INVESTMENTS, INC. FINANCIAL CONSULTING AGREEMENT We appreciate the opportunity
to provide you with financial consulting services and we look forward to being
of assistance. This Agreement is entered into by Yao Investments, Inc. and _______________________________ (“Client”). In consideration of the
mutual benefits to be derived from this Agreement, it is understood and agreed
SERVICES: Based upon information you
agree to furnish, Yao Investments, Inc. will provide the following:
We will discuss and gather information
pertaining to your current financial matters in an effort to determine your
needs, goals and objectives, time horizon and risk tolerance and assess your
current circumstances. This assessment includes examining the strengths and
weaknesses of your current situation.
Following this assessment, we will explore the
following areas, as appropriate for your situation: Cash Flow Management
Prudent Debt Management Insurance Planning College Funding Investment Portfolio
Management Retirement Accumulation Planning Sustainable Retirement Income
Planning Proactive Tax Planning Estate and Beneficiary Planning
Yao Investments, Inc. will develop an
individualized investment policy including analysis, specific recommendations,
asset allocation and assistance with implementation.
Once your investment plan is in place, we will
provide ongoing management of your portfolio assets. We will generally conduct
internal portfolio reviews on a monthly basis. However, reviews may occur more
or less often, depending upon the underlying assets of your portfolio and your
Yao Investments, Inc. will remain available on
an ongoing basis. We will meet as often as necessary to discuss investment and
financial planning issues. At a minimum, we will schedule annual or semi-annual
If deemed appropriate, we may help you select
other professionals in an effort to implement financial planning
Periodic reports are provided detailing the
Quarterly performance reports are sent to you
following the first year of management.
We provide a tabbed binder serving as an
organizational system for reports and correspondence.
SERVICES NOT PROVIDED:
service is not designed to address all of your financial needs. We do not sell
insurance, prepare tax returns, nor create estate planning documents. Yao
Investments, Inc. only provides Financial Consulting Services under the terms
of this Agreement. Yao Investments, Inc. does not provide custody of assets or
securities or accounting services. We will not provide legal advice nor prepare
any legal documents. We will, however, coordinate our efforts with your tax,
insurance and legal professionals as you deem appropriate. You understand your
responsibility to secure the assistance of your personal accountant or legal
counsel when the need for such services arises. Yao Investments, Inc.’s
services and recommendations are based upon the portfolio assets as displayed
on the Model Portfolio Report. Other assets you may have are not supervised
under this advisory agreement. 1
recognize that the value and usefulness of the advisory services provided by Yao
Investments, Inc. will be dependent upon information you provide and upon your
active participation in the formulation of planning objectives. You agree to:
Provide detailed information and copies of
documents (such as existing account statements, tax returns, estate planning
documents) to permit complete evaluation of your financial situation
Notify Yao Investments, Inc. promptly of any
changes in your personal or financial situation
to provide the information necessary for Yao Investments, Inc. to fulfill the
services outlined in this contract may result in termination of the Financial
our Client is not a natural person, you, as an authorized individual, represent
and confirm that the engagement of the Adviser pursuant to the terms of this
Agreement, is authorized by the governing documents relating to the Client and
that the terms of this Agreement do not violate any obligations by which the
Client is bound. You agree to deliver all forms, corporate resolutions or
similar documentation evidencing the undersigned’s authority to execute and
deliver this Agreement. You also agree to deliver such organizational documents
and other documents as we may reasonably require. You further agree to promptly
deliver all amendments or supplements to the foregoing documents, and agree
that Yao Investments, Inc. is not liable for any losses, costs or claims suffered
or arising out of your failure to provide us with any documents required to be
furnished hereunder. The Client warrants and represents that it owns all
property deposited in the Account(s) and that no restriction on disposition
exists to any such property.
acknowledge that nothing contained in this Agreement violates the terms and
conditions of any other agreements to which you may be bound.
NON-EXCLUSIVE ADVISORY SERVICES:
is understood that Yao Investments, Inc. performs financial consulting services
for various clients. You agree that we may give advice and take action with
respect to any of our other clients that may differ from advice given to you.
