Van Rensselaer, Ltd. Investment Management
Xxxxxx
Insurance Group,
Inc.
Exhibit
10.11
Van
Rensselaer, Ltd.
Investment
Management
Non-Discretionary
AGREEMENT,
made this 1st day
of September, 2004 between the undersigned party, Xxxxxx Insurance Group, whose
mailing address is X.X. Xxx 000, Xxxxxxxxxx,
XX, 00000
(hereinafter
referred to as the "CLIENT");
and
Van
Rensselaer, Ltd., a registered Investment Advisor, d/b/a S.E.C. #801-40354 whose
mailing address is 0 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000
(hereinafter referred to as the "ADVISER").
1. Scope of
Engagement
a. The
CLIENT hereby appoints the ADVISER as an Investment Adviser to perform the
services hereinafter described, on a non-discretionary basis, and the ADVISER
accepts such appointment. The ADVISER shall provide CLIENT with recommendations
for the investment and reinvestment of those assets of the CLIENT designated by
the CLIENT to be subject to the ADVISER's management (the
"ASSETS").
b. The
CLIENT agrees to provide information and/ or documentation requested by ADVISER
in furtherance of this Agreement, as pertains to CLIENT's income, investments,
taxes, estate plan, etc. The CLIENT also agrees to discuss with ADVISER his
investment objectives, needs and goals, and to keep ADVISER informed of any
changes regarding same. The CLIENT acknowledges that ADVISER can not adequately
perform its services for the CLIENT unless the CLIENT diligently performs his
responsibilities under this Agreement. ADVISER shall not be required to verify
any information obtained from the CLIENT, CLIENT's attorney, accountant or other
professionals, and is expressly authorized to rely thereon. The CLIENT is free
at all times to accept or reject any recommendation from ADVISER, and the CLIENT
acknowledges that he has the sole authority with regard to the implementation,
acceptance, or rejection of any recommendation or advice from
ADVISER;
0
Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000
000-000-0000
Fax: 000-000-0000
c.
ADVISER's recommendations are based upon its professional judgement. ADVISER can
not guarantee the results of any of its recommendations.
d. The
CLIENT is free to obtain legal, accounting, and brokerage services from any
professional source to implement the recommendations of ADVISER. CLIENT will
retain absolute discretion over all investment and implementation decisions.
ADVISER shall cooperate with any attorney, accountant, or broker chosen by the
CLIENT with regard to implementation of any recommendation.
2. Adviser
Compensation
a. The
ADVISER's annual fee for investment management services provided under this
agreement shall be 0.90%.
This
annual fee shall be pro-rated and payable in quarterly installments calculated
at 1/4 of the above annual fee. The initial fee will be due in full on the date
the Account is accepted by the ADVISER ("opening date"), and will be based on
the Account asset value on that date. The period which such payment covers will
run from the opening date through the last business day of the current calendar
quarter, and the fee will be pro-rated accordingly. Thereafter, the quarterly
renewal fee will be based on the Account asset value on the last business day of
the previous quarter, and will become due the following business day. If
additional cash, securities or other investments are accepted for management in
the account during a fee period, the applicable fee, pro-rated for the number of
days remaining in the fee period and covering the total value of the accepted
Assets, will be calculated by the ADVISER and will become due on the date of
such acceptance. No increase in the annual fee shall be effective without prior
written notification to the CLIENT.
b. No
portion of adviser compensation shall be based on capital gains or capital
appreciation of client assets except as provided for under the Investment
Advisers Act of 1940.
c. The
ADVISER is authorized to cause the CLIENT's clearing broker and/or the custodian
of the ASSETS to charge the CLIENT's account for the amount of the ADVISER's fee
and to remit such fee to the ADVISER.
3.
Directions to the
Adviser.
a. All
directions by the CLIENT to the ADVISER (including directions relating to
changes in the CLIENT's investment objectives) shall be in writing and shall be
effective upon receipt by the ADVISER. The ADVISER shall be fully protected in
relying upon any such instruction until it has been duly advised in writing of
changes therein.
b. The
ADVISER, acting in good faith, shall not be liable for any action, omission,
information or recommendation in connection with this Agreement or investment of
the ASSETS, except in the case of the ADVISER's actual misconduct or willful
violation of any applicable
statue, provided, however, that this limitation shall not act to relieve the
ADVISER from any responsibility or liability the ADVISER may have under federal
or state securities acts.
4.
Brokerage
Transactions
a. The
CLIENT recognizes and agrees that in order for the ADVISER to discharge its
responsibilities, he may, upon authorization from the CLIENT, engage in
securities brokerage transactions described in paragraph 1 c herein, all of
which securities transactions must be effected through a registered
broker-dealer.
b. CLIENT
may direct ADVISER in writing to effect securities brokerage transactions
through a specific registered broker-dealer.
c. Unless
the CLIENT directs otherwise in writing, all such securities brokerage
transactions shall be effected through American Portfolio Financial Services,
Inc., a registered broker-dealer.
d. CLIENT
acknowledges that ADVISER is a registered representative of American Portfolio
Financial Services, Inc. and in such capacity ADVISER may effect securities
transactions for CLIENT's account. Accordingly, ADVISER may receive brokerage
commissions for transactions executed for CLIENT's account in accordance with
existing federal and state securities laws.
