King Capital Management



Lansing Investments, LLC

Investment Advisory Agreement

This Agreement (the "Agreement") is made this ____ day of ___________, 200__ between Lansing Investments, LLC, (the "Advisor"), and ___________________________________________(the "Client").

WHEREAS, simultaneous with the execution of this Agreement, the Client has established one or more accounts (the "Accounts") with_______________________________ (the "Custodian"); and

WHEREAS, the Custodian has agreed to provide custody and record keeping services with respect to the assets in the Accounts (the "Assets"); and

WHEREAS, the Client desires to engage the Advisor to provide investment advice to the Client with regard to the Assets in the Accounts; and

WHEREAS, the Advisor is willing to provide the Client with investment advice with regard to the Assets in the Accounts in accordance with the terms of this Agreement.

NOW THEREFORE, in consideration of the mutual promises set forth in this Agreement, the parties hereby agree as follows:

Article 1.

ESTABLISHMENT OF ACCOUNTS

1.01. Custodian. Each Account will be held by the Custodian in the name of the Client. The Advisor will have no liability for any act or omission or for the solvency of the Custodian. The Advisor will provide investment advisory services with regard to the Assets in the Accounts, as described in Section 2 of this Agreement.

1.02. Trading Authority and Power of Attorney. Client hereby appoints the Advisor as its investment advisor to manage the Accounts on a discretionary basis, as of the date first set forth above and pursuant to the terms and conditions set forth herein. Pursuant to its appointment as investment advisor, Advisor hereby agrees to invest, without prior consultation with Client and subject only to the investment objectives and restrictions imposed by written notice to the Advisor, all securities, contracts, options, property and cash that the Client may from time to time deposit in the Accounts. The Advisor's authority will be for the sole purpose of implementing investment decisions for the Accounts, in each case subject to the limitation of the Advisor's discretion described in Section 2. The Client shall promptly notify the Advisor in writing of any changes in the Client's investment objectives, investment restrictions, and or financial situation.

So that Advisor may perform its function hereunder, Client grants discretionary power to Advisor and appoints Advisor his agent and attorney-in-fact thereby authorizing and empowering Advisor to do all or any of the following on behalf of Client:

A. To purchase and sell, to exchange, to subscribe or otherwise exercise rights for, as well as to cause to be presented for redemption on call, stocks both common and preferred, mutual funds, and warrants, or rights of domestic or foreign corporations, both before and after issuance, notes, debentures and other evidences of indebtedness issued or to be issued; and

B. To direct the proceeds of sales or other transactions carried out pursuant hereto, to be deposited in Accounts belonging to Client and to direct that cost of purchases and other transactions carried out pursuant hereto be withdrawn from such accounts, to receive confirmations and statements covering Client's Account(s) and to promptly send copies of confirmations of transactions executed to Custodian; to send Client an inventory of the investments of the Account(s) as soon as reasonably possible after the end of each quarterly period; and

C. On behalf of Client, to perform all acts and execute all documents necessary in the opinion of Advisor to properly carry out the foregoing tasks, with the same force and effect as the Client; PROVIDED HOWEVER, that except for the receipt of the advisory fee payment and transaction costs as provided for in Section 5 hereof, nothing herein shall be construed as authoring Advisor to obtain custody or possession of any funds, securities or other property in which Client has any beneficial interest in any manner whatsoever.

1.03. Additions to or Withdrawals from the Account. The Advisor will never have the authority to withdraw the Assets in the Accounts or to transfer them to third parties without the prior written consent of the Client. The Client may make additions to and withdrawals from the Accounts. However, the Client agrees that at least five (5) business days prior to effecting a withdrawal of Assets from any Account, the Client will provide the Advisor with written notice of its intent to effectuate the withdrawal.

Article 2.

INVESTMENT ADVISORY SERVICES.

2.01. Services. The Client hereby appoints the Advisor as the investment adviser for the Accounts. The Advisor will provide investment advice and execute such trades as the Advisor determines from time to time in its sole discretion.

2.02. Scope of Discretion. The Client authorizes the Advisor to exercise complete and total discretion in the investment of the Assets. In this connection, the Client authorizes the Advisor as agent to buy, sell and trade in stocks, fixed income securities and any other securities and or contracts relating to same, in accordance with the terms and conditions of this Agreement, for the Accounts.

