Annual Fee Schedule, the Client Investment Objectives, and Part II
of Form ADV as filed by POWIS CAPITAL MANAGEMENT, LLC with the Securities and Exchange
Commission.
Client will not require or expect POWIS CAPITAL MANAGEMENT, LLC to take any action or render any advice with respect to the voting of proxies with respect to any securities in the account.
All information and advice furnished by either party to the other will be treated as confidential and will not be disclosed to third parties except as required by law.
POWIS CAPITAL MANAGEMENT, LLC responsibility is limited to the portion of Client's assets which are allocated to the Investment Account. POWIS CAPITAL MANAGEMENT, LLC is not responsible for any improper concentration of investments or failure to diversify with respect to any assets not included in this Account.
(3)
If the Investment Account is a fund or a plan subject to the Employee Retirement Income Security Act of
1974 ("ERISA"), POWIS CAPITAL MANAGEMENT, LLC certifies that: (A) POWIS CAPITAL
MANAGEMENT, LLC is a Registered Investment Advisor under the Investment Advisors Act of 1940;
(B) POWIS CAPITAL MANAGEMENT, LLC acknowledges that it is a fiduciary with respect to the
fund (C) POWIS CAPITAL MANAGEMENT, LLC will notify the Client in writing within ten (10)
days if (A) or (B) cease to be true.
If client is a fund or plan subject to ERISA, Client represents that either (I) its fidelity bond currently includes POWIS CAPITAL MANAGEMENT, LLC as investment advisor to the extent required by applicable law or (ii) Client will promptly cause its fidelity bond to be amended to include POWIS CAPITAL MANAGEMENT, LLC as investment advisor to the extent required by applicable law. Client has furnished or agrees to furnish promptly to POWIS CAPITAL MANAGEMENT, LLC evidence that of such bonding.
TERMINATION
Client has the right to terminate contract within five (5) business days of entering into the contract.
Either POWIS CAPITAL MANAGEMENT, LLC or Client may terminate this contract at any time by
delivering a written notice to the other party. In such an event, Client will receive a pro rata refund of
fees prepaid for the portion of the contract period following termination.
This contract may not be amended, transferred, or assigned without Client's written consent.
If the foregoing currently states our understanding, kindly sign and return to us the enclosed copy of this contract.
Investment Advisor Representative (Name)
President,
Powis Capital Management, LLC
Accepted and agreed to as of:
Date Date
Account Holder Signature Joint Account Holder Signature
(If applicable)