Nothing in this Agreement shall limit or restrict Yao Investments, Inc. from
rendering financial consulting services to any other person or firm, or to
engage in any other business activities so long as this Agreement or any
extension, renewal or amendment hereof shall remain in effect, or until we may
otherwise consent. Yao Investments, Inc. will not have any obligation to
recommend for purchase or sale, for the Portfolio, any security or other asset
we may purchase, hold or sell for our own accounts or for the accounts of any
Financial Consulting Agreement is valid until terminated by Yao Investments,
Inc. or the client. Either party may terminate this Agreement anytime upon
receipt of written notice. Termination will be effective as of the date written
notice is received. Client may terminate this Agreement within five (5)
business days after entering the agreement and incur no management fees. Your
death, disability or incompetency will not automatically terminate or change
the terms of this Agreement. However, your personal representative, guardian,
attorney-in-fact, or other authorized representative may cancel this agreement
by giving written notice to us. This allows our continued involvement on behalf
of your heirs unless this Agreement is cancelled as stated above.
for Financial Consulting Services are calculated as follows:
Up to $200,000 2.00%
$200,000 to $500,000 1.00% per
Over $3,000,000 0.25%
Consulting fees are payable at the end of each calendar quarter based on the
portfolio value as of the last business day of the quarter. The minimum
quarterly fee is $1,250. Fees for partial quarters are calculated on a pro-rata
Investments, Inc. does not accept performance fees. The fees set forth are for
financial analysis and Financial Consulting Services only and do not include
any other professional services that may be required to implement the
recommendations made by Yao Investments, Inc.
authorizes payment of fees by the custodian holding Client’s funds and
securities. Several criteria must be met when payment is made by the custodian:
(1) The Client provides written authorization permitting the fees to be paid
directly from the Client’s account held by the independent custodian, and the
authorization is limited to withdrawing contractually agreed upon investment
advisor fees. (2) The Advisor must notify the Client, in writing, by at least
first class mail, of the exact amount of the proposed withdrawal and the
specific manner or basis on which the fee has been calculated, and such notice
shall advise the Client of the opportunity to object to the invoiced amount and
the manner in which the objection shall be made. (3) The frequency of fee
withdrawal shall be specified in the written authorization/agreement. (4) The
custodian of the account shall be advised in writing of the limitation on the
Advisor’s access to the account. (5) The custodian agrees to send to the Client
a statement, at least quarterly, indicating all amounts disbursed from the
account including the amount of advisory fees paid directly to the Advisor. (6)
The Client shall be able to terminate the written billing authorization or agreement
at any time. Payment of fees may be made directly by Client upon request.
Client authorizes the sale of securities if there is insufficient cash for the
debiting of management fees. Client acknowledges that taxable gains could
result from such sales.
Limited Power of Attorney (LPOA) is generally executed with the custodian of
Client assets. The LPOA does not provide Yao Investments, Inc. with custody of
Client securities. Yao Investments, Inc. does not and will not have custody of
Client funds or securities. The LPOA provides Yao Investments, Inc. with the
power to execute trades on the Client’s behalf, and authorizes the custodian to
deduct management fees from Client’s account upon direction from Yao
Investments, Inc. Generally, Charles Schwab & Co., Inc. is recommended as
broker to execute securities transactions. Client, however, retains authority
to direct trades to other brokers. Yao Investments, Inc. will not exercise
discretionary control over any of Client’s assets. Yao Investments, Inc. shall
be responsible only to make investment recommendations to Client and to execute
investment transactions after obtaining Client’s approval. Client will retain
absolute discretion over all investment decisions.
an asset allocation is agreed upon for the portfolio, a Model Portfolio is
developed which identifies specific target percentages for each asset. If the
actual percentages diverge from the target percentages, Client authorizes Yao
Investments, Inc. to buy and/or sell securities to rebalance the portfolio
closer to the targets. If Client requests a cash withdrawal, Client authorizes Yao
Investments, Inc. to sell assets, if necessary, to meet the cash needs. Certain
asset sales could result in taxable gains. Client authorizes Yao Investments,
Inc. to invest cash deposits made to Client accounts in order to move the
portfolio closer to the target percentages. Account custodians will debit
Client accounts for various trading expenses, including brokerage commissions,
margin interest, custodial fees, and bank or brokerage service fees, as
applicable. No portion of such fees is received by Yao Investments, Inc. or by
its principals or its Advisory Representatives.
information you may furnish to Yao Investments, Inc., including the Firm’s
Associated Persons, and all information and advice we provide you, shall be
treated as confidential and shall not be disclosed to third parties. The only
exceptions to this policy are when you specifically direct us to provide
information to a third party or where we may be required to do so pursuant by
law or regulation.
Investments, Inc. is a Registered Investment Adviser regulated by the
Securities and Exchange Commission and is subject to the Securities and
Exchange Commission’s Investment Adviser’s Act of 1940 as well as the
anti-fraud provisions of the California Securities Act.
at Yao Investments, Inc. must be CERTIFIED FINANCIAL PLANNERSTM (CFP®) or begin
enrollment in a course of study leading to the CFP® designation within one year
of hire. As CERTIFIED FINANCIAL PLANNERSTM, all advisors must comply with the
Standards of Professional Conduct established and published by the CFP® Board.
