The Client Profile Form questionnaire provides us with the necessary information to develop an investment portfolio and asset allocation strategy for your specific investment goals, time horizon and tolerance for risk, while still complying with the provided Investment Advisory Agreement. We like to keep a record of your experience, knowledge and objectives in connection with all forms of investments. All information given is for internal use only and will be dealt with in a strictly confidential manner.
|NAME/ACCOUNT HOLDER:||BROKERAGE FIRM:|
Investment Period (check one):
|Very short term up to 1 year|
|Short term up to 2 years|
|Mid term up to 5 years|
|Long term over 5 years|
I am looking for (check one or more):
|*US Government or Corporate Bonds||Yes||No|
|*Individual US stocks||Yes||No|
|*US mutual funds||Yes||No|
|*Non-US mutual funds||Yes||No|
|*Others (Life insurance, Real Estate, etc.)||Yes||No|
|*Investments in non-US currencies (Specify)|
|*Comments (if any)|
What approximate percentage of your total net worth was acquired through the following source(s):
|.Divorce or legal settlement||Percent|
What approximate percentage of your net worth is considered invested in the following area(s):
|Liquid Instruments (US stocks, bonds, T-Bills, CD’s mutual funds, etc.)||Percent|
|Non-liquid Instruments (US real estate, equipment, inventory, etc.)||Percent|
|Non-US liquid instruments (Foreign stocks, bonds, mutual funds, etc.)||Percent|
|Non-US, non-liquid instruments (Foreign real estate, equipment, etc.)||Percent|
|Miscellaneous (please specify)||Percent|
How many total years of formal education have you received (i.e. high school equals 12 years):
|Other (please specify)|
Our first and primary objective at Wavetech Enterprises, LLC is to generate profits for our clients; however, there are and will be times when adjustments in market conditions are more difficult to anticipate than others. Therefore, please specify the percentage of total equity loss exposure that is an acceptable level of tolerance for you in each of the specified periods. (Note: The percentages provided in no way revises the information outlined in the Investment Advisory Agreement for the Private Wealth Management Services, but simply gives us an idea of your level of risk tolerance) :
The undersigned, collectively called Client, am providing the above data in this Client Profile Form as being an accurate reflection of investment objectives, experience, education, and personal holdings percentages. Also, the provided risk tolerance information reflects the Clients most desirable levels of tolerance, but in no way changes or adjusts the risks disclosed within the Investment Advisory Agreement for the Private Account Wealth Management Services. The funds for this investment are liquid funds of the Client and are not borrowed funds.
|SIGNATURE OF THE CLIENT||SIGNATURE OF THE CLIENT||DATE|
The undersigned, collectively called Client, agree to keep private the private account wealth management services entered into between the Client and Wavetech Enterprises, LLC., hereinafter, the Advisor. The brokerage firm with custody of the Clients’ accounts, hereinafter the Broker, that will be processing the trades entered, will have the current and future understanding that the account is in the Clients name and the Client is the authorized trader for the account. The Client agrees to explain this private account wealth management services to any employee or family member that may answer the phone, which represents the number provided to the Broker. Even though all trades will be done on-line through the Internet with the Broker, they will, periodically, call providing a fill for a position and request to speak with the authorized trader on the account, which is the Client. Simply remind the Broker that all trades and fills will and are being made and received on-line and no phone calls are necessary. By entering into this privacy agreement, it enables the Advisor to enter trades through the Internet on the Clients’ behalf with a limited power of attorney without having access to the Clients funds. The Client is the only person authorized to request funds from the account and any checks or bank wire transfers will only be sent to the Clients name and address on file with the Broker.
