THIS FEE AGREEMENT (HEREINAFTER, THE “AGREEMENT”) DATED AS OF , IS MADE BY PANGEA ASESORES (HEREINAFTER, “PANGEA”), AND
(HEREINAFTER, THE “ADVISOR”). FOR PURPOSE OF THIS AGREEMENT, “PARTY” MEANS PANGEA OR THE ADVISOR, AND “PARTIES” MEANS PANGEA AND THE ADVISOR, IN ACCORDANCE WITH THE FOLLOWING DECLARATIONS AND CLAUSES:
I. Pangea declares, through its legal representative, that:
a. It is a Delaware limited liability company registered as an investment adviser under the Advisers Act (as such term is defined below), with offices at 515 Madison Ave., 30th Floor, New York, NY 10022.
b. Its legal representative is duly empowered to execute this Agreement on its behalf.
c. It is the sole owner of the Investment Process (as such term is defined below), and offers the use of the Investment Process as a service to any Client (as such term is defined below) pursuant to the terms set forth in this Agreement.
d. Pangea will either:
a. Pay a fee to the Advisor, as set forth in Exhibit A, which will not serve to increase the fees or expenses payable by a Client to Pangea, and which will have the effect of reducing the overall fees payable by the Client to the Advisor, as described below or
b. Will agree to set the price for Clients of the Advisor at 50% of the price being offered on the website to retail clients and the advisor will then charge their Client a price for the service they provide. It is highly encouraged that the advisor stick to the published retail price on the website.
e. Pangea will make a bona fide effort to ascertain whether the Advisor has complied with this Agreement, and will seek a reasonable basis for believing that the Advisor has so complied.
f. Pangea will be responsible for providing a digital investment questionnaire that sets the investment objective settings for Clients.
g. Pangea shall be responsible for providing a digital account opening application for Clients (individuals and joint accounts) at a U.S. financial institution.
h. Pangea shall be responsible for providing portfolio management services to Clients in accordance with the Pangea Investment Advisory Agreement, to be provided to and executed by Clients, and the digital investment questionnaire.
i. Pangea will be responsible for providing Clients with a digital client portal whereby Clients can access, among other things, account values, positions and statements.
j. Pangea will be responsible for rebalancing Clients' portfolios on a quarterly basis.
k. Pangea will be responsible for communicating with the Advisor and Clients via email throughout the account opening process, and at least semi-annually thereafter, to update the Advisor and Clients on the markets.
l. Pangea will be responsible for providing the Advisor access to an advisor portal, whereby the Advisor can track the balances, positions, and transactions of the Clients using Pangea.
II. The Advisor declares that:
a. It is an individual, or entity duly incorporated under the Laws of the advisors “home country” as such term is defined below), with offices at
b. Its legal representative is duly empowered to execute this Agreement on its behalf.
c. It shall use the Investment Process solely under the terms of this Agreement, and solely on its own behalf or on behalf of Clients.
d. It recognizes that the Investment Process is Pangea’s property and will not be entitled, under
any circumstances, to claim any property right of it, or use for its own purpose.
e. It recognizes and agrees that the investment profile and suggestions issued by the Investment Process are solely suggestions offered by Pangea, and that the suggested investment profile will be created, and will commence trading, once the Advisor’s client provides Pangea with complete information requested by Pangea and transfers sufficient funds to Pangea, as agreed by the Client and Pangea.
f. It shall perform its duties under this Agreement in a manner consistent with Pangea's instructions and the provisions of the Advisers Act and the rules thereunder.
g. It is duly authorized and entitled to carry out the activities described in this Agreement pursuant the laws of the advisors “home country”.
h. If a fee is returned to the Advisor, it shall use the fee payable to it by Pangea to reduce the overall fees payable by the Client to the Advisor.
i. Pangea, or any of its affiliates can directly compete with the advisors, but will only do so at the published retail price.
j. Pangea does not allow or support third party transfers from the client’s account, the advisor will help Pangea enforce this restriction to the best of their ability.
k. It agrees to personally see and attest to seeing an and attesting to the documents that are uploaded to create the account with the custodian. These include but are not limited to the proof of address and the proof of identity.
