SYNOVUS SECURITIES, INC.
SUB-ADVISORY AGREEMENT
WITH
DIAMOND HILL CAPITAL MANAGEMENT, INC.
THIS SUB-ADVISORY AGREEMENT is made this 30th day of January, 2001 (the
"Agreement"), by and between Synovus Securities, Inc. ("Synovus"), a Georgia
corporation, and Diamond Hill Capital Management, Inc., an Ohio corporation
("Adviser").
WITNESSETH:
WHEREAS, Synovus, a duly registered broker-dealer and investment adviser,
desires to broaden its investment advisory products and services offered to
its clients (hereinafter referred to as "Client" or "Clients"); and
WHEREAS, Adviser, a duly registered investment adviser, desires to provide
various investment management and advisory services to Synovus' Clients.
NOW, THEREFORE, in consideration of the mutual covenants, representations and
warranties hereinafter set forth and other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties agree as follows:
I. Investment Management and Advisory Services to be Performed by Adviser
A. Upon the execution of an advisory agreement by and between the Client and
Synovus, the execution of an advisory agreement approved in form by Synovus
between the Client and Adviser (collectively referred to herein as the
"Management Agreements") and the enrollment and funding of a brokerage account
by Client with Synovus or its clearing agent ("Client's Brokerage Account"),
Adviser shall act on behalf of the Client as Client's investment manager and
shall thereby be responsible for reviewing any or all assets held in the
Client's Brokerage Account periodically and for managing such assets,
including their sale or exchange, the investment of cash held, the reinvestment
of any or all of the assets held in Client's Brokerage Account
and the disposition of stockholders' rights, warrants, or other property
interests relating to securities held in the Client's Brokerage Account. The
investment management and advisory services performed by Adviser for Client
shall be conducted in accordance with the investment objectives of the Client
and/or management styles or strategies selected by the Client as stated on the
Synovus brokerage account application and account agreement (the "Account
Agreement") (an illustrative copy of which is attached as Exhibit A), which
may be updated by the Client from time to time, or upon other reliable,
written information received from the Client by Synovus or Adviser indicating
the Client's investment objectives and/or strategies. The selection of the
Adviser will not be effective until the Management Agreements have been
executed and funding of the Client's Brokerage Account has occurred.
B. Subject to any limitations contained in the Management Agreements and/or in
the Account Agreement, Adviser shall have the sole investment discretion over
the Client's Brokerage Account and may invest in any security, property
interest or asset permitted by law; provided, however, that at no time may the
Adviser recommend to Client or effectuate a purchase or sale on the Client's
behalf that involves any security issued by Synovus, Adviser, or any of their
affiliates unless otherwise consented to in writing by the Client and permitted
by applicable law. In making its discretionary investment decisions for and
in behalf of the Client, Adviser shall periodically review Client's Brokerage
Account and exercise its best judgment consistent with industry practices when
effecting any purchase or sale for and on behalf of the Client and shall
consider the effect of such purchase or sale upon Client's entire investment
portfolio as it relates to Client's investment objectives, management styles
or strategies selected and other material investment decision criteria,
including, but not limited to, any potential tax liability that may result
from the proposed purchase or sale.
C. Adviser shall provide the services contemplated by this Agreement for all
Clients referred to Adviser by Synovus unless such acceptance creates a
conflict of interest for Adviser or unless Adviser otherwise objects to such
Client based on reasonable and substantiated grounds (for "Cause"). Adviser
shall not terminate any Management Agreement or cease to provide investment
management or advisory services to any Client during the term of this Agreement
without Synovus' approval, which approval shall not be unreasonably withheld.
If a Client is declined at the outset for Cause or if Adviser wishes to
terminate a Management Agreement with a Client for Cause, in addition to any
approval required hereunder, Adviser shall, prior to advising the Client,
promptly provide to Synovus in writing the reason(s) for such
decline or requested termination, which reason(s) shall be explained with
particularity.
D. The Adviser and Client acknowledge that the fees assessed to the Client's
Brokerage Account will be based on a wrap fee basis to the extent the Client's
Brokerage Account is established with and maintained by Synovus, and shall
cover all investment management, advisory, custodian and brokerage services
rendered by Synovus and its designees, including, but not limited to, Adviser's
services contemplated by this Agreement. In this regard, Adviser further
acknowledges that in accordance with Client's Management Agreement with
Synovus and the Account Agreement, Adviser shall use Synovus as the
broker-dealer when dealing with the assets held in Client's Brokerage Account
and that all investment instructions from the Adviser on Client's behalf will
be directed to the trading desk of Synovus during regular business hours.
