Managed Account Subscription Agreement
Last updated: 12/10/2020
1. Description of Services. ProNvest is an investment adviser registered with the U.S. Securities and Exchange Commission (SEC) under the Investment Advisers Act of 1940, as amended. Through our web-based retirement planner, we will manage your Employer Sponsored Retirement Account (“ESRA,” and herein “Account”) and provide related advisory services (collectively, the “Services”). You will receive discretionary asset allocation and fund selection services based on the personal and financial information you provide to us. Your assets shall be held by an independent custodian. “Discretionary” asset allocation means assets will be bought and sold for your Account without your approval of each trade. Your investment portfolio will be rebalanced to the target asset allocation at least once per quarter.
When we manage your Account, we create an investment portfolio with a diversified mix of mutual funds in an effort to balance risk and return. Recommendations are based on a glide path approach, adjusted for your age, retirement horizon, and the investment strategies (aggressive, moderate, or conservative) selected by you. Recommendations are further adjusted based on current balance, income, contribution level, and other assets which potentially impact your ability to reach your retirement goals. For clients with a longer retirement horizon, portfolios are created with more volatility and higher return potential (designed for capital appreciation). For clients with a shorter retirement horizon, portfolios are created with lower volatility and lower return potential (designed for capital preservation). At any time, you may accept, modify, or reject a recommended investment strategy. You have access to our team of professional retirement counselors and other investment and retirement planning resources, including our GAP analysis tools, account and market data, and support for your outside accounts.
2. Power of Attorney. You appoint ProNvest to provide discretionary Account management and act as your agent and attorney-in-fact with limited power and authority to act for and on behalf of you to buy, sell, and otherwise effect investment transactions in the name of your account. No cash or securities or any property will be paid or delivered to ProNvest, except fees as provided in Section 8. This power of attorney will continue until this Agreement is terminated as provided below or ProNvest has actual receipt of notice of Client’s death or judicially determined incompetence.
3. Your Responsibilities. ProNvest relies on the information you submit to us in order to provide you with our Services. You are solely responsible for: (i) providing true, accurate, and complete information; (ii) notifying us of any material change in your information or circumstance that might affect the manner in which your account should be invested (whether financial circumstance, investment objective, risk tolerance, or otherwise); (iii) notifying us immediately if you have knowledge of or suspect any unauthorized use of your information.
You are further responsible for determining the suitability of your investments and strategies. You understand that the Service is not a substitute for seeking more specific or personalized advice regarding the investments and strategy appropriate for your risk tolerance, financial circumstances, and objectives.
5. Electronic Communication Consent. To the greatest extent allowed by law, you consent to receive all communications and notices electronically via the email address you provide to ProNvest. You agree that all notices, agreements, disclosures, documents, statements, data, records, and other communications that we provide to you electronically satisfy the same legal requirements that would be satisfied if such were provided in a hardcopy form.
It is your responsibility to provide us with your correct email address and to update your email address when necessary. All communications we send to your registered email address will be deemed as delivered and will constitute proper and effective notice.
You may request a paper copy of any electronic communication by contacting us at 1-866-738-5125. We reserve the right to charge a reasonable fee for producing and mailing the paper version(s). You may also withdraw your consent to receive electronic communications at any time by contacting us at the phone number listed above. You understand that withdrawing your consent could result in your access to certain of our services being restricted or terminated.
6. Subscription Renewal, Cancellation, and Termination. Your subscription to the Services will begin when you complete registration and will automatically continue on a month-to-month basis. You may cancel your subscription at any time by contacting us at 1-866-738-5125 or at email@example.com. If you cancel your subscription, you will not be entitled to a refund of any fees already paid.
ProNvest, in our sole discretion, may suspend or terminate this Agreement at any time and without notice. You agree that ProNvest will have no liability to you for suspension or termination. Cancellation or termination of this Agreement will not affect the validity of any action previously taken by either party under this Agreement or any liabilities or obligations incurred prior to termination, including your obligation to pay fees and expenses incurred before termination.
7. Fees. ProNvest will charge a monthly flat fee determined by the fair market value of the securities in your Account, calculated on the the same day each month as your initial subscription date. Your fee information will be provided to you upon sign-up and is available to you at any time in your ProNvest dashboard. Our current fees are as follows:
Monthly fee Total account assets
$20.00 Each $50,000 under management
$9.00 Any remaining account balance less than $50,000
For example, the fee for a client with an account balance of $110,000.00 is calculated as follows:
$0.01 – $50,000.00 = $20.00
$50,000.00 – $100,000.00 = $20.00
$100,000.00 – $149,999.99 = $9.00
Total Monthly Fee: $49.00
8. Payment and Payment Services. You will be charged your first monthly fee upon subscribing to the Services and you will continue to be charged a monthly fee on the same day each month as your initial subscription date, unless this Agreement is suspended or terminated as set forth in Section 6. You understand that your subscription will automatically renew each month and you authorize us, without further notice to you, to collect the then-applicable fees using any credit card we have on record for you. If your credit card is declined for payment, we will notify you and may suspend or terminate your subscription unless and until you provide updated credit card information.