In consideration of the foregoing premises and the mutual promises set out in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:
The initially capitalized terms used in this Agreement shall have the following meanings:
“Advisers Act” means the Investment Advisers Act of 1940, as amended.
“Advisor” has the meaning given in the introductory paragraph of this Agreement.
“Agreement” means this Fee Agreement, including all attached Exhibits and amendments that may be agreed by the Parties from time to time.
“Investment Process” means a service provided by Pangea to any Client, the sole purpose of which is to create a suggested investment profile pursuant to the information provided by the Client in the digital investment questionnaire accessible through the website www.pangeaasesores.com.
“Change of Control” has the meaning given in Clause 16 of this Agreement. “Client” has the meaning given in Clause 2 of this Agreement.
“Disqualifying Event” has the meaning given in Clause 3(d) of this Agreement.
“FATCA” has the meaning given in Clause 3(h) of this Agreement.
“Home Country” means the country in which the advisor resides or conducts business. “OFAC” has the meaning given to that term in Clause 3(g) of this Agreement. “Pangea” has the meaning given in the introductory paragraph of this Agreement.
“Party” or “Parties” has the meaning given in the introductory paragraph of this Agreement.
“PLC” has the meaning given in Clause 3(g) of this Agreement. “United States” or “U.S.” means the United States of America. “SEC” means the U.S. Securities and Exchange Commission.
2. Description of the Services Rendered by the Advisor
The Advisor will offer Pangea’s Investment Process to prospective investors that the Advisor reasonably believes would be interested in and benefit from investing through Pangea’s Investment Process (hereinafter, the “Client”). The Client must have the ability to open and maintain an initial account balance of at least USD $100,000 or the equivalent in local currency, and must review and complete the digital investment questionnaire and review and execute the Pangea Investment Advisory Agreement. In no event shall Pangea, through its Investment Process, be obligated to accept and provide services to any Client as an investor.
The investment suggestions proposed by the algorithm, are issued only according to the information that You and the client have provided to Pangea Asesores and Pangea Asesores solely will make the investments suggested pursuant the algorithm. Making any transfer of resources to Pangea Asesores in terms of the suggestions indicated by the algorithm, shall be understood as an express instruction and affirmative authorization for Pangea Asesores to carry out the investments. You acknowledge, understand
and agree that any investment is a risky activity and that Pangea Asesores, its directors, officers and any related party, shall not be responsible for the results of the investments you authorize.
3. Duties of the Advisor
In connection with its solicitation and introduction of Clients:
a. The Advisor agrees that it shall perform its duties under this Agreement in a manner consistent with all applicable laws and regulations, and shall not knowingly violate any applicable laws, rules, or regulations. The Advisor also agrees that it has full power and authority to execute, deliver and perform its obligations under this Agreement. The Advisor is responsible for ensuring “covered persons” (any business, joint venture or other partner(s) it engages, if any, in respect of providing more than non-material support in fulfilling this Agreement) behaves accordingly.
b. The Advisor shall provide Clients with Part 2 of Pangea's Form ADV and a written Disclosure Statement, as required by Rule 206(4)-3 under the Advisers Act, disclosing, among other things, the existence, and summarizing the terms, of this Agreement. If any Client desires further information about Pangea, the Advisor agrees that it will have such Client contact Pangea directly. Prior to any Client utilizing the Investment Process, Advisor will require the Client to provide the Advisor with a digitally or manually signed and dated acknowledgement of receipt of Part 2 of Pangea's Form ADV and the aforementioned digital or written Disclosure Statement. The Advisor will provide Pangea with a copy of such executed acknowledgment.
c. In connection with Pangea’s services, no person is authorized to give any information or make any representation to offer Pangea services to any Client or to the public through any advertisement, article, notice or communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any meetings or seminars (except for meetings with individual investors) without Pangea's prior written consent. All marketing material must be approved in writing by Pangea prior to its use by the Advisor.
d. The Advisor shall not hold itself out as having any relationship with Pangea or any of its affiliated entities or persons, other than as an independent contractor pursuant to this Agreement, and shall not hold itself out as an expert regarding services offered or provided by Pangea.
