EXHIBIT 10.8
RUSHMORE INVESTMENT ADVISORS. INC
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PROFESSIONAL ADVISORY AGREEMENT
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Rushmore Investment Advisors, Inc. (Advisor) and Xxxxxxxx X. Xxxxxxx (Client)
enter into this Professional Services Agreement (the Agreement) on 8-25-97
(Date).
1. SERVICES PROVIDED:
Advisor agrees to direct, implement, monitor and manage the investment and
reinvestment of certain assets of the Client and the proceeds thereof. The
listing of assets included in this agreement is provided in attachment "A"
hereto. The parties agree that, upon addition or deletion of any asset
covered under this Agreement, Advisor will maintain an updated listing of
all assets covered under this Agreement. The revised asset listing as
maintained by Advisor will be considered as the revised attachment "A" to
this agreement.
2. PROGRAM AND ADVISORY AUTHORITY:
Advisor's authority with respect to the Client assets shall be one of the
following as indicated:
___ 1. INDIVIDUAL MANAGED ASSET PROGRAM (IMAP) Discretionary - Advisor
shall have authority to purchase and/or sell assets on behalf Client
without obtaining approval for any transaction.
______ Rushmore Managed Account
______ Third-Party Managed
X
--- 2. MUTUAL FUND MANAGED ASSET PROGRAM (MFMAP) Discretionary - Advisor
shall have authority to purchase and/or sell assets on behalf of client
without obtaining approval for any transaction.
3. ACCOUNT RESTRICTIONS:
Advisor agrees to observe any specific Client investment policy, guidelines
and/or restrictions as provided by Client.
4. REPORT TO CLIENT:
Advisor shall provide Client with quarterly written statements regarding
assets managed by Advisor, including the market value of current holdings,
purchases and sales, and any income or expense items (including any
advisory fees to be paid to Advisor). Client will receive an annual report
including all quarterly statements, meeting notes, and copies of all
correspondents.
5. PROXY VOTING:
Unless specifically directed by Client, Advisor shall not assume
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responsibility for voting proxies on Client behalf.
6. BROKERAGE SERVICES:
Subject to Client approval, Advisor will select brokerage firms to execute
transactions on Client's behalf. Criteria used in selection process shall
include commission costs and execution capabilities. Advisor assumes
responsibility recommending brokerage firm and for negotiating brokerage
rates on Client's behalf. All brokerage commissions, stock transfer fees
and other
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00000 Xxxx Xxxx, Xxxxx 000 (000) 000-0000(Voice)
Xxxxxx, XX 00000 (000) 000-0000 (FAX)
similar charges relating to Client's investments shall be paid by Client.
Advisor shall not receive commissions for the sale or redemption of mutual
fund securities in Client's portfolio. Advisor may use an affiliated
broker/dealer to efficiently execute trades for Client's portfolio.
Transaction fees for mutual fund securities received by any affiliated
broker dealer shall not exceed the transaction charges on the Advisory Fee
Schedule in Exhibit A. In addition Advisor may receive administrative
service fees from various mutual fund sponsors for rendering specific
services to the mutual fund. This is separate from 12(b)1 administrative
service fee paid on some mutual funds to the broker/dealer of record.
7. CUSTODY OF ASSETS:
Client acknowledges that Advisor will not have custody of Client's funds.
Client retains responsibility for custodianship of all Client assets.
Client acknowledges that Advisor is only providing advisory services
described in this Agreement and that Advisor retains no custody or
possession of the assets in the Client's account and performs no depository
services with respect to Client's account.
8. CONFIDENTIALLY OF INFORMATION:
All advice as provided by Advisor is to be confidential, and not publicized
or communicated to any outside third party without the written consent of
Advisor and Client, except as required by applicable state or federal law.
9. FEES:
Fees payable to Advisor for advisory services shall be calculated as a
percentage of the average daily market value of the assets managed,
according to the fee schedule shown below. Fees shall become due payable at
the end of each calendar quarter in which the Client's assets are managed
by Advisor. A deposit, equal to the fees calculated according to the fee
schedule below, based on the balance at the beginning of each quarter, will
be retained by Advisor until the end of each quarter at which time the fees
are due and payable. Advisor shall notify Client in writing of the amount
of fees due, how the fees were calculated, and the value of the assets on
which the fees were computed. Client will provide for an automatic draft to
be established for payment of all fees. The base number for fee calculation
shall be the assets under management by Advisor as of the end of each
calendar quarter. Fees for a partial quarter shall be calculated on a pro
rata basis assuming 365 day year. Advisor does not offer any fee schedule
based on account performance. All Accounts are subject to a minimum
quarterly fee of $500.00.
