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  1. 1. INVESTMENT MANAGEMENT AGREEMENT Meyer Capital Management, Inc. 7655 Five Mile Road Suite 209 Cincinnati, Ohio 45230 (513) 772-3600 CLIENT NAME: ADDRESS: ACCOUNT(S): The undersigned (“Client”), being duly authorized, hereby employs Meyer Capital Management, Inc. (“Adviser”) as investment adviser for the Account(s) referred to above (“Account”) on the following terms and conditions: 1. Authority. As of ______________, Adviser will have the power and authority with respect to the Account (initial applicable paragraph): _____ Discretionary. Adviser will supervise and direct the investment of the Account, subject to such limitations as Client may impose by notice in writing. Adviser, as agent and attorney-in-fact with respect to the Account, when it deems appropriate, without prior consultation with Client, may buy, sell, exchange, convert and otherwise trade in any stocks, bonds and other securities including money market instruments. _____ Nondiscretionary. Adviser will make recommendations with respect to the investments of the Account in writing delivered by first-class mail or, at the option of Adviser, by telephone. Recommendations will be communicated to such person as Client may designate in writing from time to time, and Client or such person as Client may designate will make all investment decisions. It is understood that, notwithstanding the policy of Adviser to allocate investment opportunities among clients over a period of time on a fair and equitable basis, transactions in securities may be effected on behalf of clients from whom Adviser has discretionary trading authority prior to the time that recommendations for transactions in the same securities may be communicated to Client (or executed by or on behalf of Client), and at different prices. 2. Selection of Custodian. Adviser is directed to custody all assets for the Account(s) with , unless directed otherwise in writing.
  2. 2. 3. Services of Adviser. By execution of this Agreement, Adviser accepts the appointment as investment adviser and agrees to supervise and direct (or make recommendations with respect to) the investments of the Account consistent with the attached Investment Policy Statement and in accordance with the investment objectives of Client as communicated to Adviser in writing from time to time. Adviser will render to Client, at least quarterly, a written inventory of the investments of the Account. The parties agree that the sole standard of care imposed upon Adviser by this Agreement is to act with the care, skill, prudence and diligence, under the circumstances then prevailing, that a prudent man, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of a like character and with like aims. It is agreed that Adviser, in the maintenance of its records, does not assume responsibility for the accuracy of information furnished by Client or any other party. 4. Transaction Procedures. All transactions will be consummated by payment to, or delivery by, Client, or such other party or parties as Client may designate in writing (“Custodian”), of all cash or securities due to or from the Account. Adviser shall not act as custodian for the Account, but may issue such instructions to the Custodian as may be appropriate in connection with the settlement of transactions initiated by Adviser pursuant to Paragraph 1 hereof, including instructions for the delivery of securities and the payment of monies. Adviser’s instructions to Client and/or Custodian (including invoices for Adviser’s fees) shall be made in writing sent by first-class mail or, at the option of Adviser, orally and confirmed in writing as soon as practical thereafter and Adviser shall instruct all brokers and dealers executing orders on behalf of the Account to forward to Client and/or Custodian copies of all confirmations promptly after execution of transactions. Adviser shall not be responsible for any loss incurred as a result of any act or omission of any broker or dealer or the Custodian. Client may withdraw cash or securities from the Account at any time upon oral notice to Adviser. Adviser has no authority to withdraw cash or securities from the Account. 5. Confidential Relationship. All information and advice furnished by either party to the other hereunder, including their respective agents and employees, shall be treated as confidential and shall not be disclosed to third parties except as required by law. 6. Service to Other Clients. It is understood that Adviser performs investment advisory services for various clients. Client agrees that Adviser may give advice and take action with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the Account, so long as it is the Adviser’s policy, to the extent practical, to allocate investment opportunities to the Account over a period of time on a fair and equitable basis relative to other clients. It is understood that Adviser shall not have any obligations to purchase or sell, or to recommend for purchase or sale, for the Account any security which Adviser, its principals, affiliates or employees may purchase or sell for its or their own accounts or for the account of any other client, if in the opinion of Adviser such transaction or investment appears unsuitable, impractical or undesirable for the Account. 7. Proxies. Adviser will not be required to take any action or render any advice with respect to the voting of proxies solicited by or with respect to the issuers of securities in which assets of the Account may be invested from time to time. 2
