Please review this Client Engagement Agreement ("Agreement") carefully as it sets forth the understanding between you, (heretofore the "Client" and any Attorney-In-Fact chosen by the Client), and Invest Vegan LLC (the “Firm"), regarding the services the Firm will provide. 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.
The Firm will provide consultations addressing the specific issue or issues you request. The Firm may limit its analysis to those areas indicated. You understand that information regarding specific issues not revealed to or analyzed by the Firm may have a direct impact on the suitability or accuracy of specific recommendations given. The term of engagement is referenced in the appropriate Addendum.
The Firm’s fees are assessed as noted in respective Addenda. Payment requests for advisory fees will be preceded by an invoice containing the fee(s) to be assessed, the formula used to calculate the fee(s), and the time period covered by the fee(s). Published Firm fees are negotiable, and typically waived or discounted for associates of the Firm, their family members, and pre-existing relationships. The Firm strives to offer fees that are fair and reasonable in light of the experience of the Firm and the services to be provided to the Client. Similar services may be made available from other firms and potentially at a lesser fee. Fees may be paid by check or draft from US-based financial institutions, via PCI-compliant electronic payment systems/providers, or withdrawal from the Client’s account maintained at the Custodian of Record. At no time will cash, money order or similar forms of payment be accepted.
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 account holder as provided in the current, separate fee schedule of the selected service provider. Fees paid to the Firm for its advisory services are separate from internal fees or charges the Client may pay for mutual funds, exchange-traded funds, or other investments of this type. The Firm does not receive “trails” or SEC Rule 12b-1 fees from a recommended investment company. Fees charged by these issuers are detailed in prospectuses or product descriptions and Clients are encouraged to read these documents before investing.
The Firm does not receive commission payments involving any securities recommendation or transaction service.
The Firm shall not receive performance-based fees for its advisory services.
TERMINATION OF SERVICES
Either Party to this Agreement may terminate the engagement at any time by communicating their intent to terminate in writing. The Firm will not be responsible for investment allocation, advice, or transactional services (except for limited closing transactions) upon receipt of a termination notice. It will also be necessary that the Firm inform the Custodian of Record that the relationship between Parties has been terminated. If the Client did not receive the Firm’s Form ADV Part 2 firm brochure at least forty-eight (48) hours prior to entering into this Agreement, then the Client has the right to terminate the engagement without penalty within five (5) business days after entering into the Agreement. If the Client terminates a financial planning service after this five (5) business-day rescission period, the Client is assessed an hourly fee for work completed to the date of termination. If the Client engages the Firm for portfolio management services and terminates the Agreement after the five (5) business-day rescission period, the Client is assessed fees on a prorated basis for services incurred from either (i) as a new Client, the date of the engagement to the date of the Firm’s receipt of the written notice of termination, or (ii) all other accounts, the last billing period to the date of the Firm’s physical or constructive receipt of written termination notice. The Firm will return any prepaid, unearned fees within thirty (30) calendar days of the Firm’s receipt of termination notice. Any earned fees by the Firm in excess of a prepaid deposit will be billed at the time of termination and will be due by the Client upon receipt of Firm invoice. If the Firm is unable to deduct advisory fees from the Client’s account at the Firm’s Custodian of Record, then the Firm’s earned fees will be due upon the Client’s receipt of Firm invoice.
CONFLICTS OF INTEREST
The Firm will provide disclosure throughout the term of the engagement regarding any material conflicts of interest which could be reasonably expected to impair the rendering of unbiased and objective advice. The Client acknowledges receipt of the Firm’s Form ADV Part 2A and the Form ADV Part 2B brochure supplement which describes roles and capacities the Client’s advisory representative may serve and whether a conflict of interest exists. The Client is under no obligation to act on the Firm’s recommendations and, if the Client elects to do so, the Client is under no obligation to complete all of them through the Firm or a recommended service provider.
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 and competent in order to enter into and perform this agreement.
● Client agrees to provide the Firm with the necessary information to provide the agreed upon services.
● 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 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.
● Nothing contained in this paragraph constitutes a waiver of any rights that a Client has under federal and state securities laws to pursue a remedy by other means.
CONFIDENTIALITY OF INFORMATION
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, Firm 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 website, 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.
The Firm does not vote Client proxies, including accounts served on a discretionary basis (trading authority). 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.
The Firm is an investment adviser registered with the State of New York. 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). Registration with any regulatory authority does not imply a certain level of skill or training.
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.
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, but does not mandate nor require, 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. Parties agree that the venue for any dispute resolution or legal action shall be in a mutually agreeable location within the State of New York. 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 the Client may have under federal and state securities laws to pursue a remedy by other means.