E. Adviser will rely upon the information set forth in the Account Agreement,
the Client's Management Agreements or any attachments or amendments thereto,
and shall comply with all limitations or qualifications expressed therein, if
any, in rendering its investment management or advisory services for the
benefit of the Client. Synovus will promptly notify the Adviser of any changes
in the information contained in these documents. Adviser shall periodically
request, in a manner and frequency consistent with industry standards, updated
information from the Client through Synovus to determine whether Client's
investment objectives or selected management styles or strategies have
materially changed. If there is a conflict between any information provided
by the Client to Synovus and any information provided directly to the Adviser
by the Client, if any, the Adviser may rely upon the information provided
directly by the Client to Adviser upon notice to Synovus of such reliance.
F. If any Client is a plan or fund subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), the Adviser acknowledges that it
is a fiduciary with respect to the assets held in such Client's Brokerage
Account, and shall adhere to all applicable laws to which it may be subject
when rendering its investment management or advisory services to such Client.
II. Compensation
In accordance with the general fee schedule attached as Exhibit B, which may
be changed from time to time upon written agreement by the parties, Synovus
shall pay Adviser fifty-percent (50%) of the fees calculated in accordance
with Exhibit C and paid to Synovus by each Client on a quarterly basis.
Synovus shall pay Adviser its portion of fees paid by each Client within
thirty (30) days after the first business day of the calendar quarter for
which fees are assessed, with the exception of the Initial Period (as defined
in Exhibit C) for which payment will be due within thirty (30) days after the
last business day of such Initial Period. Fees charged by Synovus to each
Client shall be deducted and paid from the Client's Brokerage Account or, if
applicable, other Client assets or accounts held by or with Synovus
in accordance with Exhibit C.
III. Representations, Warranties and Covenants of Adviser
Adviser represents, warrants and covenants to Synovus that:
A. Adviser is currently registered and will remain registered to the extent
required as an investment adviser under the Investment Advisers Act of 1940,
as amended, and will operate and perform its obligations under this Agreement
in full compliance with all applicable laws and regulations in all applicable
jurisdictions, including, but not limited to, any jurisdiction in which a
Client resides and from which Adviser conducts its services, with respect to
the performance of Adviser's obligations under this Agreement.
B. Adviser shall properly maintain books and records that may be required under
any applicable law, rule or regulation as it pertains to its investment
management or advisory services contemplated under this Agreement.
C. Adviser, at its sole cost and expense, shall make available to Synovus a
sufficient quantity of marketing/promotional materials and required legal
disclosures, including, but not limited to, Adviser's Form ADV, reasonably
necessary for Synovus to successfully promote Adviser's services through
Synovus as contemplated by this Agreement.
D. Adviser shall allow personnel of Synovus and other regulatory organizations
to which Synovus is subject to have reasonable access upon written notice to
inspect the books and records pertaining to the services performed under this
Agreement by Adviser.
E. Adviser shall ensure that only qualified personnel are involved in making
investment management decision affecting Client assets. Adviser shall promptly
notify Synovus of any material change in Adviser's personnel who have charge
over any recommendations or actual investment decisions that would have a
material impact on the management of Client's assets.
F. Any complaints received directly from a Client to Adviser shall be
redirected to Synovus for review and coordinated resolution.
G. Adviser shall not communicate or attempt to communicate directly with a
Client without the participation of Synovus; provided that Synovus does agree
to permit Adviser to send new Clients a standard introductory "thank you"
letter that has been approved by Synovus upon the execution of a Management
Agreement between a Client and the Adviser.
H. If any Client is a plan or fund subject to ERISA, and is a "named fiduciary,"
as such term is defined in ERISA, and desires to appoint the Adviser as an
"investment manager," as such term is defined in ERISA, with respect to the
assets of such plan or fund, the Adviser will accept such appointment, in
writing.
I. Adviser shall furnish investment management reports quarterly to Synovus and
the Client. These reports will be mailed to Synovus and the Client by the
tenth (10th) business day following the end of each calendar quarter.
J. Adviser shall promptly notify Synovus of any material change in Adviser's
Form ADV, any administrative or civil action, or any regulatory investigation
that may have a materially adverse affect on Adviser's ability to perform
under this Agreement.
