Wealth Management AgreementThis investment advisory and client services agreement (“Agreement”) is between Lifeworks Advisors, LLC (“Advisor”) and each person named as a client on the application.
Each client is referred to herein as “Client” or “you.” This Agreement is effective only when Advisor accepts and approves it. You represent that you have the full legal power and authority to enter into this Agreement. If this Agreement is established by Client's authorized representative, the Client's authorized representative certifies that he or she is legally empowered to enter into or perform this Agreement. Your death, disability or incompetence will not terminate the terms of this Agreement. Your executor, guardian, attorney-in-fact or other authorized representative may terminate this Agreement by giving Advisor proper notice.
YOU MUST READ AND CONSIDER THIS AGREEMENT CAREFULLY AND CONTACT ADVISOR TO ASK ANY QUESTIONS YOU MAY HAVE BEFORE ENTERING INTO THIS AGREEMENT. [CLICKING THAT YOU ACCEPT] HAS THE SAME LEGAL EFFECT AS SIGNING A PAPER VERSION OF THIS AGREEMENT.
The terms and conditions of this Agreement are as follows:
In order to obtain investment advisory services from Advisor, you must complete via the “Website” a client profile.
Advisor, pursuant to our separate Financial Planning Services Agreement, will develop a plan that identifies your financial and other goals. After identifying your goals, Advisor utilizes a risk-based approach in order to build out asset allocation strategies and investment portfolios for you. Once a risk model and asset allocation for you has been developed, Advisor selects investments, positions, and strategies, and will utilize one or more portfolios (the “Portfolios”) for your account (the “Account”), which may be developed by Advisor, third parties or affiliates, and are designed to allocate assets among stocks, mutual funds, exchange-traded funds (“ETFs”) and other securities. Advisor will manage the Portfolio on a discretionary basis. In addition, the Advisor may allocate portions of your Account to third-party managers (“Third Party SMAs”).
You understand and acknowledge that Advisor is relying upon the information provided in the planning process and your recommendations and cannot be held responsible for any recommendations based on inaccurate information. If a material change occurs to your goals, financial circumstances, or investment objectives, or you wish to impose or modify reasonable restrictions on the management of your Account, you must promptly notify us. An Advisor representative will be available to respond to your questions.
2. Scope of Services
Advisor will manage your account and make all investment decisions. Advisor will select the securities for your Account and rebalance the Account in its discretion. You understand and acknowledge that you will have no investment discretion over the Account and you will not be able to trade directly in the account.
In providing its services, Advisor or any of its affiliates may, subject to applicable laws and regulations, engage unaffiliated vendors or other contractors to aid it in fulfilling its duties under this Agreement or to provide ancillary enhancements or features of the services contemplated herein. Additionally, in performing its obligations under this Agreement, Advisor may, at its own discretion, delegate any or all of its discretionary investment, advisory, and other rights, powers, and functions hereunder to any of its affiliates or to any third parties, without your written consent, provided that Advisor shall always remain liable to you for its obligations hereunder.
Client Authority The Client agrees to deliver to the Advisor all account forms and corporate resolutions or similar documentation evidencing the undersigned’s authority to execute and deliver this Agreement. The Client also agrees to deliver such documents and other documents, including the written statement of the Client investment objectives, policies, and restrictions, as the Advisor shall reasonably require. The Client further agrees to promptly deliver all amendments or supplements to the foregoing documents to ensure that the Advisor has current and accurate information regarding the Client’s financial condition, needs, and investment objectives. The Client agrees that the Advisor will not be liable for any losses, costs, or claims suffered or arising out of the Client’s failure to provide the Advisor with any documents required to be furnished hereunder. The Client warrants and represents that it owns all property deposited in the Account[s] and that no restrictions on disposition exist as to any such property.
Power of Attorney To enable the Advisor to exercise fully its discretion and authority to manage the Account as provided herein, you hereby (a) constitute and appoint Advisor as your agent and attorney-in-fact with full power and authority, to act on your behalf to buy, sell and otherwise deal in securities any related contracts or ancillary undertakings required to fulfill its duties hereunder, and (b) grant to Advisor, as my agent and attorney-in-fact, full power and authority to do and perform every act necessary and proper to be done in the exercise of the foregoing powers to the same extent as I could lawfully exercise such power and authority, if acting for myself directly. This power of attorney is coupled with an interest and shall terminate only on termination of this Agreement or on receipt by Advisor of written notice of the death or incapacity of Client.
Proxies and Class Action Matters Unless specifically directed otherwise in writing by the Client, the Advisor is not responsible for voting proxies for securities held in the Account. In addition, the Advisor will not be responsible for class action litigation monitoring and securities claim filing services with respect to securities held in the Account. Should the Advisor receive information relating to proxies, class action litigation or claims filings relating to a security held in the Account, the Advisor will promptly forward such information to the Client, but will not take any further action with respect to such matters.
Investment Restrictions If you elect to impose investment restrictions on the management of your Account, you understand that this may result in delays in the management of your Account and that you may be notified that your Account cannot be managed with those investment restrictions.
