Capital Consulting & Asset Management
“InvestRx” Consulting Agreement
This “InvestRx” Agreement (“Agreement”) is entered into between and agreed to by the client as described below ("Client") and Capital Consulting & Asset Management (“CCAM”), a registered investment adviser located at 140 North 8th Street, Suite 410, The Apothecary, Lincoln, NE 68508. By executing this Agreement, Client retains CCAM to provide the services described in this Agreement. The parties agree that any electronic signatures or electronic attestations appearing on or otherwise executed in conjunction with this Agreement are legally binding and are made with the same intent and effect as a handwritten signature for the purposes of validity, enforceability and admissibility.
1. Scope of Work. CCAM agrees to provide Client with a written report containing the financial recommendations of the CCAM Advisor in relation to Client’s stated goals and objectives. These recommendations will be made using data collected from Client via phone call, video conference, email, form submission, or other means.
Advisor may provide specific consultation services regarding investment and financial concerns of the client such as asset allocation and style analysis, investment policy and guidelines, investment manager searches, due diligence, performance monitoring, managing fiduciary responsibility and employee education and communication. Clients can also receive advice on specific areas of concern such as: education planning, estate planning, retirement planning, or any other specific topic.
2. Fees. CCAM charges a flat fee for consulting services under the InvestRx platform. A typical fee of $250 will be charged for the Financial Roadmap, but CCAM has the right to charge more or less based on the services provided or other factors. The fee will be charged up front at the time of booking and may not be changed once paid.
Once fee is paid by client, services must be completed by CCAM within 2 weeks. If they cannot be completed within the given timeframe, a written explanation must be given to client. If new or ongoing services are requested by Client, a new fee agreement must be signed.
CCAM believes that its fee is reasonable in relation to: (1) services provided under this Agreement and (2) the fees charged by other investment advisers offering similar services/programs. However, the planning fee of CCAM may be lower or higher than that charged by other investment advisers offering similar services/programs
3. Client’s Responsibilities. Client recognizes the value and usefulness of the services of CCAM will depend upon the accuracy and completeness of the information that Client provides to CCAM, upon Client’s active participation in the formulation of the objectives and in the implementation of the advice to attain those objectives. Client will provide CCAM all requested information and required documents that CCAM may reasonably request in order to permit a complete evaluation and preparation of the recommendations for Client. CCAM will not be responsible for the verification of the information and documentation provided by Client.
Client will notify CCAM in writing through the Digital platform of any material change to Client's financial circumstances or investment objectives. It is the responsibility of Client to maintain complete, accurate, and current information on the digital platform.
4. Non-Exclusive Relationship. Client acknowledges and agrees that CCAM may manage investments for other clients and may give other clients advice or take actions for them, for CCAM’s accounts or for accounts of persons related to CCAM that is different from the advice CCAM gives Client or actions CCAM takes for Client. CCAM is not obligated to buy, sell or recommend for Client any security or other investment that CCAM may buy, sell or recommend for any other clients, for CCAM’s accounts or for the accounts of persons related to CCAM.
If CCAM obtains material, non-public information about a security or its issuer that CCAM may not lawfully use or disclose, CCAM will have no obligation to disclose the information to Client or use it for Client’s benefit.
5. Basis of Advice/Decisions. Client acknowledges that CCAM obtains information from a wide variety of publicly available sources. CCAM does not have, nor does it claim to have, sources of inside or private information. The recommendations developed by CCAM are based upon the judgment of CCAM. CCAM cannot guarantee the results of its recommendations.
6. Risk. There are significant risks associated with investing in securities including the complete loss of all principal invested, and this risk applies even when the Account is managed by CCAM. Past performance of any security does indicate its future performance. CCAM cannot guarantee the future performance of the Account, promise any specific level of performance or promise that CCAM’s investment decisions, strategies or overall management of the Account will be successful. Client represents that no party has made any guarantee, either oral or written, that Client’s investment objectives will be achieved.
The investment recommendations and any decisions of CCAM on behalf of Client are subject to various market, currency, economic, political and business risks, and will not necessarily be profitable
Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and this Agreement does not waive or limit Client’s rights under those laws.