FEE SCHEDULE
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Assets Managed (average daily balance in quarter) Xxx Rate Qtly Rate
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Amounts equal to or less than $250,000 2.00% .5000%
Amounts greater than $250,000 or equal to $500,000 1.75% .4375%
Amounts greater than $500,000 but less than or equal to $1,000,000 1.50% .3800%
Amounts greater than $1,000,000 but less than equal to $3,000,000 1.00% .2500%
Amounts greater than $3,000,000 negotiable
All fees are payable monthly or quarterly and are negotiable with Client.
Where advanced retainers are deposited, and are not for more than three
months in advance, and if the engagement is subsequently terminated, any
unearned fees will be refunded to Client. Client agrees that the
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00000 Xxxx Xxxx, Xxxxx 000 (000) 000-0000 (Voice)
Xxxxxx, Xx 00000 (000) 000-0000 (FAX)
Advisor may send bills for its fees for direct payment by the bank or firm
holding Client's securities and funds, provided that at the same time
Advisor sends a copy of its billing to Client showing the amount of the
fee, the value of the Client's assets on which the fee is based, and the
specific manner in which the fee is calculated.
10. ASSIGNABILITY:
This Agreement may not be assigned to any third party by without written
consent of Client. This agreement shall be binding upon and inure to the
benefit of the parties, and successors, heirs and assigns of Client.
11. DIVISIBILITY OF AGREEMENT:
If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining
provisions shall nevertheless continue in full force and effect without
being impaired or invalidated in any way.
12. TERM OF AGREEMENT:
This Agreement shall take effect as of the date of execution by both
parties, and shall continue in effect until terminated by either party, one
to the other, upon thirty days written notice.
13. APPOINTMENT OF RUSHMORE AS ATTORNEY-IN-FACT:
Subject to the elections in paragraph 2, Client agrees to appoint Advisor
its agent and attorney-in-fact in connection with assets managed by Advisor
for Client, including but not limited to, purchase and sale of securities,
clearance and settlement of securities transactions, transfer, receipt, and
delivery of securities or cash, and authorizes Advisor to give such
instructions and to act on behalf of the Client with respect to the managed
assets in the same manner and with the same force and effect as if the
Client acted directly. This Limited Power of Attorney shall remain in
effect until authority is revoked by Client upon receipt by Advisor of
written notice of such revocation. A copy of the Limited Power of Attorney,
once executed, will be attached hereto as exhibit B.
14. ENTIRE AGREEMENT:
This Agreement supersedes any and all other agreements, either oral or in
writing, between the parties hereto with respect to the subject matter and
contains all of the covenants and agreements between the parties with
respect to said matter. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which
are not embodied herein, and that no other agreement, statements, or
promises not contained in this Agreement shall be valid or binding.
I5. GOVERNING LAW:
This agreement shall be governed by and construed in accordance with the
laws of the State of Texas
16. NOTICES:
Notices under this Agreement shall be in written form, and directed to the
designated representatives of Advisor and Client as shown below. Both
Advisor and Client warrant that the
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00000 Xxxx Xxxx Xxxxx 000 (000) 000-0000(Voice)
Xxxxxx, XX 00000 (000) 000-0000 (FAX)
parties designated below and executing this Agreement are duly authorized
to enter into this Agreement on behalf of their respective entities.
17. RECOMMENDATIONS:
The recommendations to be provided under this agreement are advisory in
nature, and Client expressly agrees that Advisor shall not be held liable
in any manner with reference to the investment performance of Advisor's
recommendations, provided those recommendations are duly provided by
Advisor in good faith, with reasonable care and consideration for Client's
circumstances.
18. ARBITRATION:
Any controversy or claim arising out of or related to this agreement, or
any breach thereof, shall be settled by arbitration, in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and
Judgment upon the award rendered by the Arbitrator(s) may be entered into
any Court having jurisdiction thereof.
19. OTHER ACKNOWLEDGMENTS:
Client acknowledges that it has received at least 48 hours in advance of
signing this agreement, a disclosure statement from Advisor that includes
(i) any affiliations with any securities dealer or other investment advisor
and the nature of such affiliation, (ii) the Advisor's fee schedule and the
extent to which such fees are negotiable, (iii) the extent to which the
Advisor will also act as principal or as an agent to execute recommended
transactions in securities, and (iv) other information about Advisor. Such
disclosure may be satisfied by delivery to Client of Part II of the form
ADV of Advisor, as filed with the Securities and Exchange Commission.
RUSHMORE: CLIENT: PLEASE PRINT
NAME & ADDRESS
RUSHMORE INVESTMENT ADVISORS, INC. /s/Xxxxxxxx X Xxxxxxx
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00000 XXXX XXXX, XXXXX 000 10323 Cimmaren Tr.
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XXXXXX, XX 00000 Xxxxxx XX 00000
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ACCEPTED, this 5 day of September, 1997.
By: By:
/s/ X. X. Xxxxxx /s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxxx X. Xxxxxx, President Client
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00000 Xxxx Xxxx, Xxxxx 000 (000) 000-0000 (Voice)
Xxxxxx, XX 00000 (000) 000-0000 (FAX)