Additionally, the Advisor will comply with all applicable legal requirements set forth by the “home countries” laws and the “home country” authorities. The Advisor will notify Pangea of any action, litigation, investigation or other proceeding pending or threatened (or, to Advisor's knowledge, anticipated), whether formal or informal, involving Advisor or any of its affiliates (hereinafter, a “Disqualifying Event”). The Advisor shall provide such further information concerning any Disqualifying Event at Pangea’s request. In the event of a Disqualifying Event, notwithstanding anything to the contrary set forth in this Agreement, Pangea may, in its sole discretion, terminate this Agreement. Such termination shall be without the payment of penalty, shall be effective immediately upon written notice to the Advisor and shall not entitle Advisor to continue to receive any compensation due hereunder.
e. The Advisor represents that it will not solicit any politician, or former politician. The Advisor will take all necessary measures through proper KYC (know your client) processes to ensure that no Client is a politician or former politician.
f. The Advisor represents and warrants that it (and each of its principals, general partners and/or managing members, directors, executive officers, other officers, “covered persons” and employees who will be involved in the solicitation of Pangea services): (i) has not been convicted within the past
10 (ten) years of any felony or misdemeanor, including, but not limited to, a felony or misdemeanor involving conduct described in Section 203(e)(2)(A)-(D) of the Advisers Act; (ii) has not been found by the SEC to have engaged, or been convicted of engaging, in any of the conduct specified in paragraphs (1), (5) or (6) of Section 203(e) of the Advisers Act; (iii) is not subject to an order, judgment or decree described in Section 203(e)(4) of the Advisers Act; and (iv) has not been found guilty by any authority or court of competent jurisdiction of any crime, act, misdeed or misconduct. The Advisor agrees: (i) to promptly notify Pangea, in writing, if any action or proceeding is threatened or brought against the Advisor that could result in such representations or warranties ceasing to be true during the term of this Agreement; (ii) it will not be entitled to any compensation under this Agreement with respect to any periods during which any of the representations or warranties set forth in this Clause 3(f) is not true; and (iii) to promptly return to Pangea (or its designated affiliate) any payments made by Pangea to Advisor under this Agreement with respect to periods during which any of the representations or warranties set forth in this Clause 3(f) was not true.
g. The Advisor represents that: (i) it has adopted, implemented and will continue to apply anti-money laundering policies, procedures and controls in compliance with all applicable anti-money laundering laws and regulations; (ii) it will not solicit any investors that are named on any lists of known or suspected terrorists, terrorist organizations or other sanctioned persons, or included in any executive orders, issued by the United States government, or the governments of any other jurisdictions in which Pangea or its affiliates are doing business, including, without limitation, the (a) list of Specially Designated Nationals and Blocked Persons, (b) Palestinian Legislative Council (hereinafter, the “PLC”) List, which consists of members of the PLC who were elected to the PLC on the party slate of a Foreign Terrorist Organization, Specially Designated Terrorists, or Specially Designated Global Terrorists, such as Hamas, (c) Sectoral Sanctions Identifications List, (d) Consolidated Sanctions List,
(e) Non-SDN Iranian Sanctions Act List, (f) Foreign Sanctions Evaders List and (g) and any other list maintained and administered by the U.S. Treasury Department's Office of Foreign Asset Control (hereinafter, the “OFAC”) or otherwise covered by any other sanctions program administered by OFAC, which may be amended from time to time; (iii) it will conduct appropriate due diligence of each Client, including enhanced diligence of current or former senior foreign political figures or politically exposed persons; (iv) it will promptly notify Pangea if it becomes aware of any Client that is a current or former senior foreign political figure or politically exposed person; (v) it will not solicit any investors that are prohibited "foreign shell banks" or "shell banks"; and (vi) it will provide Pangea, upon request, with any information it knows, has in its possession or may obtain using commercially reasonable efforts, to the extent that the Advisor may itself lawfully do so, with respect to any Client, as Pangea may deem necessary or advisable to evaluate (a) the eligibility of the Client or (b) Pangea’s compliance with the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and the laws, regulations and executive orders administered by the U.S. Treasury Department.
h. The Advisor agrees to comply with all applicable provisions of the Foreign Account Tax Compliance Act (hereinafter, “FATCA”), enacted in 2010 as part of the Hiring Incentives to Restore Employment Act. Specifically, the provisions of FATCA require foreign financial institutions (FFls) to report directly to the U.S. Internal Revenue Service information about financial accounts held by U.S. taxpayers (even if they hold only non-U.S. assets), or held by foreign entities in which U.S. taxpayers hold a substantial ownership interest.
