INVESTMENT ENGAGEMENT AGREEMENT
Please review this Client Engagement Agreement (“Agreement”) carefully as it sets forth the understanding between you (the "Client" and any Attorney-In-Fact) and Derive Wealth LLC (the “Firm") regarding the investment services the Firm will provide you. If you have any questions about the content of this Agreement you should discuss them with us or your legal counsel before you sign this Agreement.
INVESTMENT MANAGEMENT: The Firm will provide discretionary investment management in relation to your specific goals and objectives. The Custodian of Record for the Account(s) is TD Ameritrade Institutional.
FLAT FEE PRICING
INVESTMENT MANAGEMENT FEE: For investment portfolios managed at the Firm’s Custodian of Record, the number of accounts multiplied by the schedule below determines the monthly investment fee:
Each Investment Account: $10 Per Month
FEE ASSESSMENTS: Your investment fees are billed in arrears on a monthly or quarterly basis. Fees may be paid by credit card using an unaffiliated third-party processor, or withdrawal from the Client’s account maintained at their Custodian of Record, following the Client’s written authorization and receipt of Firm notice (invoice). At no time will cash, money order or similar forms of payment be accepted. Per annum interest at the current maximum statutory rate may be assessed on advisory fee balances due more than 30 days. The Firm may refer past due accounts to collections or legal counsel for processing, and reserves the right to suspend some or all services once an account is deemed past due.
TERMS OF SERVICE
TERM OF SERVICES: The Agreement begins on the effective date when you sign your investor profile and are considered ongoing and continuous during the span of the engagement until terminated by either Party under the terms of the Agreement.
SERVICE PROVIDER FEES: Any transactional or custodial fees assessed by the selected service providers and/or individual retirement account or qualified retirement plan account termination fees are borne by the Client and are as provided in the current, separate fee schedule of the selected service provider. Fees paid to the Firm for its services are separate from any charges the Client may pay for mutual funds, exchange-traded funds or other similar investments. The Firm does not receive “trailer” or SEC Rule 12b-1 fees from any investment company. Fees charged by these issuers are detailed in prospectuses or product descriptions and Clients are encouraged to read these documents before investing.
COMMISSIONS: The Firm does not receive commission payments involving any securities recommendation or transaction service.
PERFORMANCE BASED FEES: The Firm shall not receive performance-based fees for its advisory services.
TERMINATION OF SERVICES: Either party may terminate the Agreement anytime, which will typically be in writing. Should the Client verbally notify the Firm of the termination and, if in two business days following this notification the Firm has not received notice in writing; the Firm may make written notice of such termination in its records and will send its own termination notice to the Client in substitute. The Firm shall not be responsible for future allocations, investment advice or transactional services (except for limited closing transactions) upon receipt of a termination notice, and the Firm will inform the Custodian of Record that the relationship between the Firm and the Client has been terminated. If the Firm’s Form ADV Part 2 brochure was not delivered to the Client at least 48 hours prior to entering into the investment advisory contract, the Client will then have the right to terminate the engagement without fee or penalty within five (5) business days after entering into the agreement. If the Client terminates a investment engagement after this five-day period, the Client will not be assessed a fee based and the Firm’s will not be obligated to deliver investment advice. The Firm shall return any prepaid, unearned fees (if any) within 30 days of the Firm’s receipt of termination notice. Earned fees in excess of any prepaid deposit will be billed at the time of termination and will be due by the Client upon receipt of the Firm’s invoice. The Firm’s return of payment to a Client for fixed fees will only be completed via check from the Firm’s US-based financial institution; credits or “transaction reversals” may be issued if possible.
CONFLICTS OF INTEREST: Firm will provide disclosure throughout the term of the engagement regarding any conflicts of interest which could be reasonably expected to impair the rendering of unbiased and objective advice. The Client is hereby informed that the Firm provides various advisory services to its Clients, including financial planning services; all of which where the Client may pay the Firm a fee. Due to the Firm’s ability to offer two or more services to the Client and possibly receiving an advisory fee for each service, a conflict of interest may exist. Therefore, the Client is under no obligation to act upon the Firm’s recommendations. If the Client elects to do so, the Client is under no obligation to complete these services through the Firm or a recommended service provider/issuer.
CLIENT REPRESENTATIONS: The Client represents to the Firm the following and understands and agrees that the Firm is relying on these representations as an inducement to enter into this Agreement:
- The Client declares to be legally empowered to enter into or perform this agreement.
- If this Agreement is established by a legal entity, the undersigned certifies that the Agreement has been duly authorized, executed and delivered on behalf of such entity, and that the Agreement is valid by way of resolution or amendment made by the entity to that effect, and authorizing the appropriate officer or director to act on its behalf in connection with this Agreement.
- Client agrees to provide the Firm with the necessary information to provide the agreed upon services.
- Client agrees and acknowledges that the responsibility for financial decisions is theirs and the Client is under no obligation to follow, either wholly or in part, any recommendation or suggestion provided by the Firm.
