BBAE ADVISORS LLC
BBAE ASSET ALLOCATOR CLIENT AGREEMENT
This BBAE Asset Allocator Client Agreement (this “Agreement”) is entered into between you (the “Client”), and BBAE Advisors LLC, a U.S. registered investment adviser, whose principal mailing address is P.O. Box 191467, Atlanta, Georgia 31119 (hereinafter referred to as “BBAE”).
Scope of Engagement
- BBAE Asset Allocator - BBAE's "BBAE Asset Allocator" product provides to the Client a tailored investment portfolio in response to personal financial information provided to BBAE by the Client. Investments made by the Client via the BBAE Asset Allocator shall be effected directly by Redbridge Securities LLC ("Redbridge"). BBAE and Redbridge are both wholly owned subsidiaries of BBAE Holdings LLC. Apex Clearing Corporation ("Apex") shall be the custodian of the Assets (defined below).
- All "writings" referred to in this Agreement shall be either provided to the Client via the BBAE website or mobile application, or provided to BBAE by the Client via the BBAE website or by e-mail at BBAE's discretion.
- The Client hereby authorizes and appoints BBAE to provide the BBAE Asset Allocator as described above, as well as elsewhere in this application process, and BBAE accepts such appointment. Through the BBAE Asset Allocator BBAE shall provide to the Client a tailored investment portfolio and investment advice with respect to the assets to be contained in the Client's BBAE Asset Allocator account. Specifically with regard to the BBAE Asset Allocator, Client hereby grants BBAE full discretionary authority to invest, and to reallocate and/or reinvest those assets that comprise Client's BBAE Asset Allocator account. Client's BBAE Asset Allocator account shall therefore be subject to BBAE's management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the "Assets" or "Account"). Additionally, Client agrees and understands that BBAE shall not offer or provide brokerage services to the Client in any manner at any time.
- Client authorizes BBAE to respond to inquiries from, and communicate and share information with, Client's attorney, accountant and other professionals to the extent necessary in furtherance of BBAE's services under this Agreement.
- The Client agrees to provide information and/or documentation requested by BBAE in furtherance of this Agreement as pertains to Client's investment objectives, needs and goals or of any specific investment restrictions governing the Account by virtue of any law, regulation or other contract or instrument purporting to bind the Client or BBAE, and to keep BBAE informed of any changes regarding same. The Client acknowledges that BBAE cannot adequately perform its services for the Client unless the Client diligently performs his, her or its responsibilities under this Agreement. BBAE shall not be required to verify any information obtained from the Client, Client's attorney, accountant or other professionals, and is expressly authorized to rely thereon; and
- Client acknowledges and understands that the BBAE Asset Allocator, provided by BBAE under this Agreement does not include financial planning, tax planning or any other related or unrelated consulting services. Client's tax attorney or accountant should be relied upon for Client's primary source of tax advice, tax opinions and determinations, and tax-related documents.
- BBAE's annual fee for the BBAE Asset Allocator provided under this Agreement shall be 200 bps (2%) for residents of the United States that are not "qualified clients", as such term is defined in section 205-3(D)(1) of the Investment Advisers Act of 1940. BBAE's annual fee shall be 100 bps (1%) of the market value of the Assets in the Client's BBAE Asset Allocator Account plus ten percent (10%) of the positive performance in such account for non-U.S. residents and all qualified clients. The 100 bps (1%) annual fee shall be prorated and paid monthly, in arrears, based upon the daily average market value of the assets. The ten percent (10%) performance fee shall be prorated and paid yearly, in arrears, based upon the daily average market value of the assets. No increase in the annual fee shall be effective without prior written notification to the Client. For BBAE Asset Allocator Accounts, Client authorizes Apex to charge the Account for the amount of BBAE's fee and to remit such fee electronically to BBAE in accordance with required regulatory procedures. In addition to BBAE's annual fee for the BBAE Asset Allocator, for each Client account with total assets of less than one-thousand dollars (USD $1,000.00) BBAE shall also charge Client a monthly data usage fee of $3.00. Client's total assets shall be based on the average daily asset total of the prior month. BBAE shall pro-rate the data usage fee for partial months.