K. There is no litigation or governmental proceeding or investigation pending
or threatened against Adviser or any of its affiliates or against any officer
or investment professional, nor has there occurred any event or does there
exist any condition on the basis of which any such litigation, proceeding or
investigation might properly be instituted which may hinder Adviser's ability
to enter into this Agreement.
L. Adviser has all requisite authority, in conformity with all applicable laws
and regulations, to enter into and perform the services contemplated by this
Agreement.
M. This Agreement has been duly authorized, executed and delivered by Adviser
and constitutes the legal, valid and binding obligations of Adviser.
Adviser will notify Synovus in writing within ten days if any representation
or warranty in this Section III ceases to be true at any time.
IV. Representations, Warranties and Covenants of Synovus
Synovus represents, warrants and covenants to Adviser that:
A. Synovus is and shall remain registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended, is a member of the National
Association of Securities Dealers (NASD) and the Securities Investor Protection
Corp. (SIPC), and will operate, manage and maintain all Client Brokerage
Accounts in compliance with all applicable laws, rules and regulations.
B. Synovus is and shall remain registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and only qualified personnel of
Synovus shall advise Clients concerning Adviser's services offered through
Synovus and/or assist Clients in completing Management Agreements and any
attachments thereto.
C. Either directly or through its clearing affiliate, Synovus shall be
responsible for providing Clients and Adviser periodic brokerage account
statements and other periodic mailings required by federal or state law for
each Client Brokerage Account. Synovus (or its clearing affiliate) shall
provide Adviser, through electronic interface or other acceptable medium, a
daily download of account and position information for each Client's Brokerage
Account. The information provided, any interface or other medium created and
all other applications associated with such download shall remain the property
of Synovus (or its clearing affiliate).
D. Synovus shall promptly notify Adviser of any material change in its Form
ADV, any administrative or civil action, or any regulatory investigation that
may have a materially adverse affect on Synovus' ability to perform under this
Agreement.
E. Synovus shall promptly notify Adviser in writing of any Client complaint
received in connection with the services rendered by Adviser pursuant to this
Agreement.
F. There is no litigation or governmental proceeding or investigation pending
or threatened against Synovus or any of its affiliates or against any officer
or investment professional, nor has there occurred any event or does there
exist any condition on the basis of which any such litigation, proceeding or
investigation might properly be instituted which may hinder Synovus' ability
to enter into this Agreement.
G. This Agreement has been duly authorized, executed and delivered by Synovus
and constitutes the legal, valid and binding obligations of Synovus.
Synovus will notify Adviser in writing within ten days if any representation
or warranty in this Section IV ceases to be true at any time.
V. Marketing Material
A. Synovus shall be responsible for coordinating any promotion of Adviser's
services through Synovus, and may use Adviser's name in any marketing/
promotional material created by Synovus, whether or not created on a
collaborative basis with Adviser, provided that Adviser is given a reasonable
time to review and approve, in writing, such marketing/promotional material
prior to its use, which approval shall not be unreasonably withheld.
Notwithstanding the generality of Section III(C) of this Agreement, in the
event that any marketing/promotion material created by Synovus includes any
promotion of both Synovus and Adviser, excluding free-standing insert
materials, the expense of creating such marketing/promotional material shall
be born equally by both parties.
B. Adviser shall not be permitted to use any name, service xxxx or trademark of
Synovus or its affiliates in any marketing/promotional material without the
express, written approval of Synovus, which approval shall not be unreasonably
withheld.
VI. Nonexclusivity of Adviser's Services
Adviser's services hereunder are not deemed to be exclusive and it shall be
free to render investment management or advisory services to other clients.
On occasions when the Adviser deems the purchase or sale of a security to be
in the best interest of Clients' accounts, as well as other clients of the
Adviser, Adviser shall act in a manner that is fair and equitable to all
clients and consistent with its fiduciary obligations. However, nothing in
this Agreement shall impose upon the Adviser any obligation to purchase or
sell for any Client account that which it may purchase or sell for its other
advisory accounts.
