ValMark Advisers, Inc - VFOS



ValMark Advisers, Inc.

Family Office Services Agreement

Attention:Tim

A. Parties: This Agreement is made between _____________________ (“Client”) whose principal residence is at ________________________________________, and _________________________ (“Adviser”), an Investment Adviser Representative with Family Office Services (“FOS”), an SEC Registered Investment Adviser, whose principal office is located at 7700 Irvine Center Dr., Suite 900, Irvine, CA, 92618.

B. Term: This Agreement shall remain in force as long as mutually agreed to by Client and Adviser or until the terms of the Agreement are fully satisfied by the parties. Either Client or Adviser may terminate this Agreement at any time, for any reason, upon 30 days written notice to the other party. Upon termination, Adviser agrees to refund to Client that portion of Client's prepaid fee for which no services have been provided.

This Agreement shall terminate immediately if Adviser’s affiliation with FOS is terminated.

If Adviser terminates this Agreement as a result of Client’s failure to provide the necessary documentation and/or other information, as required in Section F, below, then Adviser may retain a portion of Client’s prepaid fee to compensate Adviser for administrative and managerial services already performed by Adviser.

C. Confidentiality: All information furnished by Client to Adviser and FOS, including Client's identity, shall be treated as confidential and shall be maintained by both the Adviser and FOS in accordance with FOS’s Privacy Notice, a copy of which is attached hereto as Exhibit A, and incorporated by reference herein. In the event either the Adviser or FOS is compelled to disclose confidential information by legal process, or otherwise, the Adviser will attempt to give prior written notice to Client.

D. Nature of Agreement: Client agrees to hire Adviser to provide Client with a financial and/or estate plan through ValMark’s Family Office Services. ValMark’s Family Office Services offers financial planning resources to analyze and integrate solutions for the Client’s financial, insurance, estate, money management, and life planning needs into one comprehensive financial plan or into a tactical plan that can be upgraded into a comprehensive plan. Both parties intend to be legally bound by the terms of this Agreement.

E. Adviser’s Obligations: Adviser will meet and/or communicate with Client as necessary and collect from the Client data and documents necessary to develop a comprehensive analysis of the Client’s current estate and financial plans. During this process, Adviser will also gain a thorough understanding of the Client’s future financial and estate needs and expectations.

Upon receipt of all necessary information from Client, Adviser will complete the Client’s financial plan in a timely manner, normally within thirty (30) days. It is understood that under certain circumstances, a longer period of time may be necessary in order for Adviser to complete the analysis. In instances where a longer preparation period is required, Client will be so informed in advance and a completion date will be agreed to between Adviser and Client. If Adviser does not complete the financial plan within the agreed time, Client’s fee, as set forth below, will be returned.

Based upon the data and information supplied by the Client, the Adviser, through ValMark’s Family Office Services, will develop a proposed plan that will contain detailed analysis of, and strategic recommendations regarding, among other things, the Client’s:

• Insurance needs;

• Optimal asset allocation;

• Risk management and asset protection;

• Estate succession;

• Minimization of income and transfer taxes;

• Retirement planning tactics;

• Estate succession; and

• Business succession plans;

The financial plan will fully discuss each of these strategies and illustrate the integrated effect of the proposed strategies on cash flow, income taxes, charitable giving, estate taxes and wealth distribution. The benefits of the proposed plan will be summarized in a binder that will include graphs, charts and narrative, supported with numbers and calculations for the Client’s accountants and text for the Client’s attorneys.

Throughout the development process of the Client’s financial plan, Adviser will actively communicate with Client and his/her other advisers to confirm that the plan will meet the Client’s objectives. Preliminary copies of the plan may be provided to Client and his/her other advisers. If necessary, Adviser will make any appropriate modifications to the preliminary plan before providing Client with a full-color final plan in a binder.

After fully reviewing the final plan with the Client, the Adviser will work with the Client and his/her lawyer, accountant and/or other members of the Client’s planning team to coordinate implementation of the financial plan.

F. Client’s Obligations: Client agrees to provide timely responses to Adviser’s requests and to cooperate in the preparation of the financial plan by meeting with the Adviser and sharing with the Adviser his/her legal, financial, insurance, tax and estate philosophies and expectations. Client further agrees to provide Adviser with all relevant documentation that he/she may require including, but not limited to:

• Current balance sheets;

• Personal and corporate tax returns for the past three years;

• Life insurance policies;

• Brokerage statements and investment data;

• Wills and all trust documents;

• Retirement and deferred compensation plan statements;

• Assumptions regarding investment returns and insurance costs; and

• Other pertinent documents/information required by Adviser.