2.03. Cash. The Client authorizes that all or a portion of the Assets of the Accounts may consist of cash. Furthermore, the Client acknowledges and accepts that dividends and interest on investments shall be paid directly into the Accounts and may be treated as cash available for investment in the Accounts.

04. Minimum Initial Account Balance. There are no minimum account balances required by Lansing Investments, LLC. However, brokerage companies could require a minimum balance to set up an account and/or could impose fees to the client based on required account balances.

2.05. Investment Objectives and Limitations. The Client hereby represents and acknowledges that it has informed Advisor in writing of its investment objectives and limitations for its portfolio, including without limitation, acceptable levels of investment risk, and to such end wishes to follow the investment advice of the Advisor. The Client will advise the Advisor in writing of any changes in the Client's investment objectives or the limitations on the Advisor's discretion. Furthermore, the Client will give the Advisor prompt written notice if the Client believes that any investment in the Accounts violates the Clients objectives or limitations.

2.06. Hold Harmless. The Client hereby agrees to indemnify and hold the Advisor, as well as any of its officers, directors, shareholders, affiliates, general partners, employees, agents and trustees, harmless from charges incurred by the Advisor on the Client's behalf and to pay the Custodian promptly on demand, for any and all losses arising with respect to the Accounts or debit balances due thereon.

2.07. Return of the Portfolio. The Client expressly acknowledges that the Advisor has not promised or guaranteed any particular return on the Client's investment portfolio.

Article 3.

AUTHORIZATION TO TRANSFER FUNDS.

The Client hereby authorizes the Advisor, whenever in the Advisor's absolute discretion the Advisor deems it appropriate to transfer between any of the Accounts any amount of excess funds, equities, securities or other property. Such transfers may be used by the Advisor to satisfy in full any indebtedness in any of the Accounts; provided the Advisor sends a written confirmation of the transfer to the Client within a reasonable time after such transfer.

Article 4.

PROXIES AND OTHER LEGAL NOTICES.

The Advisor shall not render any advice or take any action on behalf of the Client with respect to securities or other investments held in the Accounts, or the issuer's thereof, which become the subject of any legal proceedings, including bankruptcies. The Client retains the right and obligation to take any action relating to the securities held in the Accounts. Furthermore, except to the extent otherwise required by law, the Advisor shall not take any action or render any advice with respect to the voting of proxies solicited by, or with respect to, the issuers of any securities held in the Accounts. The Client hereby expressly retains the right and obligation to vote proxies relating to the securities held in the Accounts; provided, however, that the Client may delegate said rights and obligations to a properly authorized agent.

Article 5.

FEES AND COSTS OF ADVISOR.

5.01. Fees and Costs of Advisor. As consideration for the services provided by the Advisor under this Agreement, the Advisor will be entitled to a fee determined in accordance with the schedule set forth in the Fee Schedule ("Exhibit A"), a copy of which is attached hereto and is being delivered to the Client simultaneous with the execution of this Agreement. The advisory fee will be payable quarterly in arrears and shall be computed based upon the market value of the Assets under management for each Account. The advisory fee is exclusive of transaction costs and other direct out-of-pocket costs incurred by the Advisor as a result of providing the investment services to the Client under this Agreement. The Advisor will also be entitled to reimbursement from the Client for all costs and expenses (including taxes) incurred by the Advisor as a result of providing its investment advisory services to the Client under this Agreement. The Client hereby authorizes the Custodian to pay the advisory fee and reimbursement amount due to the Advisor directly from the Accounts upon receiving advice from the Advisor with respect to such amounts.

5.02. Transaction Costs. Client shall be responsible for payment of all ticketing or other transaction costs incurred from the purchase and sale of securities under this Agreement. Such costs are not included as part of the advisory fee. The ticketing charge per Transaction set forth on the Fee Schedule, attached hereto. Any other transaction costs shall be noted on the trade confirmations. The Client hereby authorizes the Custodian to pay any ticketing charges and other transaction costs directly from the Accounts upon settlement of the trades.

