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Calabash Asset Management, LLC

INVESTMENT ADVISORY CONTRACT

11604 Moorestown Place
North Potomac, Maryland 20878
Glaister Welsh
Managing Member and Chief Compliance Officer

The undersigned (“Client”), being duly authorized, has established an account (the “Account”) and hereby agrees to engage Calabash Asset Management, LLC (“Calabash”) on the following terms and conditions.

  • .Appointment of Calabash Asset Management,LLC Client hereby appoints Calabash as investment adviser for the Account. Calabash shall supervise and direct the investments of and for the Account, subject to the objectives set forth in Client’s written Investment Policy Statement attached as Exhibit I. The persons authorized to act on behalf of Client with respect to the Account are identified in Exhibit IV. Client agrees to promptly notify Calabash in writing of any changes to the information contained on the Investment Policy Statement or other information pertinent to the Account and to provide Calabash with prior written notice of any changes in the identity of persons authorized to act on behalf of Client with respect to the Account.

  • Services by Calabash.By execution of this Agreement, Calabash hereby accepts the appointment as investment adviser for the Account and agrees from and after the effective date, as referred to in the signature page:

    (a)to supervise and direct the investments of the Account in accordance with the investment objectives of Client as listed on the attached Exhibit I and as communicated hereafter to Calabash from time to time; and

    (b)to appraise and review, at least monthly during the period of this Agreement investments of the Account, as initially accepted by Calabash, together with all additions, substitutions and alterations thereto.

    It is understood and agreed that Calabash, in the maintenance of records for its own purposes, or in making such records or the information contained therein available to Client or any other person at the direction of Client, does not assume responsibility for the

    accuracy of information furnished by Client or any other person.

  • Procedure.All transactions authorized by this Agreement shall be consummated by payment to or delivery by Client to a custodian or other authorized third party (the “Authorized Third Party”). The Authorized Third Party at the time this Agreement is executed is identified in Exhibit III hereto. All funds/securities will be delivered between Client and the Authorized Third Party only. Instructions of Calabash to Client or the Authorized Third Party with respect to investments shall be made in writing or electronically and confirmed as soon as practicable thereafter. If the identity of Client’s Authorized Third Party changes, then Client will provide Calabash with prompt, written notice of the change. Client hereby authorizes Calabash to receive from the Authorized Third Party a copy of any agreement between Client and the Authorized Third Party in effect at any time with respect to the Account.

  • Service to Other Clients.It is understood that Calabash performs investment advisory services for various clients and that the services provided by Calabash are offered/rendered on a non-exclusive basis. Client agrees that Calabash may give advice and take action in the performance of its duties with respect to any of its other clients which may differ with the advice given or action taken with respect to the Account, so long as it is Calabash’s policy, to the extent practical, to allocate investment opportunities to the Account over a period of time on a fair and equitable basis relative to other clients. Nothing in this Agreement shall be deemed to confer upon Calabash any obligation to acquire for the Account a position in any security which Calabash, its principals or employees may acquire for its or their own accounts or for the account of any other client, if in the sole and absolute discretion of Calabash it is not for any reason practical or desirable to acquire a position in such security for the Account.

  • Client Accounts.Client has opened or may open an account with a custodian for the execution of securities transactions and custodial services. If Client elects to use a custodian other than the custodian suggested by Calabash, then Calabash may not be able to negotiate the best commission rates. The custodian is identified in Exhibit III hereto.

  • Inside Information.Calabash shall have no obligation to seek to obtain any material nonpublic (“inside”) information about any issuer of securities, and shall not purchase or sell, or recommend for purchase or sale, for the Account the securities of any issuer on the basis of any such information as may come into its possession.

  • Liability.Calabash shall not be liable to the Client for any independent acts or omissions by third parties. A person who is not a party to this Agreement has no rights to enforce any term of this Agreement and this Agreement shall not be deemed to create any third party beneficiary rights.

  • Proxies.Calabash will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security.

  • Fees.The compensation of Calabash for its services rendered here under shall be calculated in accordance with the Schedule of Fees attached hereto as Exhibit II. Client shall be given thirty (30) days’ prior written notice of any proposed increase in fees. Any increase in fees shall be accompanied by an amendment or the execution of a new contract, with signatures from both parties evidencing acknowledgment and acceptance of the new fees.

    / Calabash is authorized to withdraw fees directly from the Account.

