Compliance Consulting Agreement – Annual Compliance Program Bronze Package – Monthly Payments
RIA Compliance Consultants, Inc.
Compliance Consulting Agreement – Annual Compliance Program
Bronze Package – Monthly Payments
This Compliance Consulting Agreement – Annual Compliance Program – Bronze Package – Monthly Payments and the Schedule(s) and Addendum(s) attached hereto and incorporated herein (the "Agreement") is between RIA Compliance Consultants, Inc., a Nebraska corporation located at 6910 Pacific Street, Suite 102, Omaha, Nebraska 68106 ("RCC"), and the client as identified below (the "Client").
Section 1. Scope of Engagement
Client is registered as an investment advisor. RCC will provide investment advisor compliance services to Client during the Agreement Period as set forth herein ("Compliance Services").
Client and RCC will agree mutually upon a timeline which reasonably distributes the work associated with the above described services during the term of the Agreement.
In the event Client would like to modify the services listed above after execution of this Agreement, a written request must be provided to RCC. Changes to the services listed are contingent upon the written agreement of both RCC and Client.
Section 2. Consulting Fee
The consulting fee ("Consulting Fee") for the above described services during the Agreement Period is $2,880. The Consulting Fee is non-refundable.
The Consulting Fee will be divided into 12 equal monthly installments payable via recurring credit card charges. The monthly installment payment will automatically be charged to Client’s credit card on file with RCC at approximately the same time each month beginning with the first monthly installment charged upon execution of this Agreement. Client will pay the first monthly installment in advance by charging a credit online at our online store or by calling 877-345-4034.
If Client cancels the credit card or the credit card expires during the duration of the Agreement, Client agrees to provide RCC with thirty (30) days advanced written notice. Additionally, when providing RCC with advance written notice, Client will either pay the remaining balance of the Consulting Fee in full or provide RCC with another credit card to use for payment of the recurring monthly installments of the Consulting Fee.
Client agrees that if Client has a dispute with RCC, Client will not raise this dispute with Client's credit card company or seek adjudication of any dispute with RCC through or by Client's credit card company. Client agrees that Client will not instruct Client's credit card company to reverse such charges.
If Client requests RCC to perform consulting work exceeding the Budgeted Hours under Section 1(a) of this Agreement, RCC may require Client to pay a retainer in advance (“Subsequent Retainer Amount”) and will charge Client an hourly fee at the RCC consultant’s standard hourly billing rate and also subject to our Minimum Fixed Fee Schedule. In particular, the hourly rates of the Senior Compliance Consultants are the following: Jarrod James is $295 per hour; Tom Zielinski is $265 per hour; Teresa O’Grady or Tammy Emsick is $255 per hour; and the hourly rate of Bryan Hill is $335 per hour. The hourly rate of a Compliance Consultant is in the range of $175 - $250 depending upon the Compliance Consultant of RCC, the hourly rate of a Compliance Analyst of RCC is in the range of $125 to $170 per hour depending upon the Compliance Analyst, and a Compliance Specialist of RCC is $95 per hour. (RCC reserves the right to raise the hourly rate of its Senior Compliance Consultants, Compliance Consultants, Compliance Analysts and Compliance Specialists after giving the Client a 30-day advance notice of the new rates.) The hourly fee will be billed in minimum increments of one-twelfth of an hour and will be deducted from such a retainer upon presentment of the invoice. In the event that RCC does not require Client to pay a retainer in advance, all hourly charges will be due immediately upon presentment of the invoice.
To the extent that RCC performs a task/activity or set of tasks/activities listed on the Minimum Fixed Fee Schedule, Client will be charged the greater of the hourly fees incurred using the rates described above or the minimum fixed fee listed on the Minimum Fixed Fee Schedule. RCC reserves the right to add, change and delete the tasks/activities and corresponding fees of the Minimum Fixed Fee Schedule effective immediately upon RCC giving client notice of applicable additions, changes or deletions.