|SIGNATURE OF THE CLIENT||SIGNATURE OF THE CLIENT||DATE|
Individual, Trust and/or Corporate Name:
|Current Investment Categories:||Ordinary Funds||Tax Deferred Funds|
|Cash/ Money Market Accounts|
|US Government, Corporate and/or
Tax-Free Municipal Bonds
|Individual Stocks and/or Stock Funds|
|Commercial Real Estate (Value & Equity)|
|Residential Real Estate (Value & Equity)|
|Miscellaneous Items (Cars, Boats,
Planes and Equipment) (Value & Equity)
|Other Valued Items (Specify):|
|Ordinary and Tax-Deferred Total(s)|
|SIGNATURE OF THE CLIENT||DATE|
THIS AGREEMENT is made and entered into this ________ day of _______ 20 _______ between WAVETECH ENTERPRISES, LLC, hereinafter referred to as the "ADVISOR", and hereinafter referred to as the "CLIENT." This Agreement is entered into based upon the following representations:
WHEREIN, the Client wishes to engage the services of Advisor’s Private Account Wealth Management Services. The Client acknowledges that the purpose of this agreement is to permit the Advisor to manage the Client’s assets consisting of mutual funds, stocks, bonds, and other tradeable securities (hereinafter referred to as the “Client Portfolio”) in a manner which it believes will have the most favorable current risk/reward ratio and consistent with the goals and situation as described in the “Client Profile Form” supplied by the Client to Advisor which is incorporated herein by reference. This agreement is entered into and represents the entire agreement between Client and Advisor. Client will promptly notify Advisor of any significant change in Client’s financial circumstances or investment objectives that might affect the manner in which the Advisor should manage the Client’s Portfolio.
The Client should be prepared to commit the funds for at least one year in order to provide for adequate evaluation. IT IS MUTUALLY AGREED:
1. INITIAL DEPOSIT AND ACCOUNT SIZE. The Client shall deposit funds with a brokerage firm that has on-line trading capabilities for the preferred Client Portfolio transactions which is , hereinafter called the "BROKER," who is mutually acceptable to both the Client and Advisor. As of the date of this Agreement, the “Designated Account Size” shall be .The Client may at any time prior to the termination of this Agreement, upon written notice to the Advisor, modify the Designated Account Size, at which time such revised Designated Account Size shall be deemed to be incorporated into this Agreement. The Client shall give advance notice to the Advisor of all deposits into and/or withdrawals from his/her account. The Client is required to deposit all funds with same Broker for on-line trading.
2. APPOINTMENT AS INVESTMENT MANAGER. Client hereby retains Advisor and Advisor hereby agrees to provide investment management services with respect to designated assets of the Client Portfolio in accordance with the terms and conditions set forth herein. Throughout the term of this agreement, Advisor shall have discretion to supervise, manage and direct the assets in the Client's Portfolio and to act as the Client's agent and limited attorney-in-fact with limited trading authority to buy and sell on-line through the internet mutual funds, stock, and bonds of the Client Portfolio in the Client's name in its limited discretion and without prior consultation with the Client, for each transaction within the Client Portfolio through the specified Broker who was selected by the Client as such times the Advisor deems appropriate. The advisor does not have full general power of attorney and it does not have custody of client assets. In order to manage the Clients Account, it will be necessary to obtain the client's personal identification number and access code to the Advisor. This information will be handled with the utmost confidentiality and security and will not be released by Advisor to any other party without the express written consent of the Client.
3. INVESTMENT OBJECTIVES. Advisor shall effect transactions in the Client's Portfolio in accordance with the Client's investment objectives and Advisor's interpretations of technical indicia and statistical analysis, with the objective of identifying the upward and downward trends in the mutual fund industry specifically as well as general markets including equity, bond, money market and other applicable markets. The Client acknowledges that depending upon the fluctuating conditions, the Advisor will, when appropriate, alter the Client's portfolio allocation from one investment to another. The Client acknowledges that converting investments from one market or investment to another involves certain risks of gain or loss and that no results can be guaranteed by the Advisor. The Client further understands that the Advisor will make investment decisions on Clients behalf based upon a complex set of factors, irrespective of the client's individual tax situation and/or personal and family financial needs, unless a prior written agreement has been entered into between the Client and the Advisor. Under no circumstances will the Advisor provide legal or accounting advice. The Client acknowledges he or she will consult the appropriate professional for this advice. All investments will be made in the Client's best interest based upon the information provided in the Client Profile Form and other information provided by the Client.
