Employer Sponsored Retirement Account Service Agreement

ProNvest dba Future Capital
Employer Sponsored Retirement Account service Agreement

Last updated: 10-17-22

This Employer Sponsored Retirement Account Service Agreement (“Agreement” or “ESRA Service Agreement”) sets forth the terms and conditions under which ProNvest, Inc. dba Future Capital (“Future Capital,” “we,”“our,us”) a registered investment advisor with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of1940, as amended (“Advisers Act”), provides investment advisory and management services (“Services”) to you, (“Client,” “you,”“your”). To the extent any Services are provided through our website (https://futurecapital.com), you agree to be bound by the Terms of Use.

 1.        Description of Services. Future Capital will provide you with investment advisory and management services regarding yourEmployer Sponsored Retirement Account (“ESRA” and referred to in this Agreement as an “Account”) as described in this Agreement.  Future Capital will arrange for an unaffiliated investment adviser who is registered with the SEC under the Advisers Act (“IndependentAdviser”) to provide investment advice with respect to the securities available for your Account.

Future Capital may, at any time, change the Independent Adviser without notifying you in advance or requesting your approval. The current Independent Adviser’s name and information is available upon request. The Independent Adviser will make and, from time to time, update or rebalance a recommended asset allocation for your Account based on several model strategies developed and maintained by the Independent Adviser, and personal and financial information that you provide through a web-based retirement planner (“Retirement Planning Portal”). However, the Independent Adviser will not provide advice about investment of your Account in any company stock investments made available under a retirement plan.  

If, within thirty (30) days after entering into this Agreement, you do not complete the Retirement Planning Portal account setup and provide us with required information, the Independent Adviser will implement the strategy alternative recommended under the Retirement Planning Portal which is based on your information made available to Future Capital from the Account records, or, if such information is insufficient to formulate the recommendation, you will be invested in a moderate strategy based upon your age. A portfolio description for the designated managed Account describing the investment objectives, risk and return characteristics, and fees and expenses is available within the Retirement Planning Portal.  

Future Capital will purchase and sell assets for your Account on a discretionary basis based on the personal and financial information you provide to us, and the Independent Advisor’s recommended asset allocation and fund selection as described above. Discretionary asset allocation means assets will be bought and sold for your Account without your approval of each trade. Future Capital will communicate to you the Independent Adviser’s recommended asset allocation and fund selection. Future Capital will communicate to the retirement plan platform provider or independent custodian, as applicable, the purchase and sell instructions regarding specific securities for each asset class based on the recommended asset allocation and fund selection.  

You understand and acknowledge that the IndependentAdviser may recommend, and Future Capital may communicate, investment advice to other clients that differs from the investment advice communicated to you. Your assets are held by an independent custodian and Future Capital will not accept possession of any assets in your Account. Your investment portfolio will be rebalanced to the target asset allocation at least once per quarter. 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.        Limited Power of Attorney. You appoint FutureCapital 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, without an obligation for Future Capital to first consult with or notify you. No cash, securities, or any property will be paid or delivered to Future Capital except the fees described in Section 6. This Limited Power of Attorney will continue until this Agreement is terminated as provided in Section 7 or Future Capital has actual receipt of notice of your death or judicially determined incompetence.  

3.        Third-Party Account Information. You permit us to link to your third-party financial accounts to the extent necessary to enable your access to or use of the Services. These linked accounts allow us to access relevant information about your holdings and balances (“Third-PartyAccount Information”). Third-Party Account Information may include personally identifiable information, which we process and handle in accordance with ourPrivacy Policy. It is your responsibility to ensure the truth, accuracy, and completeness of your Third-Party Account Information. You agree that FutureCapital will access your Third-Party Account Information as your agent and that Future Capital is not responsible for the Third-Party Account Information or your relationship with any third-party provider.  