RCC may provide the Client with sample forms under Section 1(g) of this Agreement or purchased separately by Client. The providing of such sample forms to Client does not include discussion with the Client’s customization of the sample for or assistance with customizing the sample form. To the extent that Client requests RCC to discuss the customization of the sample form or to customize a sample form for the Client, RCC will bill against the Budgeted Hours, if available, or at the consultant’s hourly rate if Budgeted Hours have been expended for time spent discussing or preparing the customized form. If the sample form is not provided as part of this Agreement, RCC may charge Client the current published price for the sample form plus the additional hourly work by RCC’s staff to discuss such form with Client and customize the sample form to Client’s specifications and/or requirements.
If Client terminates this Agreement prior to the end of the initial Agreement Period, the Consulting Fee is non-refundable and any remaining or outstanding balance of the Consulting Fee is due immediately. Client authorizes RCC to charge Client’s credit card for the full remaining balance of the Consulting Fee.
Any Subsequent Retainer Amount paid by Client after the Consulting Fee must be utilized for consulting, services and/or expenses of RCC within 12 months of such payment or requested in writing by Client for refund within 12 months of such payment; Subsequent Retainer Amount will not be available for refund nor to apply against the fees or expenses of RCC after 12 months from payment of such Subsequent Retainer Amount.
Section 3. Term of Engagement & Auto Renewal
The initial term of this engagement will be for the twelve (12) months ("Initial Agreement Period"). For purposes of determining the start of the Initial Agreement Period, the day that the initial payment of the Consulting Fee is received by RCC will be used as the beginning of the Initial Agreement Period. However, the Agreement between RCC and Client will not be effective and RCC will not be obligated to begin providing services to Client until both the initial payment of the Consulting Fee and the executed Agreement have been received by RCC. Upon last day (“Renewal Date”) of the Initial Agreement Period or any subsequent Renewal Period as described below, the terms of this Agreement will continue to automatically renew for another period of twelve (12) months (“Renewal Period”) unless written notice of termination is received from Client or RCC provides Client with written notice of termination prior to the Renewal Date. At the time of renewal, RCC reserves the right to raise the Consulting Fee after giving the Client notice at least 30 days prior to the Renewal Date. If Client does not provide notice of termination by the Renewal Date, Client agrees to pay the Consulting Fee for the Renewal Period and RCC will charge the Consulting Fee against the Client’s credit card on file with RCC unless Client provides RCC with updated credit card information or sends a check to RCC for the Consulting Fee.
Client will make the monthly payment via recurring credit card charges. The monthly payment will automatically be charged to Client’s credit card on file with RCC at approximately the same time each month.
If Client cancels the credit card on file with RCC or the credit card on file expires during the duration of the Agreement, Client will either pay the Consulting Fee by check or provide RCC with another valid credit card to use for payment of the Consulting Fee.
If Client terminates this Agreement after the beginning of any Renewal Period and prior to the end of the Renewal Period, the Consulting Fee for the Renewal Period is non-refundable and any outstanding balance of the Consulting Fee is due immediately. If Client utilized a credit card to pay the previous Initial Agreement Period or Renewal Period, Client authorizes RCC to charge Client’s credit card for the full remaining balance of the Consulting Fee for the current Renewal Period.
Section 4. Client’s Duties
(a) Client recognizes the value and usefulness of the Consulting Services of RCC are dependent upon the accuracy and completeness of the information provided by Client to RCC. Client will provide RCC with all requested information and documents that RCC may reasonably request in order to prepare Client’s investment advisor documents and perform RCC’s Consulting Services. RCC will not be responsible for verifying the accuracy or truthfulness of any information, document or statements provided by the officers, staff, investment advisor representatives or outside professionals (such as attorneys and accountants) of Client.
(b) It is Client’s responsibility to fully disclose in advance to RCC all material facts related to Client’s investment advisor. Moreover, it is Client’s duty to review, understand, add, edit and revise if necessary, implement and update any policies, procedures and code of ethics provided or prepared by RCC. Client understands that the template and customized written supervisory policies and procedures and code of ethics provided or prepared by RCC are based generally upon the published investment adviser rules of Securities Regulator but should not be considered as exhaustive, comprehensive or definitive list of Client’s obligations under the investment adviser laws and rules; the template and customized written supervisory policies and procedures and code of ethics provided or prepared by RCC may not necessarily address every topic, policy or procedure that may need to be covered by Client. RCC strongly recommends that Client review all of the specific statutes and regulations of Securities Regulator for an investment adviser. The template and customized written supervisory policies and procedures and code of ethics provided or prepared by RCC are not a substitute for Client fully understanding the applicable investment adviser laws and rules. The written supervisory policies and procedures and code of ethics should be treated by Client as a living and breathing document that should be regularly referred to and updated by Client. In other words, Client should not place its written supervisory policies and procedures and code of ethics on a shelf and let it gather dust. Client understands that due to changes of investment adviser laws and rules, Client’s written supervisory policies and procedures or code of ethics may need to be updated. Client acknowledges that RCC is not responsible under this Agreement for notifying Client of changes to the investment advisor laws and rules, and it will be Client’s duty to update the written supervisory policies and procedures and code of ethics.