Additionally, by signing this Agreement, Client hereby authorizes Adviser, in appropriate circumstances, to contact Client’s other advisers including, but not limited to attorneys and accountants. Client acknowledges that the accuracy and usefulness of the financial plan produced by Adviser pursuant to this Agreement is wholly dependent upon the information provided to Adviser by the Client.

G. Implementation of Recommendations: Following the planning process, Client is entirely at liberty either to follow or disregard, wholly or in part, the information, recommendations and advice given by Adviser in the financial plan. Additionally, Client, in his/her sole discretion, shall be responsible for implementing any recommendations made by Adviser. Please note that the recommendations made by Adviser may be interrelated. Consequently, if only certain of Adviser’s recommendations are implemented, Client’s objectives may not be fulfilled or could have unintended disadvantaged results. In this regard, Client is encouraged to consult with his/her other advisers in their respective areas of expertise.

If Client decides to undertake any or all of Adviser’s recommendations he/she is free to do so through any brokerage, insurance or other financial services institution. Client is aware, however, that in addition to being an IAR with Family Office Services, Adviser is also a registered representative of FOS Securities, Inc. (a registered broker/dealer) and is a licensed insurance agent appointed with several insurance companies. As such, the Client may elect to implement any, or all, of Adviser’s recommendations through any of these companies. If Client elects to purchase any products or services through any of these companies with which Adviser is affiliated, Adviser may receive standard and customary commissions, mark ups, markdowns, 12b-1 fees, advisory fees or other sums on such sales.

The receipt of commissions, fees and other sums by Adviser may present a conflict of interest. Any such conflict shall be deemed waived by Client if Client decides to purchase any products or services through any of the companies with which Adviser is affiliated.

H. Fees: As compensation for preparation of Client’s financial plan, Client agrees to pay Adviser the sum of $_____________. One third of this fee shall be payable to Adviser upon the execution of this Agreement. An additional one half shall be payable upon presentation of the plan. The remaining one-sixth will be due upon implementation. Implementation is defined as the execution of any legal document, the underwriting of any insurance policy, or the investment of any assets in accordance with recommendations in the plan.

The Adviser will work on a fee-only basis as described above; however, the Client may elect to place insurance and money management business through Adviser. If implementation occurs in this way, Adviser will waive the one-sixth of the fee related to implementation.

The Client may request that the Adviser and/or staff members of the Adviser incur travel expenses for the benefit of the Client. Adviser will invoice Client separately for reimbursement of these expenses. Client agrees to pay such invoices in a timely manner.

I. Limitation of Liability: Since the services rendered under this Agreement are judgmental in nature, Client expressly agrees that Adviser will not be held liable in any way relating to the performance of the services hereunder, as long as such services are rendered in good faith, and provided that Adviser’s actions, or inactions, are not in violation of applicable Federal or State laws.

Client agrees that his/her personal attorney/accountant will be solely responsible for the rendering and/or preparation of all of the following services:

• Legal Services (including, but not limited to, legal and tax advice, opinions and document preparation); and

• Accounting Services (including, but not limited to, accounting and tax advice, opinions and document preparation).

Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith. Nothing in this Agreement shall, in any way, constitute a waiver or limitation of any rights that Client, Adviser or FOS may have under federal and state securities laws.

J. Assignability: This Agreement may not be assigned by any party without the express written consent of the other parties.

K. Notices: Unless otherwise specified herein, all notices, instructions, and advice with respect to any matters contemplated by this Agreement shall be deemed duly given when received in writing by Adviser at the address set forth in Section A, above, or when deposited by first class mail addressed to (or delivered by hand to) Client at the address set forth in Section A, above. If either Adviser or Client desire notices, instructions, or advice delivered to a different address than that set forth in Section A, above, then that party must notify the other parties, in writing of such change of address. Adviser may rely upon any notice from any person reasonably believed by it to be genuine and authorized.

L. Disclosure Statement: Client acknowledges receipt of FOS's Form ADV, Part II, as required by Rule 204-3 under the Investment Advisers Act of 1940, more than 48 hours prior to the date of execution of the Agreement shown below.

If FOS's Form ADV, Part II has not been received by Client 48 hours prior to the execution date of this Agreement, Client shall have the option to terminate this Agreement without penalty within five business days after the date of execution.

