1. Description of Services.
(a) Independent Adviser. Future Capital will arrange for an unaffiliated investment adviser registered with the SEC under the Advisers Act (“Independent Adviser”) to provide investment advice with respect to the securities available for your Account. Future Capital may, at any time, change the Independent Adviser without advance notice to or approval by you. The Independent Adviser will make and periodically update the recommended asset allocation for your Account based on several model portfolio strategies developed and maintained by the Independent Adviser and the personal and financial information that you provide through the retirement planning tool (“Retirement Planning Tool”). Recommendations are based on a glide path approach which adjusts with your age. The Independent Adviser will not provide advice with respect to retirement plan assets invested in company stock, other individual securities, self-directed brokerage accounts, or other plan assets not invested in the designated mutual funds or similar collective fund vehicles offered by the plan. Current Independent Adviser information is provided in our Form ADV Part 2A.
(b) Discretionary Asset Allocation. In order to implement and maintain the model portfolio, Future Capital will place trades to purchase and sell securities for your Account on a discretionary basis based on (i) the personal and financial information you provide to us; (ii) your investment strategy; and (iii) the Independent Adviser’s recommended asset allocation and fund selection. The Independent Adviser does not have discretionary authority to place any order to purchase or sell securities in your Account. Your investment portfolio will be rebalanced to the target asset allocation at least once per quarter. “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 execute, through the retirement plan platform provider, the purchase and sell instructions regarding specific securities for each asset class based on the recommended asset allocation and fund selection.
(c) Investment Strategy. If, upon engaging Future Capital for the Services, you do not select an investment strategy, Future Capital will manage your Account in a moderate, age-based investment strategy. You may update your investment strategy at any time through the Retirement Planning Tool or by contacting us.
(d) Reasonable Restrictions. You may impose reasonable restrictions on the management of our Account, provided that Future Capital may choose not to provide you with the Services if we determine that a restriction you wish to impose is unreasonable or would prevent us from implementing the Independent Adviser’s model portfolio strategy. You understand that imposing a reasonable restriction on the management of our Account may result in Future Capital deviating from the Independent Adviser’s instructions regarding the securities transactions in your Account and could negatively impact or affect performance.
(e) Custody. 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. Future Capital will not accept possession of any assets in your Account. Future Capital may be deemed to have “constructive” custody of client assets where Future Capital possesses the client’s login credentials for the client’s account.
(f) Account Reviews. At least annually, Future Capital will contact you to review your Account and determine if there have been any changes in your information, investment objectives, or restrictions regarding your Account.
(g) Additional Resources. Future Capital will provide you with access to professional retirement planners and other investment and retirement planning resources, including our Retirement Planning Tool, account and market data, and optional support for your outside accounts.
2. Limited Power of Attorney. You appoint Future Capital 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 Future Capital, except fees as provided in Section 7. The authorizations set forth under this Section 2 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.
4. Acknowledgments. You acknowledge each of the following:
(a) Your Information. Future Capital and the Independent Adviser will rely on the personal and financial information that you provide without any obligations or duty for Future Capital or the Independent Adviser to investigate the accuracy or completeness of such information or consider any information requested of but not furnished by you. You are responsible for providing true, accurate, and complete information and 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).
(b) Disclaimers; Certain Risks. 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. You are responsible for determining the appropriateness of your investments and strategies. Neither Future Capital nor the Independent Adviser makes any representation or guarantee regarding the performance of your Account, including the profitability of your Account allocations or likelihood of achieving a particular outcome. 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 and may decline in value. Asset allocations and diversification do not eliminate risk of loss or guarantee successful performance.
(c) Withdrawals. Withdrawing amounts from your Account may impair achievement of your investment objectives and it is your responsibility to notify Future Capital of any withdrawals you make from your Account and 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.
(d) Reasonable Restrictions. You are responsible for notifying us if you wish to impose or modify a reasonable restriction on the management of your Account.
(e) Advice to Other Clients. The Independent Adviser may recommend, and Future Capital may communicate, investment advice to other clients that differs from the investment advice communicated to you.
(f) Updates to Disclosures. Future Capital will provide you with updated disclosures regarding our products and services from time to time and you agree that you will promptly review such notices.
(g) Account Security. You are responsible for maintaining the confidentiality of your username and password used to access your Future Capital account, monitoring your Future Capital account regularly for unauthorized access, and notifying us immediately if you know of or suspect any unauthorized use of your information, including your username or password.
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 email@example.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 Term and Cancellation. This Agreement will become effective when you subscribe to the Services by completing registration through the Future Capital online platform or otherwise accepting this Agreement. You subscription to the Services will automatically renew 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 firstname.lastname@example.org. This Agreement will terminate when you cancel your subscription, and you will not be entitled to a refund of any fees already paid. Future Capital, 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 flat monthly fee determined by the fair market value of the securities in your Account, calculated on the date of your initial subscription and each twelve-month anniversary thereafter. If your balance is $0.00 in any given quarter, you will be notified, and this Agreement may be terminated. Your fee information will be provided to you upon sign up and is available to you at any time in your online Future Capital dashboard. Future Capital may, without obtaining your signature, reduce your existing advisory fee. Our current fees are as follows:
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. All fees are charged in advance. You understand that your subscription will automatically renew each month. Unless we agree to an alternative payment method, such as payroll deduction authorized through your employer, all payments must be made via a current credit card on file with Future Capital. You hereby authorize Future Capital, upon monthly subscription renewal and without further notice to you, to collect the then-applicable fees using any credit card we have on record for you. If your payment is declined or otherwise not received by us, 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 Services, 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. 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 ARE NOT INSURED OR GUARANTEED BY THE UNITED STATES GOVERNMENT OR ANY AGENCY THEREOF, OR BY ANY STATE OR AGENCY THEREOF.
10. Legal Status; Relationship. 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, Future Capital 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. You understand that the relationship between Future Capital and the Independent Adviser 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 Independent Adviser are binding on and legally enforceable by the Independent Adviser against you.
11. Receipt of Form ADV and Initial Privacy Notice. You acknowledge receipt of each of the following: (a) ProNvest dba Future Capital’s Form ADV Part 2A, Form ADV Part 3, and Privacy Notice; and (b) the Independent Adviser’s Form ADV Part 2A which is also available at www.adviserinfo.sec.gov. When you register for an online account with Future Capital, a copy of each of the aforementioned documents will be placed in your online documents folder. You may contact us to obtain an additional electronic copy of any disclosure document or to request a hard copy be sent to you at no charge.
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.
(a) Notice to Client. All communications we send to your email address registered with us 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. If you do not provide us with an email address, notice will be provided to your mailing address on file with Future Capital through a nationally recognized carrier via overnight delivery or first-class postage prepaid mail.
(b) Notice to Future Capital. 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.
14. 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 us. 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. 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. 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 contact us to obtain a record of the documents that you electronically accepted.
15. 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. 16. No Waiver. No provision of this Agreement will be deemed waived, altered, modified, or amended unless agreed to in writing by Future Capital.
17. Entire Agreement; Amendment. This Agreement sets forth the entire understanding of the parties hereto with respect to the services to be provided to you by Future Capital. 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 SIGNING OR ELECTRONICALLY ACCEPTING THIS SERVICE AGREEMENT (WHETHER THROUGH ELECTRONIC SIGNATURE, CLICKWRAP, BROWSEWRAP, OR OTHERWISE), YOU REPRESENT THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT, THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND YOU CONSENT TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU SHOULD RETAIN A COPY OF THIS AGREEMENT FOR FUTURE REFERENCE.