0SPX AutoTrades

Advisory Service Agreement - (IBKCHK01)


Advisory Service Agreement 

 

 Account Number                                                                                

1)

 

 

The undersigned, , [hereinafter “Client”] hereby appoints Orcello, LLC d/b/a 0SPX AutoTrades [hereinafter “Advisor”] to act as advisor for, and to manage the assets of Client’s account(s) [hereinafter “Account”] in accordance with the  following terms and conditions of this agreement [hereinafter “Agreement”].

  1. INVESTMENT MANAGEMENT 

Advisor is to invest and reinvest the securities, cash and/or other investments held in the Account and engage in  such transactions on the Client’s behalf. If the client does not grant discretionary authority, the advisor will  obtain the client’s prior oral or written approval for all transactions. Client understands that the Advisor will not  have any discretionary authority with respect to the Client’s Account unless the Client has given the authority by  initialing above and as detailed in Section 2 below. 

In connection with the advisory services being provided to the Client, Advisor is entitled to rely on the financial  information and other information provided by Client. Client agrees to provide Advisor with all material  information concerning the Client’s personal and financial situation, investment objective and risk tolerance.  Client agrees to inform Advisor promptly of any material change in Client’s circumstances which might affect the  manner in which Client’s assets should be invested and to provide Advisor with such information as it shall be  reasonably requested. The Client represents and warrants that the Client has such knowledge and experience in  investment matters as to be able to determine the appropriateness and suitability of the Client’s Account,  including but not limited to the effect of the fee, on the Client’s potential investment returns and the risks related  to the Client’s Account and investments selected for Client’s Account.  

  1. TRADING AUTHORIZATION (when Fee Based Discretion Account or Commission-based Discretion  Account is initialed above) 

By initializing above, Client hereby grants Advisor discretionary authority to purchase, sell or otherwise acquire or  dispose of stocks, bonds, options, and other securities of every name and nature and rights in respect thereof. If Client  includes appropriate signed margin and/or option agreements with their brokerage account paperwork, Advisor has complete  authority to sell short, on margin or otherwise, and to cover such short sales, to write, buy and sell options on  securities (all of the foregoing hereinafter called “Securities”). The Advisor has complete authority over the  selection, buying and selling securities, without obtaining specific client consent as long as such activity is consistent with restrictions and conditions the Client has placed on the management of Client’s assets. The  Advisor also shall have complete authority to determine the amount of securities bought or sold. 

The "Direct Link fee" referred to herein represents the management fee charged by the Advisor for providing investment advice. In the exercise of discretion concerning the engagement of sub-advisors in connection with investment advice, the Advisor is explicitly prohibited from making any withdrawals in the name of the Client, except for the management and performance fees. This trading authorization remains in continuous effect until it is terminated by either the Client or the Advisor, in accordance with the provisions detailed in Section 12, titled "Termination."

  1. FEES  

For the services performed under this Agreement, the Client shall pay Advisor a fee in the amounts as provided  on Schedule A attached hereto. The Client hereby authorizes Advisor to instruct the Custodian to pay solely the subscription fee from the assets in the Account if Client has opts to do so. Advisor reserves the right and authority to deduct any commissions and expenses associated with the execution of transactions for the Account, along with any out-of-pocket expenses incurred by the Advisor in relation to the Account, directly from the Account itself. Additionally, should the Account's funds prove insufficient to cover subscription and performance fees, these may also be deducted from the Account by the advisor.

  1. CUSTODIAL ARRANGEMENT  

The Client understands that they have the ability to designate the broker-dealer who will carry the Account and/or  execute transactions in the Account for the Client. Advisor will not possess custody of the assets. Client will be responsible for paying all fees, if any, to Custodian. At all times, the Client shall retain sole authority over withdrawal of securities and cash from the Account except as otherwise specified in this Agreement for payment of fees and expenses. Client  authorizes Advisor to instruct Custodian to send Client monthly statements showing all transactions occurring in  the Account during the period covered by the statement and to provide Advisor with those statements.  Arrangements will be made with Custodian to have copies of all confirmations of purchases, sales or exchanges  of securities for the Account(s) and monthly or quarterly statements of all activity in the Account(s) sent to  Client(s) at such address as Client(s) requests. Client is responsible for reviewing statements provided by the  Custodian and confirming and reporting any discrepancies to Advisor. 

  1. RESTRICTIONS  

Client may provide Advisor with reasonable conditions or restrictions on the management of their assets. Any  conditions or restrictions must be specified by the Client in the space provided on the signature page of this  Agreement. 

