Managed Account Service Agreement

ProNvest dba Future Capital
Managed Account Subscription Agreement
for Employer Sponsored Retirement Accounts

Last updated: 08-29-22

Future Capital is a trade name of ProNvest, Inc. By entering into this Managed Account Subscription Agreement (“Agreement”), you, (the “Client,” “you,” “your”) subscribe to the web-based retirement planner for retirement account management and advisory services from ProNvest, Inc. dba Future Capital (“ProNvest,” “we,” “our,” “us”). 

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 (the “Advisers Act”). 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 7. This power of attorney will continue until this Agreement is terminated as provided below or we have actual receipt of notice of a Client’s death or judicially determined incompetence.  

3. Your Responsibilities. We rely 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 information pertaining to your financial circumstance, investment objective, risk tolerance, or otherwise); and (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 Services 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.  

4. Linked Accounts. To use the Services, you permit us to link to your third-party financial accounts. These linked accounts allow us to access relevant information regarding your holdings and balances (“Third-Party Account Information”). Third-Party Account Information may include personally identifiable information, which we process and handle in accordance with our Privacy Policy. It is your responsibility to ensure the truth, accuracy, and completeness of your Third-Party Account Information. We are not responsible for the Third-Party Account Information and your relationship with any third-party provider is governed by the agreement between you and the third-party provider.  

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 us. 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 or support@futurecapital.com. We reserve the right to charge a reasonable fee for producing and mailing the paper version. You may also 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 withdrawing your consent could result in your access to certain of our services being restricted or terminated.  

6. Subscription Renewal; Cancellation; 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 upon five (5) days’ advance notice to us by contacting us at 1-866-738-5125 or at support@futurecapital.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 we 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. We will charge you a monthly flat fee determined by the fair market value of the securities in your Account, calculated on the same day each month as date of our initial subscription. Your fee information will be provided to you upon sign-up and is available to you at any time in your account dashboard. Our current fees are as follows:  

Monthly fee                      Total Account assets                                          $20.00                                     Each $50,000 under management  
$9.00                            Any initial or remaining Account balance between $0.01-$49,999.99

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
$100,00.00 – $110,000.00         =   $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 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 us enabling credit card payment processing services through Stripe, you agree to provide us with accurate and complete information about yourself and you authorize us 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. No Legal or Tax Advice. We do 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.  

11. Form ADV.  Upon execution of this Agreement, ProNvest’s Form ADV Part 2A (Firm Brochure) and Part 3 (Client Relationship Summary) will be provided in electronic format through your account. You may request our Form ADV Part 2A or Part 3 in written form at any time.  

12. 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 Advisers Act, will be governed by the laws of the State of Tennessee, without reference to principles of conflicts or choice of laws.  

13. 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.  

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

15. 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.  

16. 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.

17. 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.  

18. Notice to ProNvest. Notice to us must be sent through a nationally recognized carrier via overnight delivery or first-class postage prepaid mail to: ProNvest, Inc. dba Future Capital, Attn: Compliance, 1110 Market Street, Suite 402, Chattanooga, TN 37402.  

BY ELECTRONICALLY SIGNING OR ACCEPTING THIS 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.