4. CUSTODY OF ASSETS/PORTFOLIO. You have appointed or will appoint a custodian (Broker) to take possession of the cash, securities, and other assets in your account. As a result, the Advisor will not have access to the account or to the income produced therefrom and will not be responsible for any acts or omissions of the Broker. The Broker shall send to you regular statements reflecting any amount disbursed from your account, all transactions occurring in the account during the period covered by the statement and a summary of account positions as well as the value at the end of each period. You also agree to allow the Advisor to make copies of account statements on-line through the internet for your applicable account.
5. NON-EXCLUSIVE AGREEMENT. Client acknowledges that the Advisor acts as an advisor to other clients and may publish or give advice, and take action, with respect to any of those clients which may differ from the advice given, or the timing or nature of action taken, with respect to the Client's Portfolio. The advisor shall have no obligation to purchase or sell for the account, or to recommend for purchase or sale by the account, any security that the Advisor, its principals, affiliates or employees may purchase or sell for themselves or for other clients. Client recognizes that transactions in a specific security may not be executed for all client accounts at the same time or the same price. Any lag time between Advisor's on-line through the internet instruction to the Broker and execution of such instruction is acknowledged as normal industry practice.
6. ACCOUNT PROCEDURES. Client specifically acknowledges the following procedures:
(a) Mutual fund sales, redemptions, purchases etc., as well as sales of any other assets with the Client Portfolio shall be effected on-line through the internet (electronic) to the Broker. The advisor is not responsible for order execution. If any loss is suffered due to the acts or omission of the Broker to which the Advisor has entered on-line (electronic) investment instructions pursuant to Client authority, the undersigned acknowledges and agrees that it will look to the Broker and not the Advisor for any losses that may have resulted.
(b) Client acknowledges and agrees that the Broker is empowered and authorized to follow the Client's instructions. The Client further acknowledges that, through this Investment Advisory Agreement, Client authorizes the Advisor to execute all trades and transactions in the account on-line (electronic) as outlined within paragraph number 2 of this agreement.
(c) Client agrees not to disclose the Advisor's Investment Advisory Agreement with the Broker for the Client's Portfolio to allow the Advisor to waive transaction commission fees, provide a competitive management and performance bonus fee schedule, and to prevent the Advisor from having access to the Client's Portfolio other than outlined in paragraph number 2 of this agreement.
(d) Client agrees not to provide the Broker with instructions regarding the investment or reinvestment of the Client Portfolio without prior written notice to the Advisor.
(e) Client acknowledges that at no time shall the Advisor receive, retain, physically control, or have in its custody, any cash, securities or other assets forming any part of the Client's Portfolio, but may issue such instructions to the Client as may be appropriate in connection with the settlement or transactions initiated by the Advisor pursuant to this agreement.
(f) Since the Broker does not provide the Advisor with copies of regular statements of the said portfolio, the Client authorizes the Advisor to copy all account statements, transactions and confirmations of trades on-line (electronic). Client further agrees to provide account number change or changes of address as appropriate. Client acknowledges that the Broker is to provide regular account statements to the Client.
(g) Advisor acknowledges that when a transaction is effected for the Client's Portfolio, notice to Client will be provided by the Broker. Furthermore, if Client makes changes by adding or making withdrawals from the Client Portfolio, the Client herein agrees to notify the Advisor of said transactions.
7. ADVISOR’S FEES. In compensation for services to be rendered under this agreement, the Client agrees to pay the Advisor the following suggested fees:
A. Quarterly Management Fee. The non-refundable amount equal to 2/5th of one percent (.40%) of the Designated Account Size is due and payable in the first quarter. Thereafter, 2/5th of one percent (.40%) of the Designated Account Size adjusted for profit and losses shall become payable at the beginning of each successive quarter. Initially, for any period less than (3) months, the Quarterly Management Fee will be prorated.