(c) Upon initial presentment and prior to using with a securities regulator, investment advisory clients or the public, Client will thoroughly review all investment advisor documents prepared by RCC to ensure that such documents are factually accurate and consistent with Client’s actual practices. Client will ensure that all documents have been fully customized to be consistent with Client's actual business model. Additionally, Client will ensure that proposed documents make full and fair disclosure of all material facts necessary for informed decision making by investors, especially where a possible conflict of interest is involved, irrespective of whether such disclosure is called for by a specific item of a regulatory document. Client will immediately advise RCC of any inaccuracies, omissions of material facts or inconsistencies that Client finds in such documents. If Client does not understand any particular disclosure or term within such documents, Client will immediately inform RCC. Client understands that by providing any document prepared by RCC to clients, securities regulators, and the general public, Client is acknowledging the accuracy of the information contained in all such documents prepared by RCC and used by Client.
(d) Client will provide detailed information to RCC regarding, but not necessarily limited to, Client’s preferred business model, investment advisory services, fee structure, and custodian or money managers. Although RCC may discuss various options or offer examples regarding how the Client could structure its investment advisory services, Client understands RCC’s expertise is limited to compliance matters.
(e) Client will designate a principal or employee of Client to serve as the administrator of Client’s IARD/Web CRD account. Client will authorize RCC to serve as a user of Client’s IARD/Web CRD account.
(f) Client will need to fund the IARD/Web CRD account.
(g) Client understands that the Compliance Services do not include RCC verifying the existence and/or safekeeping of the assets held by Client or a third-party custodian. The Compliance Services will not include RCC contacting investment advisory clients of Client.
(h) Client understands that the Compliance Services do not include RCC providing any evaluation of the suitability of asset allocations, investment and trading strategies or investment recommendations made by Client. Additionally, RCC does not conduct due diligence of investment products, securities issuers, fund managers, or other investment advisors utilized by Client. RCC does not offer investment advice.
(i) Client will retain legal counsel to prepare or review Client's investment advisory client agreement. RCC will not provide Client with any sample investment advisory client agreements and will not review any existing investment advisory client agreements presented by Client.
(j) Fees paid to RCC will never cover any of the following: client’s expense associated with acquiring a surety bond (if required by the Securities Regulator); the costs of registration, examination, licensing and user fees charged by the applicable Securities Regulators and IARD system; and the fees charged by other professionals, such as an accountant or lawyer, hired by Client.
(k) Client will designate at least one individual at Client’s firm to receive, review, and take action on newsletters and other electronic notices sent by RCC via email or RCC’s client portal. Client acknowledges that such notices will include important information that could require Client’s immediate action. RCC is not responsible for Client’s failure to read, understand, or respond to important notices and communications sent by RCC.
Section 5. Client’s Confidential Information
In carrying out its compliance consulting duties, RCC will acquire information of a confidential nature relating to Client's business activities and its investment advisory clients. Except as provided otherwise under Section 5 of this Agreement, RCC hereby agrees to maintain the confidentiality of Client's information and shall not use, publish, or otherwise disclose any such confidential information pertaining to Client without Client’s express written consent.
RCC recognizes that Client may be subject to the provisions of the Securities and Exchange Commission's Regulation S-P, or other privacy rules promulgated under the Gramm-Leach-Bliley Act (the "GLBA"). RCC represents that it is a nonaffiliated third party service provider that is excepted from the Notice and Opt Out Requirements pursuant to the GLBA.
Client authorizes RCC to disclose, as reasonably necessary, confidential information about Client’s business activities to the applicable securities regulators as part of the investment advisor registration process.