VII. Liability and Indemnification
A. Adviser's Indemnification. Except to the extent prohibited or limited by
law, Adviser shall defend, indemnify and hold harmless Synovus (and each person
or entity which controls Synovus within the meaning of Section 20(a) of the
Exchange Act or Section 15 of the Securities Act of 1933, as amended, (the
"Securities Act"), its respective directors, officers, agents and employees
from and against any and all losses, claims, damages, liabilities, actions,
costs or expenses, including reasonable attorneys' fees incurred by it in
connection with investigating any claim made against it and defending any
action (collectively "Losses"), in addition to any amount paid in settlement
or compromise, provided Adviser shall give its prior written approval of
such settlement or compromise, for which Synovus may become liable and which
arise out of or are based upon: (i) any negligence, gross negligence,
recklessness or willful or intentional misconduct of, or violation of any law
by, Adviser or any of its employees or agents arising from or out of the
services to be rendered by Adviser under this Agreement; (ii) the failure of
Adviser to maintain all necessary licenses or membership requirements mandated
by applicable laws, rules or regulations required under this Agreement; (iii)
any violation or alleged violation of applicable laws, rules or regulations by
Adviser, its officers, agents or employees arising out of the services
contemplated under this Agreement; or (iv) any breach, default or violation of,
under or with respect to any of Adviser's duties, obligations, representations,
warranties or covenants contained in this Agreement. To avoid any uncertainty,
this indemnity provision shall require Adviser to indemnify Synovus for any
Loss arising from or out of any transaction directed by Adviser and effected
through Client's Brokerage Account that is erroneous, incomplete or otherwise
improperly communicated in any way to Synovus. The purpose of the immediately
foregoing sentence is for illustrative purposes only and shall not be construed
to limit Synovus' indemnification rights provided hereunder.
B. Synovus Indemnification. Except to the extent prohibited or limited by law,
Synovus shall defend, indemnify and hold harmless Adviser (and each person or
entity which controls Adviser within the meaning of Section 20(a) of the
Exchange Act, or Section 15 of the Securities Act), its directors, officers,
agents and employees from and against any Losses, in addition to any amount
paid in settlement or compromise, provided Synovus shall give its prior written
approval for such settlement or compromise, for which Adviser may become
liable and which arise out or are based upon: (i) any negligence, gross
negligence, recklessness or willful or intentional misconduct of, or violation
of any law by, Synovus or any of its employees or agents arising from or out
of the services to be rendered by Synovus under this Agreement; (ii) the
failure of Synovus to maintain all necessary licenses or membership
requirements mandated by applicable laws, rules or regulations required
under this Agreement; (iii) any violation or alleged violation of applicable
laws, rules or regulations by Synovus, its officers, agents or employees
arising out of the services contemplated under this Agreement; or (iv) any
breach, default or violation of, under or with respect to any of Synovus'
duties, obligations, representations, warranties or covenants contained in
this Agreement.
C. Procedure. If any claim is made or lawsuit, proceeding or enforcement
action is filed (collectively "Claims" and each a "Claim") against any party
entitled to the benefit of indemnity hereunder, written notice thereof shall
be given to the indemnifying party as promptly as practicable (and in any
event within twenty (20) days after receipt of the Claim or the service of the
citation or summons by the indemnified party); provided, that the failure of
any indemnified party to give timely notice shall not affect rights to
indemnification hereunder except to the extent that the indemnifying
party demonstrates actual damage caused by such failure. The indemnifying
party shall be entitled, if it so selects, to take control of defense and
investigation of such Claim, and to employ and engage attorneys of its own
choice who are reasonably acceptable to the indemnified party to handle and
defend the same, at the indemnifying party's cost, risk and expense. The
indemnifying party shall notify the indemnified party in writing of its
election to defend in good faith any such Claim as soon as it is practicable,
but in no event more than fifteen (15) days after receipt of
written notice thereof by the indemnifying party from the indemnified party.
The indemnifying party shall have the right to settle or compromise any such
Claim without the consent of the indemnified party at any time utilizing its
own funds to do so, if in connection with such settlement or compromise the
indemnified party is fully released by third party and is paid any
indemnification amounts due hereunder. If the indemnifying party fails, or
does not elect, to assume the defense of such Claim within fifteen (15) days
after receipt of notice pursuant to this Section, the indemnified party will
(upon delivering notice to such effect to the indemnifying party) have the
right to undertake, at the indemnified party's cost and expense, the
defense, compromise or settlement of such Claim on behalf of, for the account,
and at the risk of the indemnifying party; provided, however, that such Claim
shall not be compromised or settled without the written consent of the
indemnifying party, which consent shall not be unreasonably withheld. In the
event the indemnified party assumes defense of the Claim, the indemnified party
will keep the indemnifying party reasonably informed of progress of any such
defense, compromise of settlement. The indemnifying party shall be liable for
any settlement of any Claim effected pursuant to and in accordance with this
Section and or any final judgment or assessment (subject to any right of
appeal), and the indemnifying party agrees to indemnify and hold harmless the
indemnified party from and against any damages by reason of such settlement or
judgment (subject to the limitations contained herein).