Credit card payment processing services for ProNvest are provided by Stripe, Inc. (“Stripe”) and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By using the Service, you agree to be bound by the Stripe Services Agreement, as may be modified by Stripe from time to time. As a condition to ProNvest enabling credit card payment processing services through Stripe, you agree to provide ProNvest with accurate and complete information about yourself and you authorize ProNvest to share any such information with Stripe, as well as transaction information related to your use of the Stripe payment processing services. We are not responsible for the performance of any third-party credit card processing or third-party payment services.
9. Disclaimers. ALL INVESTMENTS INVOLVE RISKS, INCLUDING BUSINESS, ECONOMIC, MARKET, POLITICAL, AND GEOPOLITICAL RISKS. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE SUCCESS. YOUR ACCOUNT MAY LOSE MONEY, INCLUDING PRINCIPAL, AND YOUR INVESTMENTS WILL FLUCTUATE DEPENDING ON MARKET CONDITIONS.
ASSET ALLOCATIONS AND DIVERSIFICATION DO NOT ELIMINATE RISK OF LOSS OR GUARANTEE SUCCESSFUL PERFORMANCE. PRONVEST MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE PERFORMANCE OF YOUR ACCOUNT, INCLUDING THE PROFITABILITY OF ACCOUNT ALLOCATIONS OR LIKELIHOOD OF ACHIEVING A PARTICULAR OUTCOME. FUNDS ARE NOT INSURED OR GUARANTEED BY THE UNITED STATES GOVERNMENT OR ANY AGENCY THEREOF, OR BY ANY STATE OR AGENCY THEREOF.
10. Limitation of Liability. To the fullest extent permitted by state and federal securities laws and regulations or the Employee Retirement Income Security Act of 1974 (“ERISA”), as applicable, and excepting our negligence, willful misconduct, or violation of applicable law, you agree that ProNvest and our respective affiliates, officers, directors, agents, licensors, and employees shall not be liable for any act, omission, or error of judgment with respect to the Services, including but not limited to any loss in market value of the securities in your Account resulting from ProNvest’s Services hereunder, whether due to error of judgment or otherwise. Federal and state securities laws and ERISA impose liabilities under certain circumstances on persons who act in good faith and nothing herein shall constitute a waiver or limitation of your rights under federal or state securities laws or ERISA.
11. Indemnification. You agree to indemnify, defend, and hold ProNvest and its affiliates, officers, directors, agents, licensors, and employees harmless from any liability, loss, cost, claim, and expense, including attorney’s fees, related to or arising from your use of the Service, including but not limited to your: (i) failure to provide true and accurate information or to update such information; (ii) violation of this Agreement; (iii) violation of applicable law or regulation; or (iv) violation of the rights of a third party. Notwithstanding the foregoing, this section will not affect your non-waivable statutory rights.
12. No Legal or Tax Advice. ProNvest does not provide legal, tax, or accounting advice. It is your responsibility to seek advice regarding your individual financial circumstances from an attorney, accountant, advisor, or other relevant professional.
13. Form ADV. Upon execution of this Agreement, ProNvest’s ADV Brochure will be provided in electronic format through your account. You may request our Form ADV in written form at any time.
14. PRE-DISPUTE ARBITRATION AND CLASS ACTION WAIVER.
BY ENTERING THIS AGREEMENT, YOU AND PRONVEST ARE GIVING UP THE RIGHT TO: (I) SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY, AND (II) LITIGATE ON A CLASS BASIS, WHETHER CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.
YOU AGREE TO RESOLVE BY BINDING ARBITRATION ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, PERFORMANCE, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, INCLUDING THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE.
ANY ARBITRATION SHALL BE CONDUCTED BEFORE JUDICIAL ARBITRATION AND MEDIATION SERVICES (“JAMS”) PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. YOU AGREE THAT ANY ARBITRATION HEARING WILL BE HELD IN HAMILTON COUNTY, TENNESSEE, AND APPLY THE SUBSTANTIVE LAW OF TENNESSEE TO ALL STATE LAW CLAIMS. YOU AGREE TO THE PERSONAL JURISDICTION OF THE COURTS LOCATED IN HAMILTON COUNTY, TENNESSEE TO INTERPRET AND ENFORCE THESE ARBITRATION PROVISIONS. DISPUTES WILL NOT BE RESOLVED IN ANY OTHER FORUM OR VENUE.