Nothing in this Section will diminish or restrict RCC's right, as later described in this Agreement, to use for the benefit of another party any materials that are the same (except for Client's name, CRD number or associated persons' names) as or similar to the materials prepared by RCC for Client under this Agreement.
Section 6. Non-Exclusive Relationship with RCC
(a) RCC may have other compliance consulting clients that are competitors of Client. RCC may also have compliance consulting clients that have a business alliance, broker-dealer or vendor relationship with Client or Client’s associated persons.
(b) RCC may refer Client to other compliance consulting clients of RCC and other firms such as introducing broker-dealers, third-party asset management platforms and custodians. RCC does not receive compensation from these parties for such referrals; however, these firms periodically refer prospective compliance consulting clients to RCC.
Section 7. Nature of Compliance Consulting Relationship
(a) RCC shall act as an independent contractor.
(b) RCC is a compliance consulting firm. Although RCC has an affiliate that is a law firm and RCC may have an individual on its staff that is also licensed as an attorney offering legal services in a completely separate capacity and through a different entity, RCC is not a law firm or an attorney and does not provide legal services.
(c) In general, a licensed attorney is regulated by his or her state supreme court through the use of rules of professional conduct, minimum education and examination requirements and a disciplinary process. Unlike a client of an attorney, a client of RCC will not receive the advantages of such regulatory oversight since the compliance consultant occupation is not licensed by state government.
(d) A compliance consulting relationship with RCC is not provided those legal and professional protections that normally exist under an attorney-client relationship such as the following:(i) privileged communication between an attorney and client; (ii) the requirement for an attorney to use a client trust account for safekeeping of legal fees paid in advance by a client; (iii) the requirement for an attorney to maintain professional liability insurance; or (iv) prohibitions preventing an attorney from having impermissible relationships with clients, representing other persons with conflicting interests, receiving referral fees from third-party vendors, or prospectively limiting liability for malpractice through a contractual provision in a client agreement.
(e) Unlike an attorney, RCC does not utilize a client trust account for the retainer or consulting fees paid in advance by a client, and consequently this arrangement with RCC lacks the safeguards associated with an attorney's client trust account. Due to limitations in the software used by RCC to prepare invoices, there may be references located on requests and/or invoices to a “trust” account; however, Client acknowledges that despite any such references, RCC does not utilize a client trust account. Unlike an attorney, RCC does not maintain professional liability insurance. Unlike an attorney, RCC is utilizing a contractual provision within this Agreement to limit the extent of its liability for malpractice so as not to exceed the fees paid by Client to RCC. .
(f) If RCC provides Client with comments regarding an investment advisory client agreement, this does not constitute and should not be deemed as legal advice. Such comments provided by RCC are not a substitute for a review, revision and approval of Client’s investment advisory client agreement by an attorney in Client’s jurisdiction. Client understands that any comments provided by RCC regarding Client’s investment advisory client agreement have not been prepared by an attorney to comply with the laws of Client's local jurisdiction. Client acknowledges that by relying upon comment provided by RCC without local legal counsel's review and approval, Client is undertaking the risk that such sample investment advisory client agreement is not legally enforceable and may fail to best protect Client's interests.
(g) In the event that a securities regulator initiates an enforcement proceeding against Client claiming Client violated applicable law. Client will need to retain legal counsel to represent Client before the securities regulator. Although RCC may serve as an expert resource to Client and Client's legal counsel regarding industry practices, RCC is not a substitute for retaining appropriate legal counsel.
(h) RCC strongly recommends that prior to executing this Agreement, Client should retain an attorney, who is not affiliated with RCC, to review and provide Client with independent advice regarding the terms of this Agreement.
Client's Initials
Section 8. Non-Solicit of RCC Employees
Without the written consent of the president of RCC, during the term of this Agreement and for a period of twelve months after this Agreement's termination, Client and Client's affiliates will not engage in any of the following activities: (1) directly or indirectly solicit, contact, negotiate with, or in any manner attempt to induce any individual, who is currently employed by RCC and personally works or worked with Client while affiliated with RCC, to terminate his or her employment with RCC; nor (2) hire or engage any individual, who is currently employed with RCC and personally worked with Client while at RCC, as an employee or a compliance consultant (outside of an engagement through RCC). Under no circumstances will this section prevent a Client from soliciting or hiring a current or former RCC employee, who is licensed as an attorney, to serve as the Client's attorney.