The representations and warranties set forth in this Clause 3 will continue during the term of this Agreement. The Advisor agrees to notify Pangea, immediately and in writing, any of the representations or warranties in this Agreement ceases to be true or accurate during the term of this Agreement.
In consideration of the services provided by the Advisor hereunder, Pangea either pay a fee to the Advisor, as set forth in Exhibit A attached hereto. This fee will be used by the Advisor to reduce the overall fees payable to it by Clients. No fee will be paid by Pangea unless the Client is accepted by Pangea. As noted herein, in no event shall Pangea be obligated to accept and provide services to any Client as an investor. Pangea may also. Pangea may instead of making payment to the advisor, reduce it’s fee for the advisor’s clients by 50% and allow the advisor to then charge the client as the see fit. Pangea highly recommends that the client charge the published retail price on its website.
5. Relationship of the Parties
This Agreement creates a non-exclusive relationship between the Parties, and in no way limits either Party from entering into other agreements with other third parties.
Each Party to this Agreement is an independent contractor in relation to the other Party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association, agency or employment relationship between the Advisor and Pangea. Neither Party shall have the power or authority to pledge the other Party's credit, to enter into any agreement on behalf of the other Party, or to give any warranty, representation or guarantee on behalf of the other Party, and neither Party may assume or create responsibility, express or implied, on behalf of the other Party, or legally bind the other Party in any manner whatsoever.
Pangea does not assume any obligation or responsibility with respect to the qualification of interests in our services or the right to solicit investors or our services under the laws of any state or U.S. or non-
U.S. jurisdiction. The Advisor may only provide Pangea services within the jurisdictions in which the Advisor are registered and in good standing as a broker-dealer, investment advisor, bank or otherwise qualified to make such solicitations.
Except as otherwise agreed in writing by the Parties hereto, the Advisor shall not be entitled to any reimbursement from Pangea for any costs and expenses incurred by the Advisor in the performance of its services under this Agreement.
All communications, information and advice furnished by one Party to another, including by or to their respective agents and employees, including the existence and terms of this Agreement, shall be treated as confidential and shall not be disclosed to any third party without the prior written consent of the other Party, except as required by law. Except as required for the performance of this Agreement, the Parties shall not disclose or use any confidential information received or acquired from the other, including, but not limited to, marketing plans and methods, financial information, investment profiles (including the Investment Process), customer lists, cost information, product pricing, product designs, business or manufacturing processes, inventions, trade secrets and know how. The rights and obligations with respect to the disclosure of confidential information shall survive any termination of this Agreement.
The Advisor and Pangea specifically acknowledge their mutual desire to protect Client information and to comply as may be necessary with privacy laws, including, but not limited to, the Gramm•Leach-Bliley Act, relevant state and Federal regulations pursuant thereto and state privacy laws.
a. This Agreement shall become effective, and the activities set forth herein shall commence, on the date first written above. After this Agreement is effective, either party may terminate it by notice in writing or email to the other Party. Unless otherwise agreed to by the Parties hereto, this Agreement shall terminate immediately without any prior written notice if: (i) the continuation of this Agreement would violate applicable laws, rules and regulations; or (ii) either Party otherwise breaches the terms and conditions of this Agreement.
b. Upon termination of this Agreement by Pangea at its sole discretion and convenience, the Advisor shall be entitled to continue to receive compensation from their Clients that remain using Pangea services as provided under Clause 4 hereof for a period of 3 (three) years; provided, however, that if the continuation of such payments would violate any applicable law or regulation, Pangea's obligation to make such payments will cease.