- The Client shall also incur, relative to all mutual fund purchases, charges imposed directly at the mutual fund level (e.g. advisory fees and other fund expenses); and
- No portion of BBAE's fee shall be based on capital gains or capital appreciation of the Assets except as provided for under the Investment Advisers Act of 1940.
Account minimums to participate in the BBAE Asset Allocator program are as follows.
- Minimum initial investment required is USD $5,000.
- Minimum legacy asset amount is USD $5,000.
- Minimum additional investment amount once legacy amount is reached is USD $2,000.
- BBAE reserves the right, in its sole discretion, to negotiate the fee for certain Client Accounts for any period of time determined by BBAE. In addition, BBAE may reduce or waive its fees for the Accounts of some Clients without notice to, or fee adjustment for, other Clients.
Statement of Fees
Pursuant to Section 2 above, fees earned by BBAE shall be set forth in the Client's account statement. Such account statement, whether created and/or sent by BBAE or, shall set forth, in reasonable detail, the amount of such fee, how such fee was calculated, and the value of the assets on which such payment is based, and such statement shall be delivered to the Client electronically. Each party shall take any and all steps which may be necessary or appropriate, including without limitation the execution of instructions to or agreements with Apex authorizing such payments, to give effect to the provisions of Section 3. The Client hereby acknowledges that it shall be the Client's responsibility to verify the accuracy of the calculation of BBAE's fee as set forth herein, and further acknowledges that Apex shall not make any determination as to the accuracy of any such calculation.
- Account Assets shall be held by Apex, an independent custodian, and not by BBAE. BBAE shall have no authority, responsibility or obligation with respect to the custody, receipt or delivery of securities or other assets in the Account.
- With respect to the BBAE Asset Allocator, Client authorizes BBAE to give instructions to Apex with respect to all investment decisions regarding the Assets, and Apex is hereby authorized and directed to effect transactions, deliver securities, and otherwise take such actions as BBAE shall direct in connection with the performance of any of BBAE's obligations respecting the BBAE Asset Allocator.
Execution of Brokerage Transactions
- BBAE has entered into an agreement with Redbridge whereby Redbridge shall execute securities brokerage transactions for the Client's Account. BBAE reasonably believes Redbridge will provide "best execution", issue accurate reports on a timely basis and deliver information when requested. In seeking best execution, the determinative factor is not the lowest possible commission cost but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer's services including the value of research provided, execution capability, commission rates, and responsiveness. Accordingly, although BBAE will seek competitive commission rates, it may not necessarily obtain the lowest possible commission rates for Account transactions.
- BBAE may purchase or sell the same securities for several clients at approximately the same time, or it may combine or "batch" such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among some or all the BBAE Asset Allocator client accounts. Under this procedure, transactions will be averaged as to price and will be allocated among multiple BBAE Asset Allocator clients in proportion to the purchase and sale orders placed for each client account on any given day. To the extent that BBAE determines to aggregate client orders for the purchase or sale of securities, it shall not receive any additional compensation or remuneration as a result of the aggregation.
- BBAE does not permit the Client to choose the particular broker-dealer BBAE uses to execute transactions for the Client's account.
- The Client recognizes and agrees that in order for BBAE to discharge its responsibilities, BBAE shall engage on Client's behalf in securities brokerage transactions described in Section 1 herein.
- Client shall be responsible for all custodial fees, clearing fees, interest, withholding or transfer taxes or other expenses incurred in connection with all Account transactions.