5.03. Reporting. Quarterly, the Advisor will send to the Client and the Custodian a statement (the "Quarterly Statement',) for the advisory fee, which shall include the specific manner in which the advisory fee is calculated. In addition, all trade confirmations will include (i) a list and explanation of costs incurred by the Client, and (ii) a list of ticketing charges and other transaction costs incurred by the Client. In addition, Advisor shall promptly send (or cause to be sent) all trade confirmations to the Client after the settlement of the trades.

Article 6.

ACCOUNT STATEMENTS.

The Custodian will deliver to the Client confirmation of transactions and/or periodic statements for the Accounts as set forth in its agreement with the Client. The periodic statements will include, without limitation, the amounts disbursed from the Accounts, including the amount of advisory fees paid directly to the Advisor. In addition, the Advisor will provide the Client with a quarterly valuation of the Client's portfolio and any additional statements which may be required by applicable law.

Article 7.

OTHER SERVICES.

The Advisor and its affiliates may perform other business and consulting services for the Client upon request and for a separate cost, billed in hourly increments of $100 per hour unless otherwise agreed to.

Article 8.

ALLOCATION OF BROKERAGE.

The Client agrees that when the Advisor places orders for the execution of portfolio transactions for the Accounts, the Advisor may allocate such transactions to such brokers and dealers for execution on such markets, at such prices and at such commission rates as in the judgment of Advisor will be in the best interests of the Client, taking into consideration in the selection of such brokers and dealers the available prices and rates of brokerage commissions and other relevant factors (such as without limitations, execution capabilities, research and other services provided by such brokers or dealers which are expected to enhance the general portfolio and management capabilities of the Advisor, and the value of any ongoing relationship of the Advisor with such brokers and dealers), without having to demonstrate that such factors are of a direct benefit to the Client.

Article 9.

TRANSACTIONS FOR THE ADVISOR AND OTHER ACCOUNTS.

The Client hereby acknowledges that the Advisor's services under this Agreement are non-exclusive, and that the Advisor shall be free to render the same or similar services to other clients. The Client further acknowledges that the Advisor renders investment advice based upon each client's representations as to the client's investment objectives. Therefore, the Advisor, in the performance of its advisory duties, may give advice to other clients and take action which may differ from the advice given, or the timing and nature of the action taken, with respect to the Client's Accounts. Nothing in this Agreement shall be deemed to impose upon the Advisor any obligation to purchase or sell or to recommend for purchase or sale for the Client's Accounts, any security or other property which it or its affiliates may purchase or sell for their own account or for the accounts of any other client, if in the sole discretion of the Advisor, it is for any reason undesirable or impractical to take such action or make such recommendation for the Client's Accounts. The Client also acknowledges that the Advisor may charge other clients different fees, which may be higher or lower than the fees charged with respect to the Client's Accounts for similar services.

Article 10.

INSTRUCTIONS FROM CLIENT.

The Advisor may rely on all instructions (whether oral or written) given by the Client or its agents which the Advisor believes to be genuine. The Advisor's records of such a transaction will be conclusive as to the content of any instruction. Instructions may be given to the Advisor: (i) by the Client directly, if the Client is an individual; or (ii) if the Client is a corporation, by any officers or agents authorized by a resolution of the Client's Board of Directors, a copy of which will be given to the Advisor. The Advisor may rely on such resolution until written notice to the contrary is delivered to the Advisor by the Client. The Client agrees to hold harmless, and to indemnify and defend, the Advisor, as well as any of its officers, directors, shareholders, affiliates, general partners, employees, agents and trustees, against any and all losses sustained by the Advisor resulting from and against any and all claims, liabilities, losses, damages, charges, costs, fees and expenses (including, without limitation, attorneys' fees and costs, including fees of attorneys who may be the Advisor's employees or employees of the Advisor's affiliates) arising out of or in connection with any action taken in reliance upon any instruction or inquiry believed genuine. The Advisor reserves the right to refuse to act on any oral instructions.

Article 11.

OWNERSHIP LIMITATIONS.

The Client agrees not to exceed the ownership limitations set by any federal agency, exchange or regulatory authority for each of the Accounts, acting alone or in concert with others. The Client acknowledges that the Advisor has the right to limit the holdings of specific securities in the Accounts. The Client agrees to abide by all other applicable laws, rules and regulations with respect to maintaining Accounts with the Custodian, including reporting requirements. Furthermore, the Client acknowledges that under applicable rules the Advisor and the Custodian way be required to provide the SEC, self-regulatory agencies, state regulatory agencies or exchanges with information concerning the Client's securities and options positions and related data.