7. Conflicts of Interest. The following disclosures are provided regarding the background and business practices of CCAM:
(a) Registered Representative. In a capacity separate from CCAM, the individuals serving as investment adviser representatives of CCAM can also be registered representatives of a broker/dealer. Client is not obligated in any manner to utilize the services of the broker- dealer.
As a result of this relationship, such broker-dealer may have access to certain confidential information (e.g., financial information, investment objectives, transactions and holdings) about Client, even if Client does not establish any account through the broker-dealer. If
If Client elects to utilize the services of an individual serving as an investment adviser representative of CCAM in his or her separate capacity as a registered representative of a broker-dealer, this individual may recommend, for Transaction Fees, general securities products such as stocks, bonds, mutual funds, exchange-traded funds, and variable annuity and variable life products to Client. As such, this individual may suggest that Client implement investment advice by purchasing securities products through a Transaction Fee based brokerage account in addition to or in lieu of a fee-based investment-advisory account. This receipt of Transaction Fees creates an incentive to recommend those products for which this individual will receive a Transaction Fees in his or her separate capacity as a registered representative of a broker-dealer. Consequently, the objectivity of the advice rendered to Client could be biased. However, as of June 2018, CCAM and/or InvestRx has yet to utilize their Broker Dealer for any of the above transactions.
(b) Insurance Agent. CCAM is licensed as an insurance agency and your investment adviser representative is licensed as an insurance agent. You may work with your investment adviser representative in his or her separate capacity as an insurance agent. When acting in his or her separate capacity as an insurance agent, the investment adviser representative may offer, for Transaction Fees, general disability insurance, life insurance, annuities, and other insurance products to you. As such, your investment adviser representative in his or her separate capacity as an insurance agent, may suggest that you implement recommendations of CCAM by purchasing disability insurance, life insurance, annuities, or other insurance products. This receipt of Transaction Fees creates an incentive for the representative to recommend those products for which your investment adviser representative will receive a Transaction Fees in his or her separate capacity as an insurance agent. Consequently, the advice rendered to you could be biased. You are under no obligation to implement any insurance or annuity transaction through your investment adviser representative.
(c) IRA Rollover. When recommending that Client rollover his or her account from current retirement plan to an IRA, CCAM and its investment advisor representatives have a conflict of interest. Advisor and its representatives can earn investment advisory fees by recommending that Client rollover his or her account at the retirement plan to an IRA; however, Advisor and its investment advisor representatives will not earn any investment advisory fee if Client does not rollover the funds in the retirement plan (unless Client retained Advisor to provide advice about my retirement plan account). Thus, Advisor and its investment advisor representatives have an economic incentive to recommend a rollover of my retirement plan account, which is a conflict of interest. Advisor has taken steps to manage this conflict of interest arising from rolling over funds from an ERISA covered
retirement plan to an IRA and Advisor has adopted an impartial conduct standard through its code of ethics.
8. Assignment. This Agreement cannot be assigned or transferred in any manner by any party without the consent of all parties receiving or rendering services under this Agreement.
9. Client Conflicts. If this Agreement is between CCAM and related or joint clients (e.g. husband and wife, life partners, etc.), CCAM’s services will be based upon the joint goals communicated by Client to CCAM. CCAM will be permitted to rely upon instructions from either party, who has signed this Agreement as a client, with respect to disposition of the Account, unless and until such reliance is revoked in writing to CCAM. CCAM will not be responsible for any claims or damages resulting from such reliance or from any change in the status of the relationship between the clients.
10. Client Death or Disability. Client’s death, disability or incompetency will not automatically terminate or change the terms of this Agreement. However, Client’s executor, guardian, attorney-in-fact or other authorized representative may terminate this Agreement by giving written notice to CCAM.
