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1808 Aston Ave, Ste 245
Carlsbad, CA 92008
760.603.8881
SUB-ADVISER AGREEMENT
AGREEMENT, made this _____ day of ________________, _______, by and between the undersigned parties,
Sterling Global Strategies (the “Sub-Adviser”), __________________________________________(the “Adviser”, “our
firm”, “us”, or “we”), and _______________________________________ (the “Client”) with respect to the management
of assets in the “Accounts” (hereinafter defined) for which the Adviser is the investment adviser. The “Account(s)” shall
mean those certain client(s) and/or the client assets referred to the Sub-Advisor by the Advisor and identified as such to
the Sub-Adviser by the Adviser.
1.
APPOINTMENT OF INVESTMENT SUB-ADVISER
Our firm hereby retains the Sub-Adviser, as sub-investment adviser, to manage investment and reinvestment of the assets
in the Accounts upon the terms and conditions hereinafter set forth.
2. SERVICES
A. Our firm hereby appoints the Sub-Adviser to act as our agent and attorney-in-fact and delegates to the Sub-Adviser
full power and authority and discretion to buy, sell or otherwise effect transactions for the Accounts and in the name
of the Accounts, except as otherwise provided in Section 9 of this Agreement. The Sub-Adviser agrees that the
investment and reinvestment of the assets in the Accounts shall be in accordance with the investment objectives and
policies as set forth on Schedule A and subject to all restrictions applicable to the Accounts as communicated in
writing by our firm to the Sub-Adviser. Such investment objectives, policies and restrictions may be amended from
time to time by written notification of the Adviser to the Sub-Adviser. We shall promptly forward to the Sub-Adviser
in writing any and all changes to such investment objectives, policies and restrictions.
B. At the reasonable request of our firm, representatives of the Sub-Adviser shall from time to time participate with our
firm in periodic consultations by telephone with an Account regarding management of that Account.
C. The parties agree that voting of proxies with respect to the portfolio securities of the Accounts shall be performed by
and shall be within the discretion of the Sub-Adviser. We agree to forward all proxies, upon receipt, to the SubAdviser. The Sub-Adviser shall not be required to take any action with respect to legal proceedings relating to assets
in the Accounts, including without limitation n bankruptcy or insolvency proceedings or class action lawsuits. The
Sub-Adviser shall forward promptly to us any notice or documentation related in any way to any such legal
proceedings received by the Sub-Adviser.
D. The parties agree that the Sub-Adviser shall be responsible for reporting eligible holdings of the Accounts on the
Sub-Adviser's Form 13F. In addition, the Sub-Adviser shall be responsible for filing Schedule Gs, as appropriate,
with respect to the Accounts and to comply with all related reporting and notice obligations. The Sub-Adviser agrees
to forward promptly to us copies of such Form 13Fs and Schedules 13G, as filed.
3. BROKERAGE
A. The Sub-Adviser shall select brokers and dealers for any purchase or sale of assets of the Accounts and is hereby
directed to obtain for the Accounts in such transactions “best price and best execution.” Consistent with the
foregoing, the Sub-Adviser may, in the allocation of portfolio brokerage business and the payment of brokerage
commissions, consider the brokerage and research services furnished the Sub-Adviser by brokers and dealers, in
accordance with the provisions of Section 28(e) of the Securities Exchange Act of 1934, as amended. Such research
generally will be used to service all of the Sub-Adviser's clients, but brokerage commissions paid by the Accounts
may be used to pay for research that is not used in managing the Accounts.
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B. Should an Account direct in writing that the Adviser or the Sub-Adviser use a particular broker or dealer, then such
Account will negotiate terms and arrangements for such Account with that broker or dealer and the Sub-Adviser will
not seek better execution services or prices from other broker-dealers. As a result, such Account may pay higher
commissions or greater spreads, or receive less favorable net prices, on transactions for the Account than would
otherwise be the case.
C. Neither the Adviser nor the Sub-Adviser shall be responsible for or liable for the acts or omissions of any brokerdealer.
4. APPOINTMENT OF CUSTODIAN
Custody of all assets in the Accounts subject to this Agreement shall be maintained by such custodians as the applicable
Account and the Adviser shall determine and the Adviser shall provide the necessary written information with respect to
such custodian(s) to the Sub-Adviser.
5. PROCEDURE
A. The Sub-Adviser shall at no time receive, retain or physically control or have custody over any cash, securities or
other assets forming any part of the Accounts.
B. The Accounts have given, or shall give, the broker and the custodians standing instructions to forward to the SubAdviser or its designee, simultaneously with the transmittal thereof to the Adviser, confirmations of all transactions
relating to the Accounts, together with the monthly statements for such Account.