4.        Your Responsibilities. Future Capital relies on the information you submit to us to provide you with our Services. You are responsible for: (i)providing true, accurate, and complete information; (ii) notifying us of any material change in your information or circumstance that might affect how your Account should be invested (whether financial circumstance, investment objective, risk tolerance, or otherwise); (iii) notifying us immediately if you know of or suspect any unauthorized use of your information; and (iv)determining the suitability of your investments and strategies.  

5.         Acknowledgments. You acknowledge that (i) the Services are not a substitute for seeking more specific or personalized advice regarding the investments and strategy appropriate for your risk tolerance, financial circumstances, and objectives, (ii) Future Capital and the Independent Adviser will rely on and take into account the personal and financial information that you provide without any obligations or duty for Future Capital or the Independent Advisor to investigate the accuracy or completeness of such information or take into account any information requested of, but not furnished by you; and (iii) withdrawing amounts from your Account may impair achievement of your investment objectives and that it is your responsibility to notify Future Capital of any withdrawals you make from yourAccount; and (iv) neither Future Capital nor the Independent Adviser has or will have any duty, obligation, or right to advise with respect to or inquire about any such withdrawals described under (iii), above.        


6.        Fee Authorization. For its Services under this Agreement, FutureCapital will charge you up to 0.3125% in quarterly fees based on the fair market value of the securities in your Account on the last business day of the quarter. With respect to the quarter in which you first enter into this Agreement, your fee will be prorated based on the date that your Account is first managed by Future Capital. You will receive a notice showing the amount of the fee assessed for each applicable period. You hereby authorize the retirement plan platform provider or independent custodian, as applicable, to deduct the fee (as calculated by Future Capital) from your Account for each period and remit the fee to Future Capital. You acknowledge that you may be required to pay, and your Account may be charged, other fees, such as brokerage and custodial fees, which are in addition to those charged under this Agreement. Future Capital is responsible for compensating the Independent Adviser. You are not required to pay any additional fees to the Independent Adviser.  

7.        Termination. You may terminate this Agreement at any time upon five(5) days’ advance notice to Future Capital by contacting Future Capital at1-866-738-5125 or at info@futurecapital.com. If you terminate this Agreement, you will not be entitled to a refund of any fees already paid. Upon notice to you, Future Capital may, at any time and for any reason, immediately suspend or terminate this Agreement and your rights to access or use the Retirement Planning Portal. Reasons for termination may include Future Capital’s belief that you have violated this Agreement or the Terms of Use or any inability of Future Capital to provide you with the Services. You agree that Future Capital 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 you or us under this Agreement or any liabilities or obligations incurred prior to termination, including your obligation to pay fees and expenses incurred before termination.  

8.        No Other Responsibilities. Neither Future Capital nor the Independent Adviser have any responsibility with respect to your Account other than the responsibilities expressly stated in this Agreement, and, in particular, have no responsibility with respect to the selection of the securities made available by a retirement plan sponsor for investment by your Account, or the voting of proxies for or determination on any other legal matter with respect to the securities in which your Account is or was invested.Securities in your Account will be held by the retirement plan trustee or custodian or, in the case of insurance contracts, the issuer of those contracts. The retirement plan platform provider or independent custodian, as applicable, will provide you with periodic statements that set forth the securities and cash positions in your Account and the transactions in your Account during the applicable period.  

9.        Acknowledgement of Costs and Risks. 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. FUTURE CAPITAL 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 AND THE RECOMMENDATIONS OF THE INDEPENDENT ADVISOR ARE NOT INSURED OR GUARANTEED BY THE UNITED STATES GOVERNMENT OR ANY AGENCY THEREOF, OR BY ANY STATE OR AGENCY THEREOF. YOU ACKNOWLEDGE THE INVESTMENT APPROACH, RISK FACTORS, AND FEES AND COSTS ASSOCIATED WITH THE INVESTMENT OF THE SECURITIES IN YOUR ACCOUNT AND THAT YOUR INVESTMENTS MAY DECLINE IN VALUE.  