  1. PROXIES  

The Advisor shall not be required to take any action or render any advice with respect to 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. In addition, the Advisor will not be obligated to render any advice or take any action on behalf of the  Client with respect to securities or other investments held in the Account, or the issuers thereof, which become the  subject of any legal proceedings, including those under the Federal bankruptcy laws. Advisor will arrange for  Client to receive proxy materials and other notices concerning securities in the Account.  

  1. CONFIDENTIALITY  

All information and guidance shared within the scope of this Agreement, whether between the involved parties or their respective representatives, is considered confidential and will not be disclosed to third parties, except when legally mandated or necessary to facilitate the Advisor or its associates in fulfilling their responsibilities under this Agreement. It's important to note that the Advisor reserves the right to share and publish client performance reports with potential clients, as long as these reports do not fully disclose clients' brokerage account numbers, unless a client explicitly expresses their objection to such sharing or publication.

  1. NON-EXCLUSIVE MANAGEMENT 

Advisor, its principals, employees, and agents may have, recommend or take the same or similar positions in  specific investments for their own accounts, or for the accounts of other clients, as the Advisor recommends for  the assets in the Account. The Client expressly acknowledges and understands that Advisor shall be free to render  investment advice to others and that Advisor does not make its investment advisory services available exclusively  to the Client. Nothing in this Agreement shall impose upon the Advisor any obligation to purchase or sell, or to  recommend for purchase or sale, for the Account any security which the Advisor, its principals, employees or  agents may purchase or sell for their own accounts or for the account of another client.  

  1. LIMIT OF LIABILITY 

Except as otherwise provided by federal or state securities laws, the Advisor, 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 assets in the Account, or the acts and/or omissions of other  professionals or third party service providers recommended to the Client by the Advisor, including a broker-dealer  and/or custodian. If the Account contains only a portion of the Client’s total assets, Advisor shall be responsible  for those assets that the Client has designated to be the subject of the Advisor’s investment management services  under this Agreement without consideration to those additional assets not so designated by the Client. 

  1. VALUATION  

All valuations will be performed by Custodian and relied upon by Advisor. Any valuation shall not be deemed a  guarantee of any kind whatsoever with respect to the value of the assets of the Account. Client will receive  monthly statements from Custodian valuing the investment positions of the portfolio. 

  1. RISK ACKNOWLEDGEMENT 

Advisor does not guarantee the future performance of the Account or any specific level of performance, the  success of any investment recommendation or strategy that Advisor may recommend and/or take for the Account.  Client understands that investment recommendations and/or decisions for the Account are subject to various  markets, currency, economic, political and business risks, and that those investment recommendations and/or  decisions will not be always profitable. 

  1. TERMINATION  

This Agreement shall be valid until terminated by Client or Advisor. This Agreement may be terminated at any  time upon written notice by either party and termination will become effective at the end of the next business day.  Upon termination, all prepaid, but unearned management fees will be refunded to Client. Such termination will  not affect the liabilities or obligations of the parties under the Agreement arising from transactions initiated prior  to such termination, including the provisions regarding arbitration, which shall survive any termination. Upon  termination of this Agreement, Advisor shall be under no obligation to recommend any action with regard to, or  to liquidate, the securities or other investments in the Account. Upon termination, it shall be Client’s exclusive  responsibility to issue instructions in writing regarding any assets in the Account. 

  1. DEATH OR DISABILITY 

The death, disability or incompetency of the Client will not terminate or change the terms of the Agreement.  However, Client’s executor, guardian, attorney-in-fact or other authorized representative may terminate this  Agreement by giving written notice to the Advisor.  

  1. ARBITRATION  

In the event of any dispute or disagreement between the parties arising out of or in relation to the interpretation,  application or meaning of this Agreement, or respecting compliance with provisions, the parties will meet in good  faith to attempt to resolve such dispute or disagreement. If the parties are unable to resolve such dispute or  disagreement through such meetings, within 30 days after receipt of written notice (or within such time as  mutually agreed to by the parties) by either party from the other that such dispute or disagreement exists, such  dispute or disagreement will be submitted for arbitration to the American Arbitration Association (“Association”)  at its office in Tallahassee, Florida, in accordance with the procedures rules and regulations of the Association.  The parties agree that the hearing locale of the arbitration will be in Tallahassee, Florida. Any dispute or  disagreement submitted for arbitration wherein monetary damages are claimed, shall be only for actual damages  and the parties expressly agree that no claims for punitive or multiple damages in excess of actual damages shall  be made by either party against the other. Any judgment upon the award rendered by the arbitrator may be  entered in any court of competent jurisdiction. In any such arbitration, each party will bear its own costs and  expenses, including attorneys’ fees and administrative expenses in connection with the arbitration. Unless  mutually agreed upon by the parties in writing, there shall be no obligation to arbitrate changes in or additions to  the terms of this Agreement and no arbitrator shall have the power to add to or subtract from the terms of this  Agreement.  