Section 9. Not Work Made for Hire
(a) RCC shall retain sole ownership of the copyright of all materials prepared by RCC under this Agreement. After removing Client’s name, Client’s CRD number and the names of Client’s associated persons, RCC may use the materials prepared by RCC under this Agreement for parties or investment advisors other than Client without any limitations, restrictions or charges to RCC. Under no circumstances shall any materials prepared by RCC pursuant to the Agreement constitute works made for hire under copyright law. Client will execute any necessary forms or papers that RCC considers necessary to secure RCC’s copyright with no charge to RCC.
(b) RCC shall grant Client a limited, non-exclusive license to use the materials prepared by RCC under this Agreement in the following manner and under only these conditions.
(i) Client may make copies of the materials prepared by RCC under this Agreement if Client preserves RCC’s copyright notice on the copies of such materials;
(ii) Client may provide the above described copies of the materials prepared by RCC under this Agreement to Client’s existing and prospective investment advisory customers, the custodians of investment advisory accounts managed by Client, any broker-dealer with supervisory responsibility of an associated person of Client, a sub-advisor, co-advisor or solicitor subject to a written solicitor arrangement or investment advisor agreement with Client, any attorneys and accountants retained by Client, any securities regulator with jurisdiction over Client, filings for Client’s investment advisor through the Investment Adviser Registration Depository (“IARD”) system and/or as otherwise required by law;
(iii) Client may utilize materials previously prepared by RCC under this Agreement for the purpose of preparing new materials solely for Client’s investment advisor;
(iv) Client may not use or distribute for use the materials prepared by RCC under this Agreement for use or modification by any other investment advisor. Client may not sell the materials prepared by RCC under this Agreement. Client may not prepare new materials for any other investment advisor based upon the materials previously prepared by RCC under this Agreement; and
(v) Client may not transfer, assign or sell this limited, non-exclusive license to a third-party (except for Client's parent, subsidiary, affiliate or successor) without RCC’s written authorization.
Section 10. No Third-Party Beneficiary
This Agreement and the services provided under this Agreement are for the exclusive benefit of Client. The materials prepared under this Agreement are not provided for the benefit of a third-party such as a broker-dealer, custodian, or investment advisor that has a business relationship with Client or an individual or entity who is a recipient of Client’s investment advisory services.
Section 11. Not Intended to Detect Fraud
Client understands that the services provided under this Agreement are not intended to detect or prevent fraud including but not limited to, bribery, extortion, identity theft, forgery, misrepresentation, collusion to circumvent internal controls, selling away, ponzi schemes, insider trading, undisclosed outside business activities, inaccurate or false fee calculations, a loan, unauthorized disbursement, theft, embezzlement, misappropriation or unlawful conversion by Client or Client’s owners, directors, officers, employees, investment adviser representatives, custodians, third-party money managers, vendors or outside professionals.
Section 12. Miscellaneous
(a) Counterparts. The parties may execute this Agreement on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(b) Severability. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.
(c) Force Majeure. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other party resulting from such failure to perform or otherwise from such causes.
(d) Headings. Section and paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(e) Representation of Signatories. Each of the undersigned expressly warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof.
Section 13. Acknowledgements, Disclosures, Limitations, Requirements & Terms of Schedules & Addendums
Client has read, understands and agrees to the acknowledgements, disclosures, limitations, requirements, and terms made by RCC to Client within the attached Schedules and Addendums or any RCC revisions of these documents provided to Client.
Section 14. Limitation of Liability
IN NO EVENT WILL RCC’S AGGREGATE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS RELATING TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE FEES PAID BY CLIENT FOR THE SERVICES PROVIDED UNDER THIS AGREEMENT.
Section 15. Client Should Independently Evaluate Whether to Hire RCC
Client understands that the determination to use a third-party compliance services provider is an important decision and should not be based solely upon advertisements or self-proclaimed expertise. RCC has not been certified by an agency or board as a specialist or expert in investment advisor compliance. Client acknowledges that RCC recommended that Client conduct an independent investigation and evaluation of RCC prior to executing this Agreement.