BASIS OF ADVICE:
understand that Yao Investments, Inc. obtains information from a wide variety
of publicly available sources. Yao Investments, Inc. does not have, nor does it
claim to have sources of inside or private information. The recommendations
developed by Yao Investments, Inc. are based upon the professional judgment of Yao
Investments, Inc. and the Firm cannot guarantee the results of any
LIMITATION OF LIABILITY:
understand that risks are inherent in any investment and that some investment
decisions will result in profits and others in losses. You further understand
there is no guarantee that your investment objectives will be achieved. Yao
Investments, Inc. cannot assure a net profit, but will provide its best
judgment to help achieve Client’s investment goals. Yao Investments, Inc. shall
not be liable for any loss incurred with regard to your account, except where
the loss directly results from our negligence or misconduct. Yao Investments,
Inc. will not be responsible for the acts or omissions or insolvency of any
other agent, broker or independent contractor selected to take any action or to
negotiate or consummate any transaction for your account. Nothing in this
Agreement shall in any way constitute a waiver or limitation of any rights that
you may have under Federal or State securities laws (or ERISA, if the “Client”
is a qualified plan under ERISA).
is our goal to ensure that our Clients have an opportunity to clearly and
precisely communicate their needs. We believe open communication is the key to
a successful investment advisory relationship. If, at any time, you feel we are
not meeting your expectations, you agree to contact us promptly, so that we may
review the matter and take corrective action. This is extremely important to
us, because we want to make sure you are treated fairly. Although we cannot
promise or guarantee any investment results, we are committed to providing good
service to our Clients. If we are not able to resolve your concerns, we ask
that we first seek to resolve any conflicts in Mediation before resorting to
any other forum. Nevertheless, nothing stated herein shall constitute a waiver
of any rights you may have under Federal or State securities laws.
CONFLICTS AMONG CLIENTS / SPOUSES:
Yao Investments, Inc. provides services to two or more individuals (example:
husband and wife), recommendations will be based on the specific goals stated
by the Clients, and we will assume that the relationship between the
individuals will continue. Married couples are considered as one client.
Therefore, any information given by one partner may be shared with the other.
Authorizations by one partner shall bind both. SEVERABILITY: Each section of
this Agreement and every provision therein shall be severable from every other
section of this Agreement and any and every provision thereof, and the
invalidity or enforceability of any section or provision shall not affect the
validity of any other section or provision of this Agreement.
responsibility to vote all proxies for all securities in the account shall
___Client (Check one only)
Agreement shall be governed by the laws of the State of California, the
Securities & Exchange Commission’s Investment Adviser’s Act of 1940 and the
anti-fraud provisions of the California Securities Act.
Agreement shall inure to benefit any successor of Yao Investments, Inc. and
shall be binding upon the successors and assigns of Client. Yao Investments,
Inc. shall not assign this Agreement without the written consent of the Client.
Agreement shall not become effective until acceptance by Yao Investments, Inc.
as evidenced by the signature of an authorized representative below. Regulatory
bodies periodically require additional disclosures to Clients. In such an
instance, Yao Investments, Inc. may amend this Agreement with proper notice
made to Client. The amendment would become effective thirty (30) days after
written notice of the change is given to Client, unless Client elects to
terminate the Agreement. Otherwise, no modification or amendment to this
Agreement shall be effective unless made in writing and signed by Client and an
authorized representative of Yao Investments, Inc.
parties hereto acknowledge and agree that this Agreement alone constitutes the
final written expression of the parties with respect to all matters contained
herein. The parties further acknowledge and agree that prior or contemporaneous
agreements, if any, are merged herein, and this Agreement alone constitutes the
final understanding between the parties.
Investments, Inc. is organized as a Corporation under the laws of the State of
California. If there is a change in the ownership or organization of Yao
Investments, Inc., Clients will receive notification in writing within 30
(thirty) days from the effective date of the change.
Client is an employee benefit plan governed under ERISA, Yao Investments, Inc.
acknowledges that it is a fiduciary, as defined in ERISA, with respect to the
plan’s assets in the account.
otherwise specified herein, all notices, instructions or any other actions
contemplated by this Agreement shall be deemed to be duly given when received
in writing by Yao Investments, Inc.’s office located at 684 West Cromwell
Avenue, Suite 103, Fresno, CA 93711.
hereby acknowledge receipt of:
1. Form ADV Part II as the most recent disclosure document
filed by Yao Investments, Inc. with the Securities and Exchange Commission.
2. Yao Investments, Inc.’s Privacy Notice disclosing our
policies regarding the protection of client confidentiality.
Client Name: _______________________________
Client Name: _______________________________
by: Yao Investments, Inc.
684 West Cromwell Avenue, Suite 103
Fresno, CA 93711 (559) 431-4700
Dated: _________________________________ Authorized Officer: ___________________________