Article 12.

TRANSACTIONS SUBJECT TO INDUSTRY REGULATIONS AND STANDARDS.

All transactions shall be subject to the regulations of all applicable government authorities and self-regulatory agencies, including, but not limited to, the constitutions and rules of the clearing house, exchange, or market where executed. The Client understands that the Advisor is registered as an investment adviser under the Investment Advisors Act of 1940, as amended (the "Advisors Act"), and as such is obligated to comply with all applicable laws and regulations including those of the SEC and other regulatory and self-regulatory agencies and agrees that the Advisor shall not be liable to the Client as a result of any action taken by the Advisor to comply with any ruling, interpretation or directive of such organization.

Article 13.

ASSIGNMENT.

Neither the Advisor nor the Client may assign any of its right under this Agreement without the prior written consent of the other party.

Article 14.

AMENDMENT.

The Advisor may amend this Agreement by modifying or rescinding any of its existing provisions or by adding any new provisions. Any such amendment will be effective thirty (30) days after notice of the amendment is mailed by the Advisor to the Client.

Article 15.

TERM AND CLIENTS RIGHT OF CANCELLATION.

This Agreement has an initial term of one year. This Agreement will be automatically renewed for an unlimited number of terms of one year each, unless either party terminates it by providing written notice to the other party at least thirty (30) calendar days prior to the end of the current term. Either party may terminate this Agreement upon thirty (30) calendar days advance written notice. In addition, the Client may terminate this Agreement without penalty for a period of five (5) business days after the date it is executed by the Client. The Client may exercise this right by giving written notice to the Advisor within the required time period. In the event of termination, the advisory fee due to the Advisor for the termination period shall be prorated and shall be based on the latest valuation of the assets as of the effective date of termination.

Article 16.

MISCELLANEOUS.

16.01. Tax Information. The Client represents that the following tax information is true and correct (check appropriate boxes):

The client certifies under the penalties of perjury, that its U.S. taxpayer identification number is ________________________and it is not subject to backup withholding.

The Client is not a resident or a citizen of the United States for tax purposes.

The Client is a corporation, partnership or other entity organized outside of the United States, and the Client's beneficial owners and controlling persons are not citizens or residents of the United States.

The Client will promptly notify the Advisor in writing of any changes in the citizenship, residency or address of the Client or its beneficial owners and controlling agents.

16.02. Notices from the Advisor. The Client instructs the Advisor to mail all notices, statements and other communications concerning the Accounts to the Clients at the following address:

__________________________

__________________________

__________________________

__________________________

Any notice, statement or other communication mailed to the Client by the Advisor in accordance with this section will be deemed to be given to the Client personally on the date it is so mailed whether or not it is actually received by the Client. If the Accounts are owned by more than one person, any notice, statement or other communication given by the Advisor in accordance with the instructions specified in thus section will be deemed to be given to all of the owners of the Accounts.

16.03. Notices to the Advisor. Any notice, statement or other communication from the Client to the Advisor under this Agreement will be deemed to be given to the Advisor when it is actually received by the Advisor upon being mailed, delivered or telecopied to:

Lansing Investments, LLC

3318 Treadsoft Cove

Austin, Texas 78748

Attention: Don S. Lansing

16.04. Confidential Relationship. All of the information and advice furnished by either party to the other under this Agreement, including their respective agents and employees, will be treated as confidential and will not be disclosed to third parties except as required by law.

16.05. Joint Obligations. In the event that the Accounts are owned by more than one person, all of the express and implied obligations of the Client under this Agreement will be deemed to be joint and several obligations.