BBAE does not guarantee the future performance of the Client's account. Client understands that investments made via the BBAE Asset Allocator product or via the Redbridge Self-Direct product, involve substantial risk and are subject to various market, currency, economic, political and business risks, and that those investment decisions and actions will not always be profitable. Client may not get back the amount invested in either account. Subject to the Investment Advisers Act of 1940, BBAE shall have no liability for any losses in Client's account. The price of any security or the value of an entire asset class can decline for a variety of reasons outside of BBAE's control, including, but not limited to, changes in the macroeconomic environment, unpredictable market sentiment, forecasted or unforeseen economic developments, interest rates, regulatory changes, and domestic or foreign political, demographic, or social events. There is no guarantee that BBAE's judgment or investment decisions about particular securities or asset classes will necessarily produce the intended results. BBAE's judgment may prove to be incorrect, and a Client might not achieve his or her investment objectives. High volatility and/or the lack of deep and active liquid markets for a security may prevent a Client from selling her securities at all, or at an advantageous time or price because BBAE and the Client's Broker may have difficulty finding a buyer and may be forced to sell at a significant discount to market value. Additional risks are disclosed in BBAE's Form ADV Part 2 "Brochure." Finally, performance based fees can increase the risk of excessive trading in Client accounts. The BBAE Asset Allocator by its automated nature limits excessive trading risk, although human programming error may result in excessive trading.
Directions to the Adviser
All directions, instructions and/or notices from the Client to BBAE shall be in writing and entered via BBAE's website or mobile application. BBAE shall be fully protected in relying upon any direction, notice, or instruction until it has been duly advised in writing of changes therein.
Representations by Adviser
- BBAE is a limited liability company and has full power and authority to perform its obligations under this Agreement and is qualified to do business in every jurisdiction in which the failure to so qualify could have a materially adverse effect on BBAE's ability to comply with and perform its obligations under this Agreement;
- This Agreement shall be duly authorized, executed and delivered on behalf of BBAE and, assuming due authorization, execution, and delivery by the Client, constitutes a valid and binding agreement of BBAE enforceable in accordance with its terms;
- BBAE shall notify Client of any material changes in the limited liability company, within a reasonable time period after the change; and
- BBAE is duly registered as an investment adviser under the Investment Advisers Act of 1940, and such registration shall be maintained by BBAE at all times during the term of this Agreement. BBAE has all other governmental and regulatory licenses and approvals required to conduct business and to perform its obligations under this Agreement.
Representations by Client
- This Agreement has been duly authorized, executed and delivered on behalf of the Client and, assuming due authorization, execution and delivery by BBAE, constitutes a valid and binding agreement of the Client enforceable in accordance with its terms;
- The information set forth elsewhere on the Client account form, any Schedules to this Agreement and all other information Client has provided to BBAE with respect to investment objectives, financial situation, suitability or otherwise is true, complete and correct; and
- Neither the Client nor any beneficial owner thereof is a person, government, country or entity: (1) that is listed in the Annex to, or is otherwise subject to the provisions of, United States Executive Order 13224, as issued on September 23, 2001 and as subsequently supplemented ("EO 13224") (which list is published at http://www.treasury.gov/terrorism.html); (2) whose name appears on the most current U.S. Office of Foreign Assets Control ("OFAC") list of "Specially Designated Nationals and Blocked Persons" (which list is published by the OFAC website http://www.treas.gov/ofac); (3) who commits, threatens to commit or supports "terrorism", as that term is defined in EO 13224; (4) that is a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior official of a foreign government-owned corporation (a "Senior Foreign Political Figure"), including any corporation, business or other entity that has been formed by, or for the benefit of a Senior Foreign Political Figure; (5) that is a foreign bank that does not have a physical presence in any country (a "Foreign Shell Bank"), other than a Foreign Shell Bank that (i) is an affiliate of a depository institution, credit union, or foreign bank that maintains a physical presence in the United States or a foreign country, as applicable, and (ii) is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union or foreign bank; or (6) who is otherwise affiliated any person, government, country or entity listed above. Any funds used by the Client to invest in the Account were not, directly or indirectly, derived from activities that may contravene U.S. federal and/or state laws and regulations, including anti-money laundering laws, or that may contravene the anti-money laundering laws of any other jurisdiction.
- Except as otherwise provided by federal or state securities laws, BBAE, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers introduced to the Client by BBAE, including a broker-dealer and/or Apex.
- If the Client account contains only a portion of the Client's total assets, BBAE shall only be responsible for those assets that the Client has designated to be the subject of BBAE's BBAE Asset Allocator under this Agreement without consideration to those additional assets not so designated by the Client.