The determination to use a third-party compliance services provider is an important decision and should not be based solely upon advertisements or self-proclaimed expertise. A description or indication of limitation of RCC’s compliance services does not mean that an agency or board has certified RIA Compliance Consultants, Inc. as a specialist or expert in investment advisor compliance. All potential clients are urged to make their own independent investigation and evaluation of RIA Compliance Consultants, Inc.
Section 16. Agree to Above Terms of Engagement
The parties hereto agree to the above terms and have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized persons.
Schedule 1 – Disclosures to Client & Compliance Service Limits
The following are important disclosures and limitations related to the service provided by RIA Compliance Consultants, Inc. (“RCC”) and acknowledgements by Client under this Agreement.
Client acknowledges that certain solicitor activities on behalf of a private fund and/or private fund manager may constitute acting as a broker-dealer under the Securities Exchange Act of 1934 as amended depending upon the facts. Client further acknowledges such analysis and advice regarding this issue is outside the scope of the Compliance Services under this Agreement, and to the extent that Client provides solicitor services to a private fund or utilizes solicitors for a private fund, Client agrees to retain legal counsel to provide advice to Client regarding the broker-dealer registration requirements.
Client understands that if Client provides investment advisory services through an investment adviser representative who is also an insurance agent and/or registered representative of a broker-dealer and such investment adviser representative discusses advisory, broker-dealer and insurance services and products in combined fashion at a single meeting (depending upon the facts and circumstances), there is a risk that an investment advisory client or a securities regulator may try to hold Client and/or such investment adviser representative as a fiduciary as it relates to these other non-advisory capacities (e.g., insurance, broker-dealer). Client acknowledges that the services of RCC do not include providing compliance advice as to Client about how to provide such non-advisory services or products in accordance with any fiduciary duty or applicable standard of care.
RCC will not be responsible for the verification of the information and documentation provided by Client. RCC will not be responsible for verifying the accuracy or truthfulness of any information, document or statements provided by the owners, directors, officers, employees, investment adviser representatives, custodians, third-party money managers, vendors or outside professionals (such as attorneys and accountants) of Client. RCC will not be responsible for verifying statements in the Form ADV are accurate and truthful. Client will be solely responsible for verify the accuracy and truthfulness of all documents prepared by RCC on Client’s behalf.
Client acknowledges that Client is solely responsible for both (a) identifying and bringing to RCC’s attention Client’s business practices and outside business activities which are in conflict with an investment advisory client’s interest and/or Client’s fiduciary duty and (b) then verifying that any such conflicts have been eliminated or disclosed and mitigated and that Client is meeting its fiduciary duty. RCC offers no assurances that RCC will identify revenue streams, business practices, arrangements and/or outside business activities which are in conflict with an investment advisory client’s interest or otherwise a breach of Client’s fiduciary duty; moreover, due to the nature of a consulting relationship, RCC anticipates that depending upon the circumstances, there will be some conflicts of interest and/or breaches of fiduciary duty which RCC does not identify to Client. RCC is not a substitute for Client and Client’s directors, officers, managers, employees and representatives from regularly and carefully reviewing Client and its affiliate’s sources of revenue, business practices, arrangements and outside business activities for purposes of identifying conflicts of interest and breaches of fiduciary duty.
Client understands that RCC does not serve as a supervisory principal, the compliance department or the chief compliance officer of Client. Client’s compliance with applicable laws and rules for an investment adviser is not being outsourced to RCC under this Agreement. In order to meet Client’s regulatory obligations, Client’s executive officers and staff must devote significant time and focus to compliance each week and be actively involved in Client’s compliance program. Client’s executive officers and staff are solely responsible under this Agreement for whether Client is meeting its regulatory obligations.
Furthermore, Client acknowledges that Client as an investment adviser has a fiduciary duty to eliminate conflicts of interest and prevent an investment adviser from taking unfair advantages of a client. If a policy or practice, internal or external business relationship/arrangement or outside business activity creates a conflict of interest, Client is fully aware that Client must make full and fair disclosure of all material facts and mitigate the conflict of interest, and Client must act in client’s best interest at all times.