11. Termination. The services under this Agreement are continuous until terminated by either party as described below. The services will terminate upon delivery of the financial plan to Client from CCAM, or when either party provides written notice of termination to the other party. Termination of this Agreement will not affect (i) the validity of any action previously taken by CCAM under this Agreement; (ii) liabilities or obligations of the parties from transactions initiated before termination of this Agreement; or (iii) Client’s obligation to pay the financial planning fee. Upon the termination of this Agreement, CCAM will have no obligation to recommend or take any action regarding the client
12. Confidentiality. Any non-public information about Client will be treated as confidential and will not be disclosed to third parties except as required by law or to adopt the services under this Agreement. Any disclosure by CCAM to third parties of non-public information provided by Client will be made in accordance with applicable law and the privacy policies of CCAM as may be amended from time to time.
13. Notice. Any notice or other communication required or permitted to be given pursuant to this Agreement will be deemed to have been duly given when delivered in person, or sent by fax or e-mail, sent by overnight courier, or three days after mailing by registered mail (postage prepaid). All notices or communications to CCAM should be sent to the main address of CCAM. All notices or communications to Client will be sent to the email address provided by Client.
14. Applicable Law. This Agreement will be construed under the laws of the State of Nebraska. Nothing in this Agreement will be construed contrary to the Investment Advisers Act of 1940 or any rule thereunder. In addition, to the extent not inconsistent with applicable law, the venue (i.e., location) for the resolution of any dispute or controversy between CCAM and Client will be in the State of Nebraska.
15. Entire Agreement. This Agreement represents the entire understanding between the parties with regard to the matters specified herein. No other agreements, covenants, representations, or warranties, express or implied, oral or written, have been made by any party to any other party concerning the subject matter of this Agreement. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts. Each counterpart when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement.
16. Validity. If any part of this Agreement is found to be invalid or unenforceable, it will not affect the validity or enforceability of the remainder of this Agreement.
17. Amendments. CCAM will have the right to amend this Agreement by modifying or rescinding any of its existing provisions or by adding new provisions. Any such amendment will be effective upon Client’s mutual agreement.
18. Representations. CCAM represents that it is registered as an investment adviser and is authorized and empowered to enter into this Agreement. Client represents that he or she is authorized and empowered to enter into this Agreement. Client further represents that Client is willing and able to access the Account through the Digital platform as Client’s primary means of communication with CCAM, and Client understands that entering into an Agreement for the Program does not entitle Client to in-person meetings with representatives of CCAM or to any other services not otherwise described in this Agreement.
21. Arbitration. To the extent permitted by the laws where Client resides, any controversy or dispute which may arise between Client and CCAM concerning any transaction or the construction, performance or breach of this Agreement will be settled by arbitration. Any arbitration will be pursuant to the rules, then applying, of the American Arbitration Association, except to the extent set forth herein. The arbitration panel will consist of at least three individuals, with at least one panelist having knowledge of investment advisory activities. The parties agree that any arbitration proceeding pursuant to this provision will be held in a location as determined by the rules of the American Arbitration Association. The award of the arbitrators will be final and binding on the parties, and judgment upon the award rendered may be entered into in any court, state or federal, having jurisdiction. Client notes the following provisions of arbitration:
• Arbitration is final and binding on all parties.
• The parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law.
• Pre-arbitration discovery is generally more limited than and different from court proceedings.
• The arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited.
• The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
The agreement to arbitrate does not entitle Client to obtain arbitration of claims that would be barred by the relevant statute of limitations if such claims were brought in a court of competent jurisdiction. If at the time a demand for arbitration is made or an election or notice of intention to arbitrate is served, the claims sought to be arbitrated would have been barred by the relevant statute of limitations or other time bar, any party to this agreement may assert the limitations as a bar to the arbitration by applying to any court of competent jurisdiction, and Client expressly agrees that any issues relating to the application of a statute of limitations or other time bar, are referable to such a court. The failure to assert such bar by application to a court, however, will not preclude its assertion before the arbitrators. Client understands that this agreement to arbitrate does not constitute a waiver of the right to seek a judicial forum where such waiver would be void under the state and/or federal securities laws.
* * * * * If more than one, all principals to the account must sign.
NOTE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE.
Client and Advisor have executed this Discretionary Investment Management Agreement on date of form submission.
ROB NIXON, OWNER
Capital Consulting & Asset Management 140 North 8th St.
410 The Apothecary
Lincoln, NE 6850