  1. INDEMNIFICATION  

Each party hereto (the “Indemnifying Party”) agrees to indemnify and hold harmless each other party (each, an  “Indemnified Party”) and all employees, representatives, directors, officers, shareholders and persons affiliated  with the Indemnified Party against all claims, damages, losses, liabilities, costs and expenses (including, without  limitation, settlement costs and any reasonable legal, accounting or other expenses for investigating or defending  any actions or threatened actions) (collectively “Losses”) incurred by the Indemnified Party arising out of or  resulting from (a) the gross negligence, willful misconduct or fraud of the Indemnifying Party or (b) a breach by  the Indemnifying Party of its representations and warranties, covenants or other obligations under this Agreement.  In addition, except in the case of fraud or willful misconduct, Client agrees to indemnify and hold harmless the  Advisor and its respective employees, representatives, directors, officers, shareholders and persons affiliated with  them against all Losses incurred by them in the performance of their obligations under this Agreement.

  1. CLIENT CONFLICTS 

If this Agreement is between the Advisor and related clients (i.e. husband and wife, etc.) the Advisor’s services  shall be based upon the joint goals communicated to the Advisor. The Advisor shall be permitted to rely upon  instructions from either party with respect to the disposition of the assets or the Account, unless and until such  reliance is revoked in writing to the Advisor. The Advisor shall not be responsible for any claims or damages  resulting from such reliance or from any change in the status of the relationship between clients. 

  1. ERISA ACKNOWLEDGEMENTS 

If this Agreement is entered into by a trustee or other fiduciary (“Fiduciary”) of an employee benefit plan (“Plan”)  subject to the Employee Retirement Income Security Act (“ERISA”), such Fiduciary represents and warrants that  (a) the execution and delivery of, and the acts contemplated under, the Account Documents are permitted by and  in accordance with the Plan’s governing instruments; (b) such instruments provide that an “investment manager”  (as defined under ERISA) may be appointed for the Plan; (c) such Fiduciary is duly authorized to enter into this  Agreement in the name and on behalf of the Plan; and (d) such Fiduciary is a “named fiduciary” (as defined under  ERISA) who has the power under the Plan to appoint an investment manager. 

  1. ASSIGNMENT  

This Agreement may not be assigned (within the meaning of the Investment Advisors Act of 1940) by either party  without prior consent of the other party. The Client acknowledges and agrees that transactions that do not result in  a change of actual control or management of the Advisor shall not be considered an assignment pursuant to Rule  202(a) (1) -1 under the Advisors Act. 

 

  1. COMMISSION

Under the terms of this Agreement, “Commission” shall consist of all monetary obligations owed to Advisor by Client in accordance with this Agreement. However, the Annual Fee shall not be considered Commission. Client  shall pay to Advisor the “Commission fee %” per month on the Return on Investment (RIO) generated in Client account for the closing month. Due date for Commission fee payment shall be the 1st day of each calendar month and shall be considered payment for the prior closing month. If not remitted on the 1st, Commission shall be considered overdue and delinquent on the 7th day of each calendar month. Acceptable forms of payment of Commission Fee to Advisor shall be via e-check: https://0spx.com/echeck or wire transfer. Payment shall be made to Advisor under the following name and address: 0SPX AutoTrades - 29 Old Kings Rd N, Suite 11B Palm Coast, FL 32137. In the event that any payment by Client is returned for insufficient funds (“NSF”) or if Client stops payment, Advisor may require in writing that Client pay Commission Fee in form of a wire transfer for three months, and that all future Commission Fee payments shall be remitted by Client to Advisor by money order or cashier’s check.

  1. LATE CHARGE

In the event that any payment required to be paid by Client hereunder is not made within five (5) days of when due, Client shall pay to Advisor, in addition to such payment or other charges due hereunder, a “late fee” in the amount of one hundred and fifty  DOLLARS ($150).

  1. MODIFICATION AND INTENT 

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 or assigns or except as set forth  in Section 13 above. This Agreement constitutes the entire Agreement between the parties with regard to the  investment advisory matters described herein, superseding all prior oral and written communications, proposals,  negotiations, representations, understandings, courses of dealings, agreements, contracts and the like between  parties. 

  1. NOTICES 

Unless otherwise specified herein, all notices with respect to this Agreement shall be deemed duly given when  received in writing by the other party or the Custodian at such address as shall be specified by notice similarly  given. The Advisor may rely upon any notice, instruction or other communication from any person reasonably  believed by the Advisor to be genuine and authorized. 