Client acknowledges that regulatory focus and priorities change over time and whether a securities regulator views a conflict of interest as especially problematic for an investment adviser can change from year to year. Likewise, a securities regulator’s expectation of acceptable disclosures/mitigations by an investment adviser also can change from time to time. Due to this ever changing environment, Client should regularly review and re-review its business practices for conflicts of interest on a regular basis in light of the most recent regulatory developments.
Although RCC may assist Client with identifying conflicts of interest, RCC does not take responsibility for identifying, disclosing and mitigating conflicts of interest. Regardless of any assistance or advice provided by RCC, Client is solely responsible for identifying conflicts of interest and disclosing/mitigating such conflicts and correspondingly re-reviewing its policies/practices, business relationships/arrangements and outside business activities for conflicts of interest.
RCC strongly recommends that Client make every attempt to avoid and prohibit any internal policy, procedure or practice, internal or external business relationship/arrangement with an affiliate or third-party or outside business activity of supervised persons which creates a conflict of interest. Client acknowledges that it is solely Client's responsibility to identify and determine whether to avoid/prohibit a particular conflict of interest. To the extent Client does not avoid/prohibit the policy, procedure, practice, relationship/arrangement or outside business activity creating the conflict of interest, Client acknowledges that an investment adviser firm must explicitly disclose, in writing, all conflicts of interest using robust and reasonable disclosure language that the investment adviser firm's investment advisory clients will fully and sufficiently understand in a clear and concise manner, and Client must also disclose its policies and procedures to control for and mitigate the conflicts of interest so Client is able to evidence that it is acting in the investment advisory client's best interest. Any assistance or advice provided by RCC regarding the identification of a conflict of interest, the drafting of disclosure language/mitigation procedures of a conflict, or the assessing/testing of such disclosure/mitigation of a conflict is not a recommendation, endorsement or safe harbor by RCC that Client should engage in such conflict of interest. RCC offers no assurance that any advice, draft language or procedure or assessment/test provided by RCC with respect to a conflict of interest will be effective and meet the expectations of a securities regulator. In the opinion of RCC, the most prudent practice is for Client to avoid and prohibit any policy/procedure, internal or external business relationship/arrangement with affiliates or third-parties or outside business activity which creates a conflict of interest.
RIA COMPLIANCE CONSULTANTS, INC.
MINIMUM FIXED FEE SCHEDULE
Annual Compliance Program Packages
To the extent that Client is currently subscribed to a standard (non-customized) Annual Compliance Program package of RCC, the following is the monthly rate for the packages listed below which will be effective upon the renewal date of the Annual Compliance Program:
Sample Forms
To the extent that Client requests a sample form available on RCC’s Online Store for Compliance Tools and Services or requests RCC customize such a sample form, RCC may charge Client the current published price for the sample form (if not available to Client under Client’s current annual compliance program subscription) plus the additional hourly work by RCC’s staff to discuss such form with Client and customize the sample form to Client’s specifications and/or requirements.
Hourly Rates
To the extent that Client is subject to an hourly fee arrangement or has exceed budgeted consulting hours (or is outside the scope of services) under a fixed fee arrangement and is currently subject to an hourly fee arrangement with RIA Compliance Consultants, Inc. (“RCC”), the following are the current hourly rates of RCC’s staff:
Tasks/Activities Subject to Minimum Fixed Fee
To the extent that Client is subject to an hourly fee arrangement or has exceed budgeted consulting hours (or is outside the scope of services) under a fixed fee arrangement and is currently subject to an hourly fee arrangement with RCC and RCC performs a task/activity or set of tasks/activities listed below on the Minimum Fixed Fee Schedule, Client will be charged the greater of the hourly fees incurred using the current hourly rates or the minimum fixed fee listed below on the Minimum Fixed Fee Schedule. RCC reserves the right to add, change and delete the tasks/activities and corresponding fees of the Minimum Fixed Fee Schedule effective immediately upon RCC giving client notice of applicable additions, changes or deletions.
Investment Adviser Representative Documents
Advertising
Other Registration Documents & Filings
Client Initials: Client's Initials
Schedule 4 – Sample Forms Disclosure
Please understand that these sample documents are provided to you on “as is” basis with no warranty.