  • Valuation.In computing the market value of any investment of the Account, the securities in the Account listed on a national securities exchange or otherwise subject to current last-sale reporting shall be valued at the amount reported on the statement that Client receives from the Authorized Third Party. Such securities which are not traded nor subject to last-sale reporting shall be valued at the latest available bid price reflected by quotations furnished to Calabash by such sources as it may deem appropriate. Any other security shall be valued in such manner as shall be determined in good faith by Calabash and the Client to reflect its fair market value.

  • Representations by Client.The execution and delivery of this Agreement by Client shall constitute the representations by Client that the terms hereof do not violate any obligation by which Client is bound, whether arising by contract, operation of law or otherwise; that if Client is an entity other than a natural person (a) this Agreement has been duly authorized by appropriate action and is binding upon Client in accordance with its terms and (b) Client will deliver to Calabash such evidence of such authority as Calabash may reasonably require, whether by way of a certified corporate resolution or otherwise; Calabash is responsible only for the Account and not for the diversification or prudent investment of any outside assets or holdings of Client.

    This section applies only if your Account is for a pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).If Client is an ERISA plan (not simply a plan member) and the Account is for the assets or holdings of such ERISA plan, then Calabash acknowledges that it is a “fiduciary” within the meaning of ERISA and Section 4975(e)(3) of the Code. Client represents that Calabash has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client authority to retain Calabash. Client acknowledges that he/she is a “named fiduciary” with respect to the control or management of the assets in the Account. Client will furnish promptly to Calabash the governing plan documents, any amendment to the plan, and Client agrees that, if any amendment affects Calabash rights or obligations, the amendment will be binding on Calabash only when agreed to by Calabash in writing. If the Account contains only a part of the assets of the plan, Client understands that Calabash will have no responsibility for the diversification of all of the plan’s investments and that Calabash will have no duty, responsibility or liability for Client assets that are not in the Account. If ERISA or other applicable law requires bonding with respect to the assets in the Account, upon written request by Calabash, Client will obtain and maintain at Client expense bonding that satisfies the requirements of Section 412 of ERISA and covers Calabash and affiliated persons of Calabash.

  • Representations by Calabash.By execution of this Agreement, Calabash represents and confirms that it is registered as an investment adviser pursuant to applicable laws and regulations

  • Amendment; Termination.This Agreement contains the entire agreement between the parties, may not be modified or amended except in writing as executed by both parties, and remains in force and effect unless terminated by either party as discussed herein. Client may terminate the Agreement within five (5) business days of signing the Agreement, without penalty or fee. Thereafter, this Agreement shall continue in effect until terminated by either party bygiving to the other party written notice; provided that the Client may at any time, upon delivery of written notice to Calabash, terminate the discretionary authority of Calabash.

  • Notices.All notices and other communications contemplated by this Agreement shall be deemed duly given if delivered to Calabash at: 11604 Moorestown Place, North Potomac, Maryland 20878, to the attention of its Chief Compliance Officer, and to Client at the address appearing below, or at such other address or addresses as shall be specified, in each case, in a written notice similarly given.

  • Governing Law.The validity of this Agreement and the rights and liabilities of the parties hereunder shall be determined in accordance with the laws of the state in which the client resides except to the extent preempted by ERISA or other federal or state laws or regulations.

  • Exhibits.The following Exhibits are attached hereto and incorporated as part of this Agreement:

    Exhibit I - Investment Policy Statement

    Exhibit II - Schedule of Fees

    Exhibit III - Identification of Authorized

    Third Party

    Exhibit IV - Authorized Firm Persons

  • Authority.(Discretionary Investment Management)

    / Except as otherwise set forth in this Agreement, Client authorizes Calabash to investigate, purchase, and sell on behalf of Client, various securities and investments. Calabash is authorized to execute purchases and sales of securities on Client’s behalf without consulting Client regarding each sale or purchase.

  • Receipt. / Client acknowledges receipt of Form ADV Parts 2A and 2B and Calabash’s Privacy Policy Statement.

  • Consent to Electronic Delivery
    Client hereby consents to receive via e-mail or other electronic delivery method for various communications, documents, and notifications from Calabash. These items may include but are not limited to: all statements or reports produced by Calabash; trade confirmations; billing invoices; all Form ADV brochures; privacy policy statements; and any other notices or documentation that Calabash chooses to provide on an ongoing or occasional basis. Client agrees to immediately notify Calabash of any changes to Client’s e-mail address shown below or other electronic delivery address.