M. Entire Agreement & Governing Law: This Agreement constitutes the entire Agreement of the parties and can be amended only by a written document signed by all of the parties. This Agreement shall be governed by the laws of the State of Ohio.

N. Arbitration: Any controversy arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the rules, then in affect, of the American Arbitration Association. The award of the arbitrator, or a majority of them, shall be final and judgment upon the award rendered may be entered in any state or federal court having jurisdiction. At least one member of the panel must have five (5) years experience in the securities industry.

Arbitration, or any other hearing or legal proceeding between Adviser and Client, shall take place in a mutually agreed upon location. It is further understood and agreed to that, pursuant to the above arbitration clause:

a) The decision of the arbitration panel shall be final and binding upon all parties;

b) The parties waive their right to seek remedies in court, including the right to jury trial, except where such waiver would be void under federal or state securities law;

c) The parties understand that pre-arbitration discovery is generally more limited than, and different from, a court proceeding;

d) The award of the arbitration panel is not required to include factual findings or legal reasoning and any party's right to appeal or seek modification of rulings by the arbitration panel is strictly limited; and

e) The prevailing party may, in the discretion of the arbitration panel, be entitled to receive from the other party fees and costs, including attorney's fees.

THIS AGREEMENT is executed by Client, Adviser and FOS and shall become binding upon each of these parties, this ____ day of __________, 20___.

Signature of Client Client’s Name

Client’s Address

Client’s Social Security No./Tax ID No.

Signature of Adviser Adviser’s Name

Accepted By:

Family Office Services

Family Office Services

Privacy Notice

Your Privacy is FOS’s Highest Priority

At Family Office Services, Inc. and its affiliated companies, our customers are our highest priority. As providers of financial products and services that involve the collection of personal – and often sensitive – information, protecting the confidentiality of that information has been, and will continue to be, a top priority for FOS. Due to the sensitive nature of this personal information, FOS believes that you should know how your information is handled, the measures we have taken to safeguard that information and the situations in which we might share your information with select business partners.

Our privacy promise to you is based upon the basic principles of trust, ethics and integrity.

The Information Collected by FOS

When you deal with one of FOS’s member offices, certain personal and financial information is collected from you. That information is used by FOS to help serve your financial needs and to fulfill legal and regulatory requirements. The information gathered for these purposes varies depending on the products or services that you request but may include, for example, your name, address, social security number, net worth, annual income and certain medical information.

To Whom Your Information May Be Disclosed

FOS restricts access to your personal and financial information to those instances described below:

• Employees of FOS. Your personal and financial information will be provided to those employees of FOS who require the information to process the products or services being provided to you.

• To companies with which FOS has selling agreements. FOS will share your personal and financial information with other financial services entities, such as insurance companies and mutual fund companies, in order to effect transactions which you have requested or authorized. In such cases, those companies are prohibited, by agreement, from using information about you except for the narrow purpose for which it was given to them.

• Other companies as necessary to process your business. Your personal and financial information will be provided to third-party administrators and vendors utilized by FOS to effect, administer or enforce a transaction that you requested or authorized. For example, if you wish to purchase stocks or bonds, FOS processes that business through its clearing firm, RBC Dain Correspondent Services. FOS must share your personal information with its clearing firm in order to process that business. These companies, like those in the category above, are prohibited, by agreement, from using information about you except for the narrow purpose for which it was given to them.

• Where required by law or regulation. FOS may be required by law or regulation to disclose your personal and/or financial information to a third party. For example, in response to a subpoena or to comply with industry rules and regulations.

• As otherwise authorized or permitted by law. For example, the law permits FOS to respond to requests for information about you from a consumer-reporting agency.

• As authorized by you. Only upon your direction or with your permission will FOS share your information with a third party other than as described in this notice.

FOS will not share your nonpublic information with any person or company that does not agree to keep your information confidential.

Protection of Information

FOS has instituted security procedures that limit employee access to nonpublic personal information to those with a business reason for knowing such information. We educate our employees so that they will understand the importance of confidentiality and customer privacy. All FOS employees are aware of the company’s privacy guidelines and FOS will take the appropriate disciplinary measures to enforce customer privacy assurances. FOS maintains appropriate security standards and procedures to prevent unauthorized access to customer information and to preserve the integrity of that information.

FOS Affiliates

This Privacy Notice applies to the following companies affiliated with FOS

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