B. Twelve-Month Period Incentive Fee (Performance Bonus). An amount equal to a percentage of New Net Profits achieved within a twelve-month period, from date of commencement, above a threshold of 12.0% (after fees) as outlined below, shall be billed and become payable at (i) the end of the twelve-month period or earlier or (ii) upon termination of this Agreement, whichever shall occur first. Net Profits (or Net Losses) shall consist of the total accumulation of all profits and losses on both open position based on settlement prices on a market-to-the-market basis, less open position commissions due and closed out trades net of brokerage commissions and other fees listed in section 8 of this agreement. New Net Profits are defined herein as the increase, if any, in the value of the New Profits cumulative to the end of any prior twelve-month period. In the event of subsequent losses, followed by profits, the Twelve-Month Incentive Fee would not be charged until there are New Net Profits, that is, until the highest prior value of the Net Profits is exceeded. The Twelve-Month Incentive Fee will not be rebated by virtue of subsequent losses. The accrual of gains or losses for billing purposes will continue for a duration not to exceed a twelve-month period.
|Threshold Percentage Range of Net Profits
Achieved in a Twelve-Month Period (After Fees)
|Performance Bonus as a
Percentage of Total Net Profits
|0.0% to 12.0%||0%|
|12.0% to 15.0%||5%|
|15.0% to 18.0%||6%|
|18.0% to 21.0%||7%|
|21.0% to 24.0%||8%|
|24.0% to 27.0%||9%|
|27.0% to 30.0%||10%|
|30.0% to 33.0%||12%|
|33.0% to 36.0%||14%|
|36.0% and above||16%|
C. Additional Advisor’s Fees Comments. The Advisor's fee schedule may be amended from time to time by the Advisor with (30) days written prior notice to Client. The Advisor will send the Client a quarterly invoice for the quarterly management fee. When applicable, the Client will receive an end-of the-twelve-month-period invoice for the incentive fee (performance bonus) earned for the past specified twelve- month period. The client has the option of either paying the different fee(s) by withdrawing funds from the client's account or paying from other accounts to the Advisor in compensation for services as set forth in this agreement. The client agrees to make payment within fifteen(15) days of receipt of an invoice. The Advisor may elect to terminate its account management services under this agreement, if payment is not made within thirty (30) days of the invoiced date.
8. OTHER FEES. The Advisors management and incentive fee is payment for management of the account by the Advisor. Any transfer fees, transaction fees, redemption fees, sales loads, wiring fees, etc., if applicable, charged against the account are separate from the Advisor's Management Fee and will be deducted from the account by the Broker. The Advisor receives no fees or commissions generated from the purchase or sale of invested assets in the account or portfolio.
9. ASSIGNMENT AND TERMINATION. No assignment of this agreement shall be made by the Advisor without the consent of the Client. Client may terminate this agreement upon written notice to the Advisor within 5 days from the date hereof. Thereafter, either the Client or the Advisor may terminate this agreement by giving written notice of termination to the other. Upon termination, any management fee owed to the Advisor shall be paid by the Client on a pro-rata basis as of the effective date of termination. If, at the time of termination, the threshold percentage has been achieved, then, an incentive fee (performance bonus) based on the fee schedule listed in Section 7B shall be paid by the Client.
10. LIMIT OF LIABILITY. Client agrees that all transactions in the Client's Portfolio are for the Clients sole account and risk. Client agrees that the Advisor shall not be liable for any loss suffered by the Client arising out of any recommendation, transaction, investment or other action taken with respect to the Client's Portfolio. The Advisor makes no guarantee that any of its services will result in a profit or will not result in a loss for the Client. Principal investment risk could be harmed by potentially rapid price changes (volatility) of equity or bond securities. Past performance is not necessarily indicative of future results. The Advisor shall not be excluded from liability for losses occasioned by the Advisor's willful misfeasance, bad faith or gross negligence in performance of its duties under the terms of this agreement. Nothing continued in this agreement shall constitute a waiver or limitation of any right which the Client may have under applicable federal or State of Nevada law.