  3. 3. 8. Fee Schedule. Client shall pay an annual management fee of 1.00% on the market value of all assets under management up to $1,000,000; 0.75% on assets from $1,000,001 to $2,500,000; 0.50% on assets from $2,500,001 to $5,000,000; and 0.35% on amounts in excess of $5,000,000. A minimum fee of $2,500 applies to aggregate accounts within the same household. This schedule may be amended from time to time by Advisor upon thirty (30) days’ written notice to Client. 9. Fees. Management fees under this Agreement shall be payable quarterly, within 30 days of the date of the invoice. The fee shall be calculated quarterly as a percent of the monthly average value of the account during the quarter. 10. Valuation. In computing the market value of any investment of the Account, each security listed on any national securities exchange shall be valued at the last quoted sale price on the valuation date on the principal exchange on which such security is traded. Any other security or asset shall be valued in a manner determined in good faith by Adviser to reflect its fair market value. 11. Approved Investments. Adviser shall only effect transactions on behalf of Client in approved investments as listed on the Investment Policy Statement attached hereto. 12. Termination. Client may terminate this Agreement immediately upon giving written notice to Adviser. Adviser may terminate this Agreement upon giving ten (10) days written notice to Client. In the event of any such termination, Adviser shall provide a final statement of the Account, and all fees due and accrued as of the end of that quarter or interim period (subject to proration) shall be paid to Adviser in accordance with Sections 8 and 9 of this Agreement. 13. Assignment. No assignment (as defined in Section 202(a)(1) of the Investment Advisers Act of 1940) of this agreement shall be made by Adviser in any manner without Client’s consent thereto. 14. No Waiver of Responsibilities Under Law. Nothing contained in this Agreement is intended to waive Adviser’s responsibility to comply with the Investment Adviser’s Act of 1940 and the rules and regulations promulgated thereunder and with applicable state law requirements. Adviser represents that it is registered as an investment adviser under the Investment Advisers Act of 1940 and agrees that during the term of this Agreement, it will remain so registered. Dated:__________________________ By:___________________________________ Meyer Capital Management, Inc. Dated:__________________________ By Client:______________________________ 3
  4. 4. INVESTMENT MANAGEMENT AGREEMENT Meyer Capital Management, Inc. 7655 Five Mile Road Suite 209 Cincinnati, Ohio 45230 (513) 772-3600 I hereby acknowledge that I received a current copy of Adviser’s brochure and Form ADV Disclosure Statement upon signing this Agreement. By Client: Corporations and Other Institutional Accounts should provide appropriate resolutions and/or trust documents. 4
  5. 5. AUTHORITY TO PAY INVESTMENT ADVISORY FEES FROM ACCOUNT Client hereby authorizes (i) Adviser to bill Custodian directly for its fees relating to the Account and (ii) Custodian to pay Adviser’s fees directly from the Account. This is subject to the requirement that Adviser send Client a copy of the invoice for services showing the amount of the fee, the value of the assets on which the fee was based and the specific manner in which the fee was calculated, at the same time it sends such invoice to Custodian. Custodian has agreed to send Client a statement at least quarterly, indicating all amounts dispersed from the account including the amount of adviser fees paid directly to Advisor. This authority may be revoked at any time by written or oral notice to Adviser and Custodian. Dated:__________________________ By:___________________________________ Meyer Capital Management, Inc. Dated:__________________________ By Client:_____________________________ 5
  6. 6. Our Privacy Policy “MCM will never disclose any investor’s personal information or financial data to any third party unless specifically instructed to do so by the investor or in cases where we are required by law.” What This Means to You We do not sell your confidential information to anyone. The investment services we provide and the manner in which we are compensated are structured to align our interests with yours. While selling client information is a widespread legal practice, it is not consistent with our corporate values. We do not share your confidential information with any third party without your permission or in cases where we are required by law. We insist that every MCM employee adhere to the highest standards of personal character and integrity. We maintain internal control procedures that ensure your personal information is used only for its intended business purpose. We protect your confidential information. We recognize that the success of our business depends upon our ability to maintain your trust and confidence. The protection of personal information is the foundation of this trust. Our security measures comply with, and often exceed, federal and state requirements, as well as industry practices. We continually review these security measures and take steps to strengthen them in response to changing environmental conditions and technological advances. MCM people take pride in never compromising our ethical business standards and we hope that you value the measures we employ to maintain that integrity. If you have any questions regarding our privacy policy, or any other matter of importance to you, please contact us at your convenience. FOR MARKETPLACE ETHICS & INTEGRITY 6