ANY ARBITRATION WILL BE CONDUCTED BY A RETIRED JUDGE WHO IS EXPERIENCED IN RESOLVING DISPUTES REGARDING THE SECURITIES INDUSTRY. PRE-ARBITRATION DISCOVERY WILL BE LIMITED TO THE GREATEST EXTENT ALLOWED BY THE JAMS RULES. ANY ARBITRATION AWARD WILL NOT INCLUDE FACTUAL FINDINGS, CONCLUSIONS OF LAW, OR OTHER WRITTEN EXPLANATION OF REASONS FOR THE AWARD. THE ARBITRATOR MAY NOT AWARD CONSEQUENTIAL OR PUNITIVE DAMAGES (UNLESS AND ONLY TO THE EXTENT SUCH DAMAGES ARE STATUTORILY REQUIRED TO BE AN AVAILABLE REMEDY FOR AN ASSERTED CLAIM). THE ARBITRATOR SHALL ALLOCATE THE COSTS OF ARBITRATION IN THE AWARD, INCLUDING ARBITRATOR FEES AND REASONABLE ATTORNEYS’ FEES OF THE PREVAILING PARTY. ANY AWARD BY THE ARBITRATOR WILL BE FINAL AND BINDING. YOU UNDERSTAND THAT STATE AND FEDERAL LAW LIMITS YOUR RIGHT TO APPEAL OR SEEK MODIFICATION OF AN AWARD OR RULING BY THE ARBITRATOR. STATE AND FEDERAL STATUTES OF LIMITATION, REPOSE, OR OTHER LAWS AND REGULATIONS MAY PROVIDE A TIME LIMIT IN WHICH YOU MUST BRING A CLAIM, AND YOU AGREE THAT THESE TIME LIMITS WILL APPLY TO ANY ARBITRATION PROCEEDING BROUGHT UNDER THIS AGREEMENT TO THE SAME EXTENT SUCH TIME LIMITS WOULD BE BARRED IF BROUGHT IN A STATE OR FEDERAL COURT. THIS ARBITRATION PROVISION WILL BE INTERPRETED AND ENFORCED IN ACCORDANCE WITH APPLICABLE FEDERAL LAW, INCLUDING THE FEDERAL ARBITRATION ACT (FAA).
15. Governing Law. This Agreement will be deemed to have been made in the State of Tennessee and to the maximum extent allowed by law, and in compliance with the Investment Advisers Act of 1940, will be governed by the laws of the State of Tennessee, without reference to principles of conflicts or choice of laws.
16. Severability. If any provision of this Agreement is held invalid or unenforceable by reason of any law, rule, order, or judicial decision, such determination will have no effect on the validity of the remaining provisions of this Agreement.
17. No Waiver. No provision of this Agreement will be deemed waived, altered, modified, or amended unless agreed to in writing by ProNvest.
18. Amendment. This Agreement sets forth the entire understanding of the parties hereto with respect to the services to be provided to you by ProNvest. Any and all previous agreements and understandings between us and you regarding the subject matter of this Agreement, whether written or oral, are superseded by this Agreement. ProNvest may amend this Agreement by providing you with thirty (30) days’ advance notice.
19. Assignment. ProNvest may assign its interests in this Agreement to a successor in interest to substantially all of its business or an affiliated company without your consent, provided that: (i) the proposed assignee agrees in writing to assume all of the assigning party’s obligations and a copy of the written assumption agreement is forwarded to the non-assigning party; (ii) the assigning party promptly notifies the non-assigning party of such assignment; and (iii) such assignment is consistent with the Investment Advisers Act of 1940, as amended.
20. Electronic Signatures. You agree that your electronic signature, including but not limited to the use of a mouse, keypad, or other electronic device to select any icon, item, or button, constitutes your signature and is the legal equivalent of your manual signature on this Agreement. Your intentional action in electronically accepting the terms of this Agreement and use of the Services are valid evidence of your consent to be legally bound by this Agreement. The use of an electronic version of these documents fully satisfies any requirement that they be provided to you in writing. You may access and retain a record of the documents that you electronically accept through the website.
21. Notice to ProNvest. Notice to ProNvest must be sent through a nationally recognized carrier via overnight delivery or first-class postage prepaid mail to: ProNvest, Inc., Attn: Compliance, 1110 Market Street, Suite 402, Chattanooga, TN 37402.
BY CREATING AN ACCOUNT, YOU REPRESENT THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT AND YOU CONSENT TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS HEREIN.