- Client understands and agrees that the Firm performs services for other clients and may make recommendations to those clients that differ from the recommendations made to the Client. The Client agrees the Firm does not have any obligation to recommend for purchase or sale any security or other asset it may recommend to any other client.
- The Client agrees the Firm obtains information from a wide variety of publicly available sources and cannot guarantee the accuracy of the information or success of the advice which it may provide. The information and recommendations developed by the Firm is based on the professional judgment of the Firm and the information the Client provides to the Firm.
- The Client acknowledges and agrees that the Firm shall not be obligated to provide any services under this Agreement with or for the Client if, in the Firm’s reasonable judgment, this would (i) violate any applicable federal or state law or any applicable rule or regulation of any regulatory agency, or (ii) be inconsistent with any internal policy maintained by the Firm relating to business conduct with its Clients.
- Client acknowledges all investments involve risks and that some investment decisions will result in losses, including the potential for the loss of their principal that has been invested. The Client understands that the Firm cannot guarantee their investment goals or planning objectives will be achieved.
- If the account contains only a portion of the Client’s total assets, the Firm shall not be responsible for the supervision of those Client assets not under management or otherwise covered by this Agreement.
- The Client understands and agrees that the Firm will not be liable for any loss incurred as a result of the services provided to the Client by the Custodian of Record under the Client’s direction.
MULTIPLE CLIENTS: In the event the Client is more than one individual, the Firm is authorized to accept the direction of either party and such direction will be binding on all parties. This authority does not extend to individual accounts (i.e., individual retirement accounts, etc.) unless the Firm receives the account holder’s prior written approval.
ELECTRONIC DOCUMENT DELIVERY: Whenever practical, documents and information will be electronically delivered to the Client. Such documents and information include, but are not limited to, service agreements, account information, forms, revised advisory firm disclosures and various types of general Client communications. Delivery mechanisms may include electronic mail (e-mail), firm web site, portal, and secure data transmission services. The sending of electronic messages and/or information shall constitute delivery of the information, regardless of whether the Client chooses to read it. The Client may opt-out of or revoke this consent to electronic delivery at any time by providing written notice to Firm at its main office.
PROXY VOTING: The Firm does not vote Client proxies, including accounts served under a discretionary agreement. The Client shall be responsible for directing the manner in which proxies solicited by issuers of securities the Client beneficially owns shall be voted, and will make all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to Client assets.
ADVICE IMPLEMENTATION: The Client is under no obligation to follow the financial planning recommendations provided by the firm. Additionally, the Client is under no obligation to implement any recommendations with the firm. The Client is free to choose what recommendations to follow and where to implement.
REGISTRATION: The Firm is an investment adviser registered with the State of California. The Firm may register, become licensed or meet exemption to registration and/or licensing in other jurisdictions it may conduct investment advisory business. Any reference to the Investment Advisers Act of 1940, as amended, in any Client document does not imply registration with the United States Securities and Exchange Commission (SEC).
ASSIGNMENT: The Firm will not assign this Agreement to any other party without the Client’s prior written consent.
DEATH OR DISABILITY: If the Client is a natural person, the death, disability or incompetency of the Client will not terminate or change the terms of this Agreement. However, the Client’s executor, guardian, attorney-in-fact or other authorized representative may terminate this Agreement by giving written notice to the Firm.
DISPUTES: A dispute, controversy, or claim that arises from this Agreement may be settled through direct negotiation, mediation, arbitration or litigation. If direct negotiation fails, the Firm suggests that either mediation or arbitration, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures, be considered as a mechanism for resolution. Each party shall be responsible for the cost of its own legal representation at any proceeding. The parties agree that the venue for any dispute resolution or legal action shall be in a mutually agreeable location within the State of California. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith; therefore, nothing contained in this Agreement shall constitute a waiver of any rights that you may have under federal and state securities laws to pursue a remedy by other means.
OTHER SERVICES: The Client acknowledges that the Firm does not and will not practice law or offer accounting services when providing financial planning or investment advice to the Client. The Client understands that none of the fees paid under this contract relate to such services and that it is the responsibility of the Client to obtain such advice if necessary.
CAPTIONS AND HEADINGS: The captions and headings of the paragraphs in this Agreement and its Addenda are only for convenience and shall not be used in construing or interpreting this Agreement.
SEVERABILITY: Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective 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.
ENTIRE AGREEMENT; MODIFICATION: This Agreement constitutes the final, complete and entire Agreement between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties, and is binding on and inures to the benefit of their respective heirs, representatives, successors, and assigns. This Agreement may be modified only by amendment in a writing signed by the parties to this Agreement, which specifically states that the amendment modifies this Agreement.
PERMISSION TO SHARE INFORMATION: I hereby authorize Derive Wealth LLC to share our financial information with my spouse, accountants, attorneys, insurance agents, as necessary to provide advice or service. I understand that this authorization shall remain in effect unless and until I choose to revoke it in writing, which I may do at any time. I further understand that this does not constitute a power of attorney over my account(s).
GOVERNING LAW: This Agreement shall be governed by the laws of the State of California.