These sample documents have not been customized to your investment adviser’s business model, the factual circumstances related to your situation, the specific investment advisory rules of your investment adviser’s securities regulator or your investment adviser’s written supervisory procedures and code of ethics. These sample documents may not be applicable or appropriate for your investment adviser. There may be several assumptions underlying these sample documents which are not identified or explained in the sample document. You should not consider these sample documents as an exhaustive, comprehensive or definitive list of the items necessary to meet your investment adviser’s obligations under the applicable investment adviser laws and rules.
These sample documents are not intended to detect or prevent fraud, selling away, Ponzi schemes, undisclosed outside business activities, inaccurate or false fee calculations, theft, misappropriation or unlawful conversion of client funds.
Due to changes of investment adviser laws and rules, these sample documents may become outdated and need to be updated or discontinued. Since these sample documents may not reflect the specific investment advisory requirements of your securities regulator, please check with the securities regulator(s) with jurisdiction over your investment adviser before using this document.
These sample documents are not a substitute for retaining a compliance professional to advise and assist you regarding your investment adviser’s compliance program. Unless otherwise agreed to in writing, you understand that you have not engaged RIA Compliance Consultants, Inc. in a consulting relationship by merely utilizing these sample documents. Additionally, please understand that unless otherwise agreed to in writing, RIA Compliance Consultants, Inc. is not responsible for customizing these sample documents, updating these sample documents, preparing your investment adviser’s written supervisory procedures or code of ethics, or notifying you of changes to the investment advisor laws and rules.
To the extent that these sample documents are related directly or indirectly to a contract or potential legal dispute, you should also consult with your attorney. RIA Compliance Consultants, Inc. does not provide legal services or serve as your attorney.
Unless RCC advises you in writing to contrary, ADV1 Annual Amendment Service includes the following: preparing the Form ADV Part 1 Annual Update filing through the IARD system; updating Item 4E of Form ADV Part 2; uploading the revised Form ADV Part 2 to the IARD system and submitting the amended Form ADV Part 1 and Part 2 through the IARD system. IARD Renewal Service consists of the following: providing an outline of important dates and follow-up reminders throughout the renewal period; notifying the client of any documents that must be submitted directly to state securities regulator if investment adviser is registered with the state securities regulator; retrieving from the CRD system and providing the client with a copy of the CRD Rep Roster Report; providing the client with IARD funding information; retrieve from the IARD system and provide Client with a copy of the Client’s initial and final renewal statements; and monitor Client’s IARD renewal account and to verify that the account is funded in a timely manner, if funding is not credited specific reminders will be provided.
Unless RCC advises you in writing to contrary, ADV1 Annual Amendment Only Service includes the following: preparing the Form ADV Part 1 Annual Update filing through the IARD system; updating Item 4E of Form ADV Part 2; uploading the revised Form ADV Part 2 to the IARD system and submitting the amended Form ADV Part 1 and Part 2 through the IARD system.
Unless RCC advises you in writing to contrary, IARD Renewals Only Service consists of the following: providing an outline of important dates and follow-up reminders throughout the renewal period; notifying the client of any documents that must be submitted directly to state securities regulator if investment adviser is registered with the state securities regulator; retrieving from the CRD system and providing the client with a copy of the CRD Rep Roster Report; providing the client with IARD funding information; retrieve from the IARD system and provide Client with a copy of the Client’s initial and final renewal statements; and monitor Client’s IARD renewal account and to verify that the account is funded in a timely manner, if funding is not credited specific reminders will be provided.
* * * * *
The parties hereto agree to the above terms and have caused this Agreement, including all attached Exhibits, Schedules and/or Addendums, to be executed in their names and on their behalf by and through their duly authorized persons.
Client’s Name (Typically Firm):
Name of Client’s Signatory:
Title of Client’s Signatory:
Client’s Address:
Client’s City/State:
Client’s Zip Code:
ACCEPTED BY RIA Compliance Consultants, Inc.
Leave this empty:
Your legal name
Your email address
Signed by Bryan Hill Signed On: 12/23/2021
Click on "Agree & Sign" to legally sign this document and agree to the WP E-Signature Terms of Use. If you have questions about the contents of this document, you can email the document owner.
Document Name: Compliance Consulting Agreement – Annual Compliance Program Bronze Package – Monthly Payments
Click on "Agree & Sign" to legally sign this document and agree to the WP E-Signature Terms of Use.
Agree & Sign