5.
Proxies
a. The
CLIENT retains the right to direct the manner in which proxies solicited by
issuers of securities beneficially owned by the CLIENT shall be
voted.
b. The
ADVISER is authorized to instruct the custodian of the ASSETS to promptly
forward to the ADVISER all communications received by such custodian in
connection with the ASSETS, including proxy ballots duly executed by such
custodian as the records owner of the ASSETS.
6.
Annual
Reports
The
ADVISER shall furnish the CLIENT with periodic investment reports showing the
ASSETS and market values for each security included in the ASSETS.
7.
Termination
The
ADVISER and the CLIENT shall each have the right to terminate this Agreement
upon 30 days prior written notice. Termination by either CLIENT or ADVISER shall
not have the effect of cancelling existing orders to deposit or invest cash or
to purchase or sell securities or other property made prior to the receipt of
the notice of termination. A pro-rated refund of the annual fee will be made at
the conclusion of the 30 day period.
8.
Assignment
This
Agreement may not be assigned by either the CLIENT or the ADVISER without the
prior written consent of the other party. However, CLIENT agrees that ADVISER
shall be permitted to assign this Agreement to a corporation of which ADVISER is
a shareholder without CLIENT's consent.
9.
Non-Exclusive
Management.
ADVISER,
its officers, employees, and agents, may have or take the same or similar
portions in specific investments for their own accounts, or for the account of
other clients, as the ADVISER does for the ASSETS. CLIENT expressly acknowledges
and understands that ADVISER shall be free to render investment advice to others
and that ADVISER does not make its investment management services available
exclusively to CLIENT.
10. Arbitration.
All
controversies arising out of or relating in any manner to this account, to
transactions effected with or by the ADVISER or relating to advice rendered by
the ADVISER or its initiation or implementation of transactions based upon such
advice, or any other matter arising under this Agreement or relating to any
alleged breach thereof, including claims based upon or arising under federal
and/or state securities laws or regulations, shall be determined by arbitration
under the auspices and rules of either the National Association of Securities
Dealers, or the American Arbitration Association ("AAA"), provided that either
the NASD or AAA accepts jurisdiction over the matter in controversy. It is
understood that such arbitration is final and binding upon the parties and that
by executing this Agreement the CLIENT is waiving his right to seek remedies in
court, including the right to a jury trial, and CLIENT has had a reasonable
opportunity to review same, and discuss this arbitration provision with counsel
of his choosing, prior to the execution of this Agreement: However, it is
expressly understood and agreed by the CLIENT that in the specific event of the
CLIENT's non-payment of any portion of "Adviser Compensation" pursuant to
paragraph 2a herein, for whatever reason, ADVISER, in addition to the
aforementioned arbitration remedy, shall be free to pursue all other legal
remedies available to it under law, including the right to seek collection
remedies in a court of law.
11.
Disclosure
Statement.
The
CLIENT hereby acknowledges prior receipt of a copy of the Disclosure Statement
of the ADVISER as same is set forth on Part II of Form ADV (Uniform Application
for Investment Adviser Registration). CLIENT further acknowledges that he has
had a reasonable opportunity (i.e. at least 48 hours) to review said Disclosure
Statement, and to discuss the contents of same with professionals of his
choosing, prior the execution of this Agreement.
12.
Applicable
Law.
To the
extent not inconsistent with applicable federal law, this Agreement shall be
construed pursuant to, and shall be governed by, the laws of the State of New
Jersey.
13.
Referral
Fees.
If CLIENT
was introduced to ADVISER through a Solicitor, ADVISER may pay that Solicitor a
referral fee in accordance with Rule 206(4)-3 of the Investment Advisers Act of
1940. The referral fee shall be paid solely from "Adviser Compensation" as
defined in paragraph 2a of the Agreement, and shall not result in additional
charge to the CLIENT.
14.
Beneficiaries of
Agreement.
This
Agreement shall inure to the benefit of the parties hereto and their respective
successors and assigns, except as otherwise provided herein.
15.
Communications in
Writing.
All
required communications from CLIENT to ADVISER or from ADVISER to CLIENT (where
applicable) pursuant to paragraphs 3a, 4b and 7 herein, shall be in writing and
forwarded by certified mail-return receipt requested or by express mail to the
current address of the recipient.
_________________________________
,
Client
BY: _______________________
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Xxxxxxx
X.X. Xxxxxx
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President
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Van
Rensselaer, Ltd.
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