16.06. Limitations of Liability. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement shall in any way constitute a waiver or limitation of any rights that the Client may have under federal and state securities laws. Client hereby agrees to indemnify and hold the Advisor, as well as any of its officers, directors, shareholders, affiliates, general partners, employees, agents and trustees, harmless from any losses, including losses incurred by the Client as a result of the Advisor's execution of trades in accordance with the terms of this Agreement, except in cases of negligence or violation of applicable law, or omission or for any errors of judgment by the Advisor in managing the Client's Accounts. Further, the Advisor shall be liable, in carrying out its duties hereunder, for actions and omissions constituting violations of the Employee Retirement Income Security Act of 1974, as amended (`'ERISA',) (if the Accounts are covered by ERISA), the Advisers Act or other securities laws to the extent provided in such laws, but shall not otherwise be liable with respect to the services rendered or not rendered hereunder for any mistake of judgment or otherwise.

16.07. Indemnity. The Client will indemnify the Advisor for any loss, liability or expenses (including attorney's fees) which the Advisor may incur as a result of, or arising from, any claims asserted by any third party with respect to the Accounts or the services rendered by the Advisor under this Agreement.

16.08. Inconsistent Provisions. If any provisions of this Agreement should become inconsistent with laws, rules or regulations of any government or regulatory body having jurisdiction over the subject matter, such provisions shall be deemed modified or rescinded in accordance with any such laws, rules or regulations.

16.09. Invalid Provisions. If any provision or condition of this Agreement shall be held to be invalid or unenforceable by any Court, or regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected and this Agreement shall be carried out as if any such invalid or unenforceable provision or condition were not contained herein.

16.10. Waiver of Terms. The Advisor's failure to insist at any time upon strict compliance with any terms of this Agreement or any course of conduct on the Advisor's part shall not constitute a waiver of any of the Advisor's rights as described herein.

16.11. Governing Law. This Agreement will be governed by and construed in accordance with the internal laws of the State of Texas, without regard to its principles of conflicts of laws.

16.12. Extraordinary Events. Neither the Advisor, nor any of its officers, directors, shareholders, affiliates, general partners, employees, agents and trustees, shall be liable for losses caused directly or indirectly by government restrictions, exchange or market actions, suspensions of trading, wars, strikes, or for delays in the transmission of orders due to breakdown or failure of transmission or communication facilities, or to any other causes beyond Advisor's reasonable control or anticipation.

16.13. Texas Disclosure Statement. Client acknowledges receipt of Part II of Form ADV, a disclosure statement containing the equivalent information, or a disclosure statement containing at least the information required by Schedule H of Form ADV if the client is entering into a wrap fee program sponsored by the investment adviser. If the appropriate disclosure statement was not delivered to the client at least 48 hours prior to the client entering into any written or oral advisory contract with this investment adviser, then the client has the right to terminate the contract without penalty within five (5) business days after entering into the contract. For the purposes of this provision, a contract is considered entered into when all parties to the contract have signed the contract, or in the case of an oral contract otherwise signified their acceptance, any other provisions of this contract notwithstanding.

16.14. Verification of Information. The Client represents and warrants to the Advisor that all information furnished to the Advisor in connection with the opening of the Accounts and all documents supplied by the Client in this regard, including financial statements, are true, complete and correct. The Advisor is entitled to rely on this information until the Advisor receives written notice of any change, which the Client agrees to furnish promptly should any material changes occur. As part of this Agreement, the Client understands that an investigation may be made pertaining to the Client's credit standing and account.

If such investigation is conducted, the Client understands that the Client has the right to make a written request within a reasonable period of time, for a complete and accurate disclosure of the nature and scope of such investigation.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed this____day of _______________, 200__.

Advisor:

Lansing Investments, LLC

By:_______________________________________

Don S. Lansing, Managing Principal

Individual Client:

__________________________________________ ________________________________

(Signature) Witness:

__________________________________________

(Print or Type Name)

__________________________________________ ________________________________

(Second Signature if joint account) Witness:

__________________________________________

(Print or Type Name)

Corporate Client:

By: __________________________________________ ________________________________

(Signature) Witness:

__________________________________________

(Print or Type Name and Title)

Exhibit A

Investment Advisory Agreement Fee Schedule

For investment management services:

Annual Fees are 1.0% of assets under management payable quarterly in arrears.

For portfolio consultation services:

Fees are $250 per quarter.

For 401k Allocation services:

Annual Fees are $100 payable when invoiced.

All services are automatically renewed unless cancelled in writing.

All Advisory fees are negotiable.

Client Acknowledgment: ___________________

Date: _______________

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