D. The indemnified party shall cooperate in all reasonable respects with the
indemnifying party and its attorneys in any investigation, trial and defense
relating to a Claim and any appeal arising therefrom; provided, however, that
the indemnified party may, at its own cost, participate in the investigation,
trial and defense of such claim and any appeal arising therefrom.
E. The rights of the parties to indemnification provided for in this Section
VII shall survive the termination of this Agreement.
VIII. Arbitration
Any dispute or controversy that may arise between Synovus and the Adviser
concerning this Agreement, or any transaction under this Agreement, shall be
submitted to arbitration under the rules of the National Association of
Securities Dealers (NASD). An arbitration award under the rules of the NASD
shall be final and judgment upon the award rendered may be entered in any
court, state or federal, having jurisdiction. Notwithstanding the generality of
the foregoing, this section does not limit the rights of either party in
seeking injunctive relief or exercising lawfully permitted self-help rights or
remedies prior to or during any arbitration proceedings solely for the purposes
of aiding or preserving a party's legal right that is to be or is being decided
by arbitration. Arbitration expenses shall be born equally by the parties,
provided however, that if the deciding arbitrator(s) finds that a party has
willfully, maliciously or intentionally breached this Agreement, that the
non-breaching party shall be entitled to recover its arbitration expenses
incurred and its corresponding attorneys' fees. However, in no event, shall
the deciding arbitrator(s) award any party punitive damages.
IX. Termination of Agreement
A. Upon thirty (30) days prior written notice, either party may terminate this
Agreement at any time for any reason, in its entirety. Any termination notice
sent to a party shall be sent first-class mail or by other reliable courier to
the party's last known address, and shall specifying with particularity the
reason(s) for such termination. If the specified reason for termination of
this Agreement is due to an alleged material default of any provision of this
Agreement, the notified party shall first have the right to cure such alleged
default within thirty (30) days after the written termination notice is given
to the notified party allegedly committing such default. Termination will
automatically become effective after thirty (30) days from the date of receipt
of the termination notice by the notified party unless the notified party has
provided reasonable assurances to the satisfaction of other party that any
alleged material default has been cured. The parties agree to inform each
other promptly in the event of a change in the name or address to which any
termination notification must be sent.
B. Regardless of the manner in which this Agreement is terminated, whether
under this Section IX or otherwise, Sections II, VII, VIII, XIV, XV and XVI
shall survive the termination of this Agreement unless otherwise agreed to in
writing by the parties.
C. The application and affect of this Agreement will be terminated with
respect to any Client, upon either (i) the termination of this Agreement under
this Section IX or otherwise, or (ii) the termination of any Management
Agreement entered into with the Client.
X. Non-Assignability
Neither party shall assign this Agreement without the express written consent
by the non-assigning party and, if required by law, the Clients affected by
such requested assignment.
XI. Waiver
The waiver by either party of the breach of any provision of this Agreement by
the other party shall not operate or be construed as a waiver of any
subsequent breach.
XII. Entire Agreement
This Agreement, and any schedules or exhibits attached hereto, represents the
entire Agreement between the parties and may not be modified or amended
except in a writing signed by both parties.
XIII. Relationship of the Parties
Neither this Agreement nor any activity hereunder is intended to be and shall
not be treated as a general or limited partnership, association, or joint
venture. Neither Synovus nor Adviser shall hold itself out as an agent of
the other or any of the subsidiaries or companies controlled directly by or
affiliated with the other.
XIV. Enforceability
If any provision or condition of this Agreement is held to be invalid or
unenforceable by any court, or regulatory or self-regulatory agency or body,
such invalidity or enforceability shall attach to such provision or condition
and the remaining provisions shall not be affected.
XV. Limitation of Liability
Neither party shall be liable to the other for special, indirect or
consequential damages arising out of any breach of its obligations under this
Agreement other than the obligation to indemnify set forth in Section VII of
this Agreement. The remedies provided herein are exclusive and shall survive
the termination of this Agreement.