The Client shall be responsible for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Client shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type of events pertaining to the Assets. BBAE shall correspondingly instruct Apex to forward to the Client, via email or via BBAE's website or mobile application, copies of all proxies and shareholder communications relating to the Assets. BBAE shall not have discretion to vote or take any other action with respect to securities or the execution of proxies solicited from time to time by, or with respect to, the issuers of securities held in the Account.
Records and Reports
BBAE and/or Redbridge shall provide the Client with periodic reports for the Account. BBAE shall maintain proper and complete records relating to its services under this Agreement, including records with respect to the sale and purchase of securities for the Account. All records maintained pursuant to this Agreement shall be subject to examination by the Client and by persons authorized by it at all times upon reasonable notice.
Assets held in the Account will be valued at the most recent fair market or net asset value, as appropriate. Such valuations may be estimated and subject to later adjustment. Although BBAE reviews the valuations provided to BBAE for all the securities or other investments in which the Account may be invested, BBAE is not able to verify all such valuations provided to BBAE.
Scope of Duties
- The Client recognizes that the opinions and actions of BBAE shall be based on advice and information deemed to be reliable, but not guaranteed by or to BBAE. It is agreed that the sole standard of care imposed upon BBAE by this Agreement is to act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person 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 objectives and that BBAE shall not be liable to the Client for any act or omission in the absence of gross negligence or willful misconduct. Except as otherwise expressly provided by law, BBAE shall have no duties or obligations to the Client pursuant to this Agreement other than as set forth herein. Nothing herein shall in any way constitute a waiver or limitation of any right of any person under federal securities laws or any state securities laws.
- BBAE and the Client each agree to indemnify and hold harmless the other and each of its officers, directors and employees against any and all losses, claims, damages, liabilities, or litigation (including reasonable attorneys fees and other expenses) to which the indemnified party becomes subject, insofar as such matters arise out of, or are based upon, any material breach of this Agreement by the indemnifying party.
In connection with its performance under this Agreement, BBAE may have access to confidential information concerning the Client, its affiliates or their respective customers (collectively, "Confidential Client Information"). Except to the extent disclosure is required by law or requested by applicable regulators or self-regulatory organizations, BBAE shall not at any time, whether during or after the term of this Agreement, directly or indirectly, disclose or communicate to any person or entity, other than such of its employees and agents as have a need to know such information in connection with the performance of BBAE's services hereunder any of the Confidential Client Information, without prior written consent of the Client.
Client acknowledges that, during the term of this Agreement, Client may come into possession of BBAE's confidential and proprietary information from time to time, including, but not limited to, its investment related strategy and investment related reports and documents prepared for the Client, as well as its fees under this Agreement. The BBAE's confidential information will be held and treated by the Client and its officers, directors, partners, employees, representatives, agents and consultants (collectively, "Representatives") in confidence and, expect as otherwise provided herein, will not be disclosed by the Client or its Representatives to any other person or entity without BBAE's prior written consent.
Client acknowledges that BBAE's BBAE Asset Allocator investment strategy is for the Client's exclusive benefit and not for the benefit of any other person, and that BBAE's investment strategy may not be used by the Client in connection with any other account.
This Agreement will continue in effect until terminated by either party by written notice to the other (email notice will not suffice), which written notice must be signed by the terminating party. Termination of this Agreement will not affect (i) the validity of any action previously taken by BBAE under this Agreement; (ii) liabilities or obligations of the parties from transactions initiated before termination of this Agreement; or (iii) Client's obligation to pay BBAE's fees (prorated through the date of termination). Upon the termination of this Agreement, BBAE will have no obligation to recommend or take any action with regard to the securities, cash or other investments in the Client's Account.
This Agreement may not be assigned (within the meaning of the Investment Advisers Act of 1940) by the Client without BBAE's prior written consent. BBAE may assign this Agreement (within the meaning of the Investment Advisers Act of 1940) and require only the negative consent of the Client, wherein the Client shall be provided with thirty days within which to opt out of the assignment and transfer its accounts elsewhere. The Client acknowledges and agrees that transactions that do not result in a change of actual control or management of BBAE shall not be considered an assignment pursuant to Rule 202(a)(1)-1 under the Investment Advisers Act of 1940.