11. ARBITRATION. Any controversy between the parties hereto involving the conditions of the Agreement, shall on written request of one party served on the other be submitted to arbitration and such arbitration shall comply with and be governed by the provisions of the Nevada Uniform Arbitration Act, Title 3, Chapter 38 of the Nevada Revised Statutes. The parties shall each appoint one person and the two(2) persons so chosen shall select a third impartial arbitrator. The decision of the arbitrators shall be final and conclusive upon both parties hereto. The costs of such arbitration shall be born by the losing party or in such proportions as the arbitrators shall decide. Any such arbitration shall be conducted in Carson City, Nevada, unless the parties agree otherwise.
12. CONFIDENTIALITY. The Client agrees that the Advisor's trading recommendations, systems, positions and portfolio techniques are not to be disclosed to any other party under any circumstances without prior written consent of the Advisor.
13. GENERAL PROVISIONS.
(a) Mutual Fund Prospectuses - Client acknowledges receipt of the Mutual Fund Prospectus directly from the Broker of funds in Client's Portfolio.
(b) This agreement sets forth all the promises, agreements, conditions and understanding between the parties respecting the subject matter hereof and supersedes all negotiations, conversations, discussions, correspondence, memoranda, and agreement between the parties concerning the subject matter.
(c) Governing Law. This agreement and the transactions under it, shall be governed and interpreted in accordance with the laws of the state of Nevada wherein the contract was made.
(d) Amendments. No authorization, amendment or change hereto shall be binding and effective unless same is set forth in a writing that is signed by Client, and an authorized agent of the Advisor, or by a duly authorized representative of each party.
(e) Captions. The paragraph titles herein are for reference purposes only and do not control or effect the meaning or interpretation of any term or provision hereof.
(f) Binding agreement. This agreement shall bind and inure to benefit of the parties hereto and their respective successors, permitted assigns, heirs and legal representatives except as provided in paragraph number 8.
(g) Confirmation of business relationship. The Client acknowledges that this agreement is evidence and confirmation of a business relationship between the Client and the Advisor. The Advisor has not entered into any contractual agreement or relationship with the employer of the Client.
(h) Notices. Any notice by either party to the other shall be given in writing by personal delivery or certified mail, return receipt requested. Either party may change its address by giving the other written notice of such change in accordance with the provisions of this agreement. A notice shall be deemed given, if by personal delivery, on the date of such delivery, or if by certified mail, the date shown on the applicable return receipt.
(i) Partial invalidity. Each section of this agreement and any and other provisions therein shall be severable from every other section of this agreement and any and every provision thereof, and the invalidity or unenforceability of any section or provision shall not affect the validity of any other section or provision of this agreement.
14.ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties, and no modification or amendment of this Agreement shall be binding unless in writing and signed by the participants hereto. IN WITNESS HEREOF, the parties have executed this Agreement as of the day and year written above.
|Wavetech Enterprises, LLC||Signature(s) of Clients|
|John T. Moir
Worldwide Investment Manager
AUTHORIZATION TO PAY QUARTERLY MANAGEMENT FEE AND ANNUAL INCENTIVE FEE (WHEN APPLICABLE):
I, Client, agrees to pay Wavetech Enterprises, LLC, 9120 DOUBLE DIAMOND PARKWAY, SUITE #4350 RENO, NV 89521, (775) 841-9400, monies from my Client’s account or other accounts for their Quarterly Management Fee and Annual Incentive fee (when applicable) upon presentation of the regular account status statement and billing statements.
Client hereby elects to have his/her Client Account traded at any higher account capital level due to increase in account equity from trading profits. Client acknowledges that any changes in capital level by purchasing more shares in mutual funds, stocks or bonds in his/her Client Account. Such changes in capital level will occur automatically upon attainment of the next higher capital level, without notice to the Client. If the Client does not elect such automatic capital level increases, his/her Client Account will remain at the initial amount classification level regardless of increases or decreases in the value of the Client’s Account due to trading gains or losses. Client elects such automatic adjustment of his/her account classification by initialing the following: __________________________
Executed this __________ day of _________
Date of this Investment Advisory Agreement: April 1, 2008
Additional comments, regarding the filled-out forms, like your preferred date and time to discuss your submitted information in further detail as well as your desired commencement date of our Private Account Wealth Management Services.