The Client acknowledges that the Firm does not and will not practice law or provide 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.
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.
An Event of Force Majeure means an event beyond the control of the Firm which prevents it from complying with any of its obligations under this Agreement, including but not limited to: acts of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods); war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilization, requisition, or embargo; rebellion, revolution, insurrection, or military or usurped power, or civil war; contamination by radio-activity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly; riot, commotion, strikes, go slows, lock outs or disorder, unless solely restricted to employees of a service provider; or acts or threats of terrorism. The Firm shall not be considered in breach of this Agreement to the extent that performance of its obligation is prevented by an Event of Force Majeure that arises on or after the Effective Date of the Agreement. The Firm shall give notice to the Client of an Event of Force Majeure upon it being foreseen by, or becoming known to. If and to the extent that the Firm is prevented from executing the agreed upon services by the Event of Force Majeure, the Firm shall be relieved of its obligations to provide the agreed services but shall endeavor to continue to perform its obligations under the Agreement so far as reasonably practicable and in accordance with good operating practices. Nothing contained in this paragraph constitutes a waiver of any rights that the Client may have under federal and state securities laws to pursue a remedy by other means.
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.
This Agreement shall be governed by the laws of the State of New York. For clients residing in New York, this advisory contract shall not waive or limit compliance with, or require indemnification for, any violations of state law.
TERM OF SERVICES
Engagements are considered ongoing and continuous until terminated by either Party under the terms of the Agreement.
CUSTODIAN OF RECORD
The custodian of record for the Account(s) is: Altruist.
Under this agreement, the firm will provide its services under DISCRETIONARY AUTHORITY via limited power of attorney, discretionary basis (authority) allows the Firm to implement investment decisions, such as the purchase or sale of a security on behalf of the Client's Account, without requiring the Client's prior authorization for each transaction in order to meet stated Account objectives. The firm will allow for reasonable restrictions involving the management of the account as annotated within the client's written investment guidelines The client may amend Account authority by providing the firm revised written instruction. The Custodian of Record will specifically limit the firm's authority in the account to the placement of trade orders.
The Firm does not require a minimum account size to open or maintain an investment portfolio, nor are there account opening and/or administration fees to initiate the Firm’s services. For the benefit of discounting the asset-based fee, accounts for the same household under the Firm’s management will be aggregated. At the beginning of each calendar quarter, the portfolio management fee will be based on an annualized rate as indicated in the following fee table (quarterly, in advance).
The fee is determined by the market value of account assets calculated on the last market day of each prior quarter’s-end, then multiplying that quotient by the applicable number of basis points set forth in the fee table (one basis point equals 1/100 of one percent). The result is then divided by four to determine the quarterly fee.
Formula: ((quarter-end market value) x (applicable number of basis points)) ÷ 4
|Assets Under Management
||Annualized Asset-Based Fee
|$0 - $999,999
||1.00% (100 basis points)
|$1,000,000 - Above
||0.85% (85 basis points)
The first billing cycle begins once this addendum is executed and account assets have settled into the Client’s separately identifiable account held by the Custodian of Record. Fees for partial months will be prorated based on the remaining days in the reporting period in which the Firm services the account. The Firm will send the Client and Custodian of Record written invoice each billing period that describes the advisory fees to be deducted from the account at the Firm’s request. The invoice will include the total fee assessed, covered time period, calculation formulae utilized, and reference to the assets under management in which the fee had been based.
The Firm shall not be entitled to cash or other Client assets held by the Custodian of Record except those monies owed to the Firm in connection with its services as earlier described. Subject to the Custodian of Record’s fee debit procedures, advisory fees will be payable first from free credit balances, if any, in the account(s) as designated and, second, from the liquidation of any money market funds. If such assets are insufficient to satisfy payment of the advisory fees, the Client will authorize the Firm to instruct the Custodian of Record to liquidate a portion of any asset in the applicable account to cover the advisory fee. In addition, the Firm will charge the Client for all fees and assessments associated with checks that are returned for insufficient funds. This includes, but is not limited to, custodial/clearing firm fees or charges.
The Client’s written authorization is required in order for the Custodian of Record to deduct advisory fees from the Client’s account. By signing the Firm’s engagement agreement and this Addendum, in addition to the Custodian account documents, the Client is authorizing the Custodian to withdraw the Firm’s advisory fees and the Custodian’s transactional fees from the account. The Custodian will remit advisory fees directly to the Firm. Fees deducted from the account will be noted on statements the Client receives from the Custodian of Record. The Firm does not allow direct payment of its advisory fee in lieu of fee withdrawal from the investment account.