C. The Sub-Adviser agrees to maintain appropriate records of all of its activities hereunder. The Sub-Adviser agrees to
send to the Adviser statements on a quarterly basis or at such other times as reasonably requested by the Adviser,
listing all securities held by each Account and showing the market value of each Account determined by it in good
faith. In addition, the Sub-Adviser agrees to prepare quarterly reports for the first three quarters of the calendar year
and an annual report which shall contain lists of all the results achieved in the previous quarter or year. Quarterly and
annual reports shall be furnished to the Adviser within the time frames required by the particular Account or not later
than fifteen (15) business days after the end of each such calendar quarter or calendar year, as the case may be. The
Sub-Adviser may not furnish such reports to any person other than the Adviser without the Adviser's prior written
permission. The Sub-Adviser shall also furnish the Adviser with such other information with regard to the affairs of
the Accounts as the Adviser may from time to time reasonably request. The Sub-Adviser shall promptly notify the
Adviser in writing (including by electronic transmission, facsimile or any other electronic means mutually agreed
upon by the Sub-Adviser and the Adviser) of any purchase or sale made for an Account.
D. Except as may be required to carry out the purposes of this Agreement or by law or legal or taxing authority, each
party to this Agreement shall keep confidential, and will not disclose to third parties, any confidential information
relating to the Accounts or provided by such party to the other party.
6. REGULATORY DISCLOSURES
A. Licensing. The Sub-Adviser represents to the Adviser, and the Adviser represents to the Sub-Adviser, that it is
registered as an “Investment Adviser” under the Investment Advisers Act of 1940 (“Advisers Act”).
B. Information. The Sub-Adviser has delivered to the Adviser and the Adviser hereby acknowledges receipt of a copy
of its current Form ADV. The Sub-Adviser agrees to provide promptly to the Adviser any amendments to its Form
ADV and such other disclosure statements as the Adviser reasonably requests. The Adviser shall promptly furnish all
such disclosure statements to the Accounts and, at least annually, deliver a summary of material changes to Adviser’s
Form ADV Part 2 and offer to deliver a complete copy of its Form ADV 2 and any other required disclosure
statements to the Account as may be required under California state statutes and rules. The Adviser shall provide the
Sub-Adviser with proof of such offerings as may be reasonably requested by the Sub-Adviser.
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7. AUTHORITY OF ADVISER
The Adviser represents to the Sub-Adviser that it has the power and authority to appoint the Sub-Adviser with full power
to manage (including the power to acquire and dispose of) all or a portion of an Account's assets subject to this
Agreement.
8. STANDARD OF CARE AND LIMITATION OF WARRANTY
A. In managing the Accounts, the Sub-Adviser will 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. Except for loss resulting from negligence,
misfeasance, bad faith or reckless disregard on the part of the Sub-Adviser in performance of its duties hereunder,
neither Sub-Adviser nor any of the Sub-Adviser’s officers, directors, shareholders, or employees shall be liable
hereunder for any action taken or not taken by it in its best professional judgment, in good faith and believed by it to
be within its authority as conferred in this Agreement. Applicable laws, including federal securities laws, may
impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this
Agreement shall waive or limit any rights which the Accounts may have under those laws.
B. The Adviser understands that the Sub-Adviser serves as investment manager for other clients and will continue to do
so. The Adviser also understands that the Sub-Adviser, its personnel and affiliates ("Affiliated Persons") may give
advice or take action in performing their duties to other clients, or for their own accounts, that differ from advice
given to or action taken for the Accounts. The Sub-Adviser is not obligated to buy, sell or recommend for the
Accounts any security or other investment that the Sub-Adviser or its Affiliated Persons may buy, sell or recommend
for any other client or for their own accounts.
C. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor, and unless otherwise
provided or authorized, shall have no authority to act for or represent the Adviser in any way or otherwise be deemed
an agent for the Adviser or the Accounts.
D. Adviser warrants that at no time during or after its relationship with Sub-Adviser shall proprietary models,
calculations or other information or strategic investment practice of Sub-Adviser be copied, replicated or
utilized for any of its other managed accounts, sub-accounts, separately managed accounts, or other
portfolios or funds it may advise that are not being managed by Sub-Adviser.
9. CASH MANAGEMENT
The Adviser and the Sub-Adviser understand and agree that funds held pending investment may be temporarily invested
in such money market or other fund or funds to be designated from time to time by the Adviser. The Sub-Adviser shall
have no responsibility or liability for any funds so invested.
10. DURATION AND TERMINATION
A. This Agreement may be terminated by either the Adviser or the Sub-Adviser upon thirty (30) days written notice of
such termination delivered to the other party. Termination of this Agreement shall not, in any case, affect or
preclude the consummation of any transaction initiated prior thereto.
B. Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on the unpaid
balance of the compensation described in Section 11 of, and Schedule B to, this Agreement earned prior to such
termination.
11. FEES AND EXPENSES
A. Fees payable to the Adviser, Sub-Adviser and Broker-Dealer pursuant to this Agreement shall be determined in
accordance with, and payable pursuant to, the attached Schedule B.
B. The Sub-Adviser shall pay all its expenses including without limitation the expense of office space, equipment,
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insurance and personnel for the performance of the services provided by the Sub-Adviser pursuant to this
Agreement.
12. ASSIGNMENT
This Agreement may not be assigned by the Sub-Adviser without the consent of both parties. Sub-Adviser may delegate
to a third party certain non-investment management functions, and may delegate to its affiliates any investment
management or advisory functions under this Agreement.
13. NOTICES
Any notice, report or other communication required or permitted to be given hereunder shall be in writing and shall,
unless some other method of giving such notice, report or other communication is accepted by the party to whom it is
given, be given by being mailed by certified mail to the following address of the parties thereto:
If to ____________________[Adviser]:
___________________________ [Adviser address]
___________________________
If to Sterling Global Strategies:
1808 Aston Ave, Suite 245
Carlsbad CA, 92008
14. MODIFICATION/BINDING EFFECT
This Agreement shall not be changed, modified, terminated or discharged in whole or in part, except by an instrument in
writing signed by both parties hereto, or their respective successors. This Agreement shall bind any successors of the
parties hereto.
15. SEPARABILITY
If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected to the full extent possible.
16. APPLICABLE LAW
The laws of the State of California shall control all matters relating to this Agreement and shall apply to the extent not
preempted by Federal law.
CLIENT:
ADVISER REPRESENTATIVE :
Signature: _________________________________
Signature: _________________________________
Printed Name & Title: ________________________
Printed Name & Title: ________________________
Date: _____________________________________
Date:
_____________________________________
Firm Name & Tax ID#:_________________________
SUB-ADVISER: STERLING GLOBAL STRATEGIES
Signature: _________________________________
Printed Name & Title: ________________________
Date:
_____________________________________
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Contract#_____________
SCHEDULE A
NAME & ADDRESS OF BROKER-DEALER / CORPORATE RIA:
________________________________________________________________________________________________
DOLLAR AMOUNT INVESTED
Contract Amount
$________________________
Contract Beginning Date:_______________________
INVESTMENT STRATEGY ALLOCATION (select only one of the following)
Sterling Tactical Rotation
Sterling Tactical Bond
Sterling Alternative Bond
Sterling Global Allocation
INVESTMENT OBJECTIVES AND POLICIES
Each Account’s investment objectives and policies in addition to the responses below will be promptly delivered to the
Sub-Adviser upon the Adviser’s receipt thereof from the Account.
1. What is your client’s Investment Objective?
Capital Preservation
Income
Growth
Growth & Income
Aggressive Growth
2. What is your client’s Risk Tolerance?
Conservative
Moderate
Aggressive
3. What is your client’s investment Time Horizon?
Less than 3 years
3-8 years
Greater than 8 years
4. What percentage of your client’s overall Investible Assets are in this account?
Less than 30%
30% - 70%
Greater than 70%
SCHEDULE B
FEE SCHEDULE
Sterling Global Strategies Platform Fee
Adviser Fee
Broker-Dealer/Corporate RIA Fee
__
%
______%
______%
Total Account Fee Assessed
______%
Fees are paid quarterly in advance and calculated on the Account’s balance on the last day of the previous quarter. This
Account Fee includes the Adviser’s fee plus the fees for utilizing the Sterling Global Strategies Platform and BrokerDealer’s fee (together the “Advisory Fee”). Additionally, Accounts may incur transaction charges for trades executed in
their accounts. These transaction fees are separate from Advisory Fee and will be disclosed by the firm that the trades are
executed through. Also, Accounts may be charged the following separately incurred expenses, which Adviser, SubAdviser and Broker-Dealer do not receive any part of: charges imposed directly by a mutual fund, index fund, or
exchange traded fund which shall be disclosed in the fund’s prospectus (i.e., fund management fees and other fund
expenses). Compensation will be paid in advance within 30 calendar days after the Adviser’s receipt of such investment
management fees. If the Sub-Adviser shall serve for less than the whole of any period for which the Adviser’s
compensation is calculated, the Sub-Adviser’s compensation shall be determined as provided above and shall be payable
on a pro rata basis for the period for which it has served as Sub-Adviser hereunder.
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