XVI. Governing Law
Except as provided by Section VIII, this Agreement and its enforcement shall
be construed in accordance with and governed by the laws of the State of
Georgia without giving effect to any choice of law doctrine or statute.
XVII. Good Faith, Cooperation and Due Diligence
The parties hereto covenant, warrant and represent to each other good faith,
complete cooperation, due diligence and honesty in fact in the performance of
all obligations of the parties pursuant to this Agreement.
DIAMOND HILL CAPITAL MANAGEMENT, INC.
By: /S/Xxxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxxx X. Xxxxxx, Xx.
Title: President
Address for all notices: Diamond Hill Capital Management, Inc.
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000
SYNOVUS SECURITIES, INC.
By: /S/Xxx Xxxxxxx
Name: Xxx Xxxxxxx
Title: President
Address for all notices: Synovus Securities, Inc.
0000 0xx Xxxxxx
Xxxxxxxx, XX 00000
EXHIBIT B:
FEE SCHEDULE
General Fee Schedule
The Client will compensate Synovus Securities, Inc. by payment of an annual
asset-based fee, payable quarterly. The fee schedule currently in effect is
as follows:
Eligible Asset Range (Average Daily Balance) Annual Rate
On the first $500,000 2.00% of Eligible Assets*
On the next $500,000 1.60% of Eligible Assets*
Assets above $1,000,000 1.20% of Eligible Assets*
* Minimum Fee: $5,000 annually.
Fees charged to each Client will include all management, custodial, and
brokerage related expenses to the extent the Client designates Synovus to act
as its custodian and broker-dealer. Otherwise, additional fees may be charged
to the Client for third party custodial and brokerage services on a periodic
or transactional basis. Adviser shall not be entitled to receive or be
credited for any portion of the additional fees charged to Client as a result
of third party custodial or brokerage services rendered on behalf of the
Client.
EXHIBIT C:
FEE CALCULATION
Fees charged to each Client will be based on the average daily balance ("ADB")
held in the Client's Brokerage Account. The ADB is calculated as follows:
* The average of all the daily balances, based on settlement date, from the
prior billing cycle. This figure is used to xxxx forward for the number of
calendar days in the next billing cycle. For a prorated billing cycle, this
figure also is used to xxxx in arrears for the number of calendar days the
account has been open;
* Does not count accounts with a debit balance or zero balance;
* Does not count days with a zero balance within an otherwise funded period
for an account;
* Will include annuities that are cross-referenced at the clearing firm using
the clearing firm's posting service;
* Margin account fee calculations are based on the margin debt, plus the
market value; and
* Does not include unpriced securities.
The ADB, as previously described, is multiplied by the applicable rate to
calculate the annual fee. The annual fee is then divided by the number of
calendar days in the year and multiplied by the number of calendar days in the
appropriate billing cycle. Except for the initial billing cycle, which begins
with the date that the Client enrolls in the account and ends with the last
calendar day of the initial calendar quarter in which enrollment occurs (the
"Initial Period"), a billing cycle shall begin on the first day of a calendar
quarter and end on the last day of the same calendar quarter.
When the Client enrolls in this account during the first or second month of
any calendar quarter, the initial fee will be prorated for the number of
calendar days the account was open for billing in its initial month. A second
fee will reflect charges for the remaining month(s) in the Initial Period. The
first full quarter is charged on the 15th of the first month of the calendar
quarter following the end of the Initial Period. Going forward, all quarterly
fees will be charged in advance on the 15th of the first month of each
subsequent calendar quarter after the Initial Period. The annual fee and the
fee paid for any Initial Period shall be referred to in this Agreement as
"the Fee" subject to any exclusions noted in Exhibit B.
The Client will pay Synovus Securities, Inc. any Fee first from any free
credit balance in the Client's Brokerage Account, next from the liquidation or
withdrawal by Synovus Securities, Inc. of the Client's shares of any money
market funds or balances in any money market deposit account, next from a bank
deposit account as notated, if applicable, and finally, from the liquidation
of any other securities in any Client account(s).
A Client Brokerage Account that closes during the first 14 business days of a
billing cycle will be charged a reduced fee covering only the days that the
Client Brokerage Account was active. A Client Brokerage Account that closes
between the 15th business day and the end of the billing cycle will be rebated
the partial fee for the days that the Client Brokerage Account was not active
under the billing system. The rebate will be posted to the Client Brokerage
Account the day following the date on which the Client Brokerage Account was
marked as closed.