c. Pangea also may terminate this Agreement, under certain circumstances (as enumerated below), immediately upon written notice to the Advisor, without the payment of penalty. If this Agreement is terminated by Pangea pursuant to this Clause 9(c), the Advisor will not be entitled to continue to receive any compensation due under this Agreement. The termination referred to in this Clause 9(c) will occur if the Advisor engages in:
(i) any action or inaction that constitutes willful misfeasance, misrepresentation, bad faith, negligence, reckless disregard or fraud in performing its obligations under this Agreement;
(ii) any material breach of the terms, conditions or representations in this Agreement, including, but not limited to, failure to timely inform Pangea of (a) criminal or fraudulent activity in connection with its activities performed under this Agreement, or (b) a violation of any applicable statutory or common law duty to Pangea or Client;
(iii) the occurrence of any Disqualifying Event (see Clause 3(d));
(iv) a violation of any applicable law, regulation, or rule in connection with its duties under this Agreement;
(v) the Advisor opens a direct relationship with the custodian or brokerage firm that Pangea is using in order to provide their client(s) investment management service and either switches the account(s) opened through Pangea’s Investment Process to their investment management services or provides a competing service. This will be considered an egregious offense and Pangea may seek damages for such an offense. In addition, Pangea may directly sell services to said client(s) at a price that is at a discount to published pricing on its website, in order to retain these clients.
(vi) the Advisor fails to maintain Client balances in excess of USD $1,000,000 or the equivalent in local currency after year one, USD $3,000,000 or the equivalent in local currency after year two, and USD $5,000,000 or the equivalent in local currency after year three and beyond;
(vii) and anything not captured in (i) through (vi) above that could be perceived, in Pangea’s sole discretion, to create “headline risk,” including, but not limited to, the risk that Pangea’s reputation or business could be negatively impacted if its association with the Advisor were to continue due to the release of negative or unflattering news subsequent to the commencement of this Agreement (a) whether substantiated or not, (b) whether such news is disseminated in print, the internet, cable or broadcast television, or a combination thereof or (c) the subject matter of which, either in whole or in part, includes either the Advisor or
any business, joint venture or other partner(s) it engages, if any, in respect of providing more than non-material support in fulfilling this Agreement.
d. Pangea’s failure to terminate this Agreement for any cause shall not constitute a waiver of Pangea’s
right to terminate this Agreement at a later date for any such cause or any other subsequent cause.
10. Intellectual Property
The Investment Process, as well as all rights, title and interest in and to patents, copyrights, trade secrets, designs, data, financial reports and other intellectual property and proprietary rights anywhere in the world authored, made, conceived, learned, or provided by Pangea without limitation to all marketing materials, quarterly portfolio reports and websites shall be the sole property of Pangea.
The Advisor agrees to indemnify and hold harmless Pangea, its employees, directors, officers, managers and agents from and against any and all losses, claims, damages, liabilities, costs, charges, payments and other expenses, including, but not limited to, court costs, attorneys' fees and other litigation expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, charges, payments and other expenses, or any judgments, fines and amounts paid in settlement), of every nature and character arising out of or attributable to: (i) any and all alleged or actual violations of applicable statutes, laws or regulations; (ii) investment suggestions issued by the Investment Process; (iii) any breach of this Agreement by the Advisor; or (iv) any action (or omission to act) of the Advisor or its agents, provided that such action (or omission to act) is not taken in good faith or is taken with negligence, fraud, misrepresentation, willful misfeasance or reckless disregard by the Advisor. The foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Each of the Parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan or the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, and each of the Parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the Parties hereto agrees, to the extent permitted by law that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT.
The United Nations Convention on Contracts for the International Sale of Goods, 1980 – known as the
“Vienna Sales Convention” – does not apply to this Agreement.
All notices required or permitted to be given hereunder shall be sufficiently made if sent and received by regular mail, courier services, telex or email to the addresses indicated below and to the attention of the signatories hereto. Notice shall be considered given on the date when delivered, if delivered by personal delivery or sent by telex or email, or, if sent by regular mail, three (3) days after deposited in the mail.
If to Pangea:
C/O Sierra Capital, LLC 515 Madison Avenue 30th Floor
New York, NY 10022 Juan@pangeasesores.com
If to the Advisor:
14. Amendments and Waivers
No amendment to this Agreement is effective unless made in writing and signed by authorized representatives of all Parties.