10.      No Legal or Tax Advice; Legal Status. Future Capital does not provide legal, tax, or accounting advice. It is your responsibility to seek advice and review any planned financial transaction or arrangement that may have tax, accounting, or legal implications with your tax and legal advisors. Future Capital and the Independent Adviser each is an investment adviser registered with the SEC under the Advisers Act. To the extent a retirement plan is subject to ERISA or Section 4975 of the Internal Revenue Code, FutureCapital acknowledges that it is a fiduciary with respect to the appointment of the Independent Adviser under this Agreement, and the Independent Adviser acknowledges that it is a fiduciary with respect to the investment advice it provides under this Agreement. Recommendations will be implemented pursuant to advice provided by the Independent Adviser and not as a result of FutureCapital’s exercise of discretionary authority, control, or responsibility. You understand that the relationship between Future Capital and the IndependentAdviser is that of independent contractors. You and Future Capital both agree that the Independent Adviser is a third-party beneficiary of this Agreement, and that your and our agreements hereunder in respect of the IndependentAdviser are binding on and legally enforceable by the Independent Adviser against you.  

11.      Form ADV. You acknowledge receipt of FutureCapital’s Form ADV Part 2A (Firm Brochure) and Part 3 (Client RelationshipSummary) which are also located at https://www.futurecapital.com/legal. Upon execution of this Agreement, Future Capital’s ADV Part 2A and Part 3 will also be provided in electronic format through your Retirement Planning Portal account. You may request hard copies of these documents from us at any time.  

12.      Electronic Communication Consent; Electronic Signatures. To the greatest extent allowed by law, you consent to receive all communications and notices electronically via the email address you provide to FutureCapital. You may request a paper copy of any electronic communication by contacting us at 1-866-738-5125 or info@futurecapital.com. We reserve the right to charge a reasonable fee for producing and mailing a paper version. You may withdraw your consent to receive electronic communications at any time by contacting us at the phone number or email address listed above. You understand that your access to our services may be restricted or terminated if you withdraw your consent to receive electronic communications. 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 thisAgreement. 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 contact us to obtain a record of the documents that you electronically accept through https://futurecapital.com.    
       
13.      Notice.          
(a)      Notice to Client. All communications we send to the email address you register with Future Capital will be deemed as delivered and will constitute proper and effective notice. 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.  

(b)      Notice to Future Capital. Notice to Future Capital must be sent through a nationally recognized carrier via overnight delivery or first-class postage prepaid mail to: ProNvest, Inc. dba FutureCapital, Attn: Compliance, 1110 Market Street, Suite 402, Chattanooga, TN37402.  

14.      Governing Law. This Agreement will be deemed to have been made in the State of Tennessee and to the maximum extent allowed by applicable law and regulation, will be governed by the laws of the State of Tennessee, without reference to principles of conflicts or choice of laws.  

15.      Severability. If any part, term, or provision of this Agreement is held to be illegal, in conflict with any law or court decision, or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provisions held to be illegal or invalid.  

16.      No Waiver. No provision of this Agreement will be deemed waived, altered, modified, or amended unless agreed to in writing by FutureCapital.  

17.      Amendment. This Agreement sets forth the entire understanding of the parties hereto with respect to the services to be provided to you by FutureCapital. 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. Future Capital may amend this Agreement by providing you with thirty (30) days’ advance notice.  

18.      Assignment. We may not assign our rights and duties under this Agreement to any of our successors, subsidiaries, affiliates, or any other entity without obtaining your consent. You will be deemed to have consented to us assigning our rights and duties under this Agreement if after receiving adequate written electronic notice of a proposed assignment, you do not serve notice of objection to us. You may not assign the rights and obligations under this Agreement without first obtaining our prior written consent. Any purported assignment in violation of this Agreement will be void.  

BY ELECTRONICALLY ACCEPTING THIS ESRA SERVICE AGREEMENT, YOU REPRESENT THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT AND YOU CONSENT TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS HEREIN.