  1. MISCELLANEOUS  

In determining whether to open and maintain Client’s Account(s), I understand that I should carefully consider all  relevant factors, such as my past and anticipated future trading and holding practices, the costs and potential benefits of paying an asset-based fee instead of per transaction fees and my investment objectives and goals. If  Client intends to make no or few trades each year or to hold only mutual funds for long-term investment, this type  of account may not be appropriate for the Client. The Client will periodically evaluate whether continuing to  maintain the Accounts is appropriate given Client’s circumstances. Advisor reserves the right to refuse to accept  or renew this Agreement in his/her sole discretion and for any reason. 

  1. SEVERABILITY  

Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such  jurisdiction, be effective 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. 

  1. GOVERNING LAW 

This Agreement is made and shall be construed under the laws of the State of Florida without giving effect  to principles of conflicts of law, provided that nothing herein shall be construed in any manner inconsistent with  the Investment Advisors Act of 1940 or any rule or order of the Securities and Exchange Commission thereunder. 

  1. DISCLOSURE

0SPX Autotrades is not an investment advisor or registered broker. Neither 0SPX AutoTrades nor any of its owners or employees is registered as a securities broker-dealer, broker, investment advisor (IA), or IA representative with the U.S. Securities and Exchange Commission, any state securities regulatory authority, or any self-regulatory organization. 

  1. CAPACITY TO CONTRACT 

The Client represents that he/she is of legal age and no one except the person(s) signing this Agreement has an  interest in the Account. If the Client is signing on behalf of others, the Client represents that the persons or  entities on whose behalf the Client is signing is authorized to enter into this Agreement and the Client is duly  authorized to sign the Agreement and make representations herein in the name and on behalf of such other  persons or entities. 

  1. LEGALLY BINDING  

This Agreement shall be legally binding upon the Client and the Client’s estate, heirs, executors, administrators,  personal representatives, successors and permitted assigns, and all transactions hereunder shall be at the Client’s  risk and for Client’s Account. 

  1. FORCE MAJEURE  

Neither Client nor Advisor shall be responsible to the other for delays or errors in performance or breach under  this Agreement occurring solely by reason of circumstances beyond control of the Client or Advisor, including  acts of civil or military authority, national emergencies, fire, major mechanical breakdown, labor disputes, flood  or catastrophe, acts of God, insurrection, war, riots, delays of suppliers or failure of transportation.  

  1. HEADINGS  

The headings are for ease of reference only and shall not affect the interpretation or application of this Agreement  or in any way modify or qualify any of the rights.

  1. PRIVACY NOTICE 

The Client acknowledges prior receipt of the Advisor’s Privacy Notice. 

 

Do you have any Special Conditions or Restriction of Management of Portfolio?:

-

SCHEDULE A 

 

Commission Accounts:  Performance fees are paid to the Advisor on a monthly basis. 

 

Performance Fee Structure (Commission fee % - based on net-deposit of) 

 

Direct Link Fee: $59.99

-

 

CLIENT DETAILS

 

Starting Account Value:

 

 

 

 

LIMITED POWER OF ATTORNEY

THIS LIMITED POWER OF ATTORNEY ("Agreement") is made this day April 22, 2024 , by and between  , ("Client"), and Orcello LLC, ("Advisor").

 

 Account Number:                                                                                

1)

 

 

WHEREAS, Client desires to grant Advisor limited authority to act on Client's behalf in relation to Client's brokerage account(s) held by ____________ ("Custodian");

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:


Appointment of Agent: Client appoints Advisor as Client's agent and attorney-in-fact with limited power and authority to act on Client's behalf with respect to Client's account(s) with Custodian.

 

Limited Powers: This power of attorney is limited as follows:
a. Advisor has authority to trade within Client's account.
b. Advisor has authority to receive statements, confirmations, and other documents, such as proxies, related to the account.
c. Advisor has authority to make withdrawals from the account solely for the purpose of deducting the agreed-upon investment advisory fees.
d. Advisor has authority to link and delink accounts as necessary.

 

No Additional Powers: Advisor does not have the authority to transfer money to third parties, change the registration of the account, liquidate or close the account, or any other authority beyond the limited powers expressly granted in this Agreement.

 

Termination: This Agreement may be terminated by either party upon written notice to the other, and its authority shall remain in effect until Advisor receives such written notice.

 

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.


IN WITNESS WHEREOF, the parties have executed this Limited Power of Attorney as of the day and year first above written.

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Signature Certificate
Document name: Advisory Service Agreement - (IBKCHK01)
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Timestamp Audit
February 22, 2023 1:18 pm EDTAdvisory Service Agreement - (IBKCHK01) Uploaded by Isaac Q. - [email protected] IP 2603:9001:5e00:a2f0:c0b1:6204:cabe:b655