Non-Exclusive Advisory Services
BBAE, its officers, employees, and agents, may have or take the same or similar positions in specific investments for their own accounts, or for the accounts of other clients, as BBAE advises for the Client's BBAE Asset Allocator Account Assets. Client expressly acknowledges and understands that BBAE shall be free to render investment advice to others and that BBAE does not make its BBAE Asset Allocator product available exclusively to Client. Nothing in this Agreement shall impose upon BBAE any obligation to purchase or sell, or to recommend for purchase or sale, for the account any security which BBAE, its principals, affiliates or employees, may purchase or sell for their own accounts or for the account of any other client.
Death or Disability
The death, disability or incompetency of Client will not terminate or change the terms of this Agreement. However, Client's executor, guardian, attorney-in-fact or other authorized representative may terminate this Agreement by giving written notice to BBAE. The Client recognizes that Redbridge may not permit any further Account transactions until such time as any documentation required is provided to Redbridge.
Governing Law; Arbitration
This Agreement shall be governed by and construed in accordance with the law of the state of Delaware, without giving effect to the conflicts of laws provisions thereof. Subject to the conditions and exceptions noted below, and to the extent not inconsistent with applicable law, in the event of any dispute pertaining to BBAE's services under this Agreement, cannot be resolved by mediation, both BBAE and Client agree to submit the dispute to arbitration to be conducted in a location in the United States to be determined by BBAE, in accordance with the auspices and rules of the American Arbitration Association ("AAA"), provided that the AAA accepts jurisdiction. BBAE and Client understand that such arbitration shall be final and binding, and that by agreeing to arbitration, both BBAE and Client are waiving their respective rights to seek remedies in court, including the right to a jury trial. Client acknowledges that Client has had a reasonable opportunity to review and consider this arbitration provision prior to the execution of this Agreement. Client acknowledges and agrees that in the specific event of non-payment of any portion of Adviser Compensation pursuant to Section 3 of this Agreement, BBAE, in addition to the aforementioned arbitration remedy, shall be free to pursue all other legal remedies available to it under law, and shall be entitled to reimbursement of reasonable attorneys fees and other costs of collection. However, this clause shall not constitute a of waiver of any of Client's rights provided under the Investment Advisers Act of 1940, including the right to choose the forum, whether arbitration or adjudication, in which to seek resolution of disputes.
The Client hereby acknowledges prior receipt of a copy of the BBAE's Form ADV Part 2 (Brochure). Client further acknowledges that Client has had a reasonable opportunity (i.e. at least 48 hours) to review said Brochure, and to discuss the contents of same with professionals of his choosing, prior to the execution of this Agreement. If the Client has not received a copy of BBAE's Brochure at least 48 hours prior to execution of this Agreement, the Client shall have 5 business days from the date of execution of this Agreement to terminate BBAE's services without penalty.
Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.
If this Agreement is between BBAE and related clients (i.e. husband and wife, life partners, etc.), BBAE's services shall be based upon the joint goals communicated to BBAE. BBAE shall be permitted to rely upon instructions from either party with respect to disposition of the Assets within the Account, unless and until such reliance is revoked in writing to BBAE. BBAE shall not be responsible for any claims or damages resulting from such reliance or from any change in the status of the relationship between the clients.
The Client acknowledges receipt of BBAE's Privacy Notice.
Entire Agreement/Applicable Law
This Agreement supersedes and replaces, in its entirety, all previous investment management or advisory agreement(s) between the parties. To the extent not inconsistent with applicable law, this Agreement shall be governed by and construed in accordance with the laws of the state of Delaware. In addition, to the extent not inconsistent with applicable law, the venue (i.e. location) for the resolution of any dispute or controversy between BBAE and Client shall be at a location in the United States to be determined by BBAE.
The Client may not modify this Agreement at any time. BBAE may modify this Agreement and require only the negative consent of the Client, wherein the Client shall be provided with thirty days within which to opt out of the modification and transfer its accounts elsewhere.
The Client acknowledges that he/she/they/it has (have) all requisite legal authority to execute this Agreement, and that there are no encumbrances on the Assets. The Client correspondingly agrees to immediately notify BBAE, in writing, in the event that either of these representations should change.