No waiver by any Party of this Agreement’s terms, provisions or conditions shall be effective unless specifically evidenced in writing and signed by or on behalf of the Party granting such waiver. A Party’s failure to pursue remedies for breach of this Agreement does not constitute a waiver by such Party of any breach of this Agreement or ability to raise any defense against claims against a Party for breach of this Agreement. The waiver or failure to require the performance of any agreement or obligation contained in this Agreement, or failure to pursue remedies for breach of this Agreement, does not waive a later breach of that agreement or obligation.
Each provision of this Agreement is severable and if any provision is determined to be invalid, unenforceable or illegal under any existing or future law by a court of competent jurisdiction or by operation of any applicable law, such invalidity, unenforceability or illegality does not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such determination that any term or other provision or part thereof is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.
The Advisor’s rights or obligations, including rights to compensation, under this Agreement may not be assigned without the express written consent of the non-assigning Party, and any attempted assignment without written permission is void.
Pangea has the right to assign this contract in the event of a sale or change of control of Pangea or the Advisor. “Change of Control” means: (a) a merger of a Party with or into another entity if as a result of the merger the holders of a majority of the Party’s equity securities before the transaction hold less than a majority of the equity securities of the surviving entity, or (b) the acquisition by a person or legal entity or a group acting in concert of (x) a majority of a Party’s equity securities or (y) all or substantially all of such Party’s assets.
a. This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof, and supersedes all prior understandings and agreements, whether oral or written, except any prior or contemporaneous confidentiality agreements, if applicable, which remain in full force and effect.
b. Following the expiration or termination of this Agreement, each Party agrees not to (i) disparage, nor encourage or assist any third party to disparage, the other Party and its affiliates and/or its/their individual or collective business operations, services, practices or prospects, nor disparage any current or former officers, directors, managers or principals of the other Party or their business associates, nor
(ii) knowingly interfere with the other Party’s relationships with clients, employees, vendors, financial
institutions or others.
c. This Agreement and all transactions hereunder shall be kept confidential by the Advisor, and the Advisor hereby agrees not to provide copies of this Agreement or to disclose its specific terms to any person without the prior written consent of Pangea except: (a) to any extent that it is required to disclose the information herein pursuant to any law or order of any court of competent jurisdiction, or any procedure for disclosure of documents in any proceedings before any such court (including any proceeding to enforce this Agreement) or in regulatory proceedings, or pursuant to any law or regulation having the force of law, provided, however, that the Advisor shall give Pangea advance written notice on the Advisor’s intention to disclose the same based on that requirement and a reasonable amount of time consistent with the requirement pursuant to which disclosure is to occur in which to seek adequate protective orders; and (b) to the Advisor’s direct or indirect officers and/or other professional advisors to the extent such persons have a need to know, in each case if such persons are informed by the Advisor of its confidential nature and of their duty to maintain the confidentiality hereof, and who prior to any such disclosures shall have agreed to be bound by such duty of confidentiality.
d. This Agreement may be executed in counterparts, each of which when so executed and delivered shall constitute one and the same instrument. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns and no other person shall have any right or obligation hereunder.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.
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Pangea Asesores, hereby agrees to pay the Advisor a fee per client that the Advisor has introduced to Pangea Asesores equivalent to:
a. 50% of the fees collected by Pangea Asesores from such client(s) each calendar quarter.
b. The fee is payable within sixty (60) days of Pangea Asesores collecting the fee and is paid by wire, transfer or check in dollars or the equivalent in local currency.
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“The Advisor”: (updated list)
Listed above is acting as a non-exclusive independent agent and the investment advisor of clients for Pangea Asesores. The investment advisor and Pangea Asesores have entered into a written agreement, which provides that the investment advisor will be compensated by Pangea Asesores in the amount of 50% of the fees collected by Pangea Asesores from you, which will not serve to increase the fees or expenses payable by you to Pangea Asesores. The fee we pay your investment advisor should be equivalent to the fee that your investment advisor is charging you. Consequently, since your investment advisor has agreed to offset these amounts, the arrangement between your investment advisor and Pangea Asesores will have the effect of reducing the overall fees payable by you to the investment advisor.
The Below acknowledges receipt of this disclosure and consents to the relationship discussed above. Date , 20
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