  • Assignment.No assignment of this Agreement may be made by any party to this Agreement without the prior written consent of the other parties hereto. Subject to the foregoing, this Agreement shall inure to the benefit and be binding upon the parties hereto, and each of their respective successors and permitted assigns.

  • Confidential Relationship.All information and advice furnished by either party to the other shall be treated as confidential and shall not be disclosed to third parties except as required by law and as described in Calabash’s Privacy Policy Statement.

  • Death or Disability.If Client is a natural person, then Client’s death, incapacity, disability, or incompetence will not terminate or change the terms of this Agreement. However, Client’s guardian, executor, attorney-in-fact, or other authorized representative may terminate this Agreement by giving us written notice in accordance with the termination provisions of this Agreement.

  • Title to Assets.Except to the extent Client has notified, or in the future notifies, Calabash in writing, Client represents that assets in the Account belong to Client free and clear of any lien or encumbrances.

  • Market Conditions.Client acknowledges that Calabash’s past performance and advice regarding client accounts cannot guarantee future results.

    AS WITH ALL MARKET INVESTMENTS,
    CLIENT INVESTMENTS CAN
    APPRECIATE OR DEPRECIATE.
    Calabash does not guarantee or warrant that services offered will result in profit.

IN WITNESS THEREOF, the parties have executed this Agreement on the date stated below.

Client Name: Representative of Calabash Asset Management, LLC
Client Signature Date
Adviser Signature Date
Client Signature Date
 
 
Client Street Address:
City: State: Zip:
Phone: E-Mail(s):

Investment Policy Statement

Creation Date:

Personal information

Income & net worth

($)
($)

Risk tolerance & investment objectives

Acceptable percentage of principal loss in a short term period? (less than 1 year)

Up to 5%Up to 10%Up to 15%Up to 20%Up to 25%

What is your desired annual rate of return?

0-2.5%2.5-5%5-7.5%7.5-10%10%+

Which of the following statements best describes your investment objectives?

My highest priority is to preserve my investments and I am willing to accept minimal return in order to do soI seek to generate income from my investments and am interested in investments that have historically demonstrated a low degree of risk of loss of principal valueI seek to grow the principal value of my investments over time and, in pursuit of these gains, am willing to invest in securities that have historically demonstrated a moderate degree of risk to loss of principal valueI seek to accelerate somewhat the growth of the principal value of my investments over time and, in pursuit of these gains, am willing to invest in securities that have historically demonstrated a moderate to above average degree of risk of loss of principal valueI seek a significant appreciation of the principal value of my investments and, in pursuit of these gains, am willing to accept a greater degree of risk by investing in securities that have historically demonstrated a high degree of risk o floss of principal

How would you respond in the event of a decline in the value of your investments?

I would sell my investments immediately if they were to suffer substantial declinesAlthough declines in investment value make me uncomfortable, I would wait one to two quarters before adjusting my portfolioI can endure significant declines in the value of my investments and would wait at least one year before adjusting my portfolioEven if my investments were to suffer a significant decline over several years, I would continue to follow my long-term investment strategy and not adjust my portfolioI would increase the amount invested in my portfolio in anticipation of an increase in value - Which of the following scenarios would make you more uncomfortable?

Which of the following scenarios would make you more uncomfortable?

Making an investment and watching it decline in valueSelling an investment and watching it increase in value

During the decline in stock market values that took place from 2007 through 2009, what action did you take with respect to your investments?

Sold all equity holdingsModerately decreased equity holdingsNo changesModerately increased equity holdingsSignificantly increased stock holdingsNot applicable

In general, how did you feel about the decline in stock market values from 2007 through 2009?

High level of anxietyModerate level of anxietyAcceptance that short-term losses are part of investing and assurance that the risk I took was reasonable given the potential long-term gains of my investmentsIndifferenceExcited to be able to invest in assets that had declined in value

How would you describe your level of knowledge with regard to finance and investing?

Minimal. I have very little interest in understanding finance and investing, or I have not had the opportunity to learn.Low. I have basic knowledge of finance, such as understanding what stocks and bonds are.Medium. I have knowledge beyond basic products and I understand diversification and other financial and investing terminology and strategy.High. In addition to understanding most financial products and terminology, I understand factors that affect the price of stocks and bonds.Advanced. I have an in-depth knowledge of most financial products, including stocks, bonds, and options. I understand overall market risk as well as company-specific risk

For how many years, if any, have you owned each of the following types of investments?

Stocks

Bonds

Options

Variable annuities

ETFs

REITs

Limited partnerships/Private Placements