Fractional Shares The shares purchased or sold on your behalf and/or held in your Account may be either whole shares or fractional shares, depending upon the cost of the shares and the dollar amount you contribute to or deposit in your Account. To the extent that fractional shares of any security are traded on behalf of Clients, this is done by allocating any excess fractional shares to the custodian’s fractional facilitation account and having the custodian in turn accumulate fractional shares and manage their fractional facilitation account through trades in whole share quantities in accordance with their own policies as they pertain to management of such accounts and positions. You understand and agree that fractional shares are typically unmarketable and illiquid if held outside of your Account and, as a result, fractional shares generally may not be transferable to another brokerage account. In the event of a liquidation or transfer of the assets in your Account to another account, you hereby authorize Advisor to instruct the custodian to sell fractional shares as necessary and transfer the cash to any subsequent custodian. You also understand and acknowledge that dividends received in connection with assets in your Account will be allocated pro-rata based on the fractional shares you hold and that you will not receive a dividend if the pro-rata amount of such dividend is less than $0.01.
3. Expenses and Other Fees and Expenses
You will be charged a single wrap fee for our services (“Advisory Fee”), which shall be the sole asset-based fee that Clients pay for our services described in this Agreement. Please note the extent you are a financial planning client of the Advisor, such financial planning fees as described in the Financial Planning Services Agreement are charged separately pursuant to such agreement, may be deducted from your Account, and are in addition to any Advisory Fee. The Advisory Fee includes securities transaction fees for certain mutual funds, custodial costs, administrative fees, fees for options contracts, fees for alternatives, and other brokerage/custodial fees and expenses (herein “Covered Costs”) as part of the overall Advisory Fee; however, our Advisory Fee will not cover the trading costs related to certain Third Party SMAs. You acknowledge that the Advisory Fee may exceed the aggregate costs of purchasing separately the products and individual services that comprise the advisory services and the brokerage services offered for your Account.
Our annual Advisory Fee is based upon an annualized percentage of the market value of the assets held in your Account as set forth on the signature page. The Advisory Fee shall be paid monthly, in advance, based upon the market value of the Account as of the last business day of the prior month. The Advisory Fee for the initial month shall be calculated on a pro rata basis commencing on the day the assets are initially designated to us for management under this Agreement. In the event you terminate the advisory relationship, the fee for the final billing period is prorated through the effective date of the termination and the unearned portion of the fee is rebated to you. Advisor reserves the right to discount or waive any fees associated an Account at its sole discretion.
The Advisory Fee may be paid by Client by (i) ACH payment, (ii) credit card, or (iii) being deducted from your Account, each of which must be paid on a monthly basis within thirty (30) days of the invoice. You can make a selection of the method of fee payment on the signature page.
You agree and acknowledge that you are responsible for paying any and all fees, including, without limitation, the Advisory Fee. You acknowledge that it is your responsibility to verify the accuracy of the calculation of the Advisory Fee and that the custodian will not determine whether the Advisory Fee is accurate or properly calculated. If Advisor retains a Third Party SMA, Advisor will be responsible for any advisory fees associated with retaining such Third-Party SMA and its related services. To the extent that the Third-Party SMA incurs any brokerage charges, including mark ups or mark downs, such charges may not be included in the Advisory Fee, and Client will be responsible for such fees and expenses.
The Advisory Fee does not cover the internal expense ratios (or similar type fees) applicable to mutual funds, ETFs and other pooled real estate securities held in your account from time to time. These funds charge their own internal advisory, brokerage, sales charges and other fees and/or expenses. These internal fees and expenses are deducted from the fund’s net asset value and are borne by the fund’s shareholders or equity investors, which would include your account under the Program.
The Advisor will pay a portion of the Advisory Fee it receives for brokerage, administrative and custodial services to the custodian. In exchange, and except as set forth below, you will not be responsible for any custodial fees, brokerage commissions, transaction fees, and other related brokerage costs and expenses with respect to your Account.
Below is a list of ancillary fees you may incur that are not included in the Advisory Fee and other fees and costs listed above. These fees would be incurred based on your request, beyond our control. Should you incur any of these fees, you will be responsible for their payment. Such ancillary fees includes, but is not necessarily needed to those related to: Bank Transfer (ACH)/Wire Incoming, Bank Transfer (ACH)/Wire Outgoing, Returned ACH (insufficient funds), ACH Notice of Correction (NOC) Fee, Paper Checks, Electronic Statement & Electronic Trade Confirms, Paper Confirms, Paper Account and Tax Statements, Enchantment Processing and Credit Card Transaction Fees. With the exception of the Credit Card Transaction Fees, all such ancillary fees are paid to the custodian. The Credit Card Transaction Fee is retained by the Advisor.
4. Custody and Brokerage Transactions
Clients are required to use the brokerage services of the custodian selected by the Advisor. Not all investment adviser firms require the use of a particular broker/dealer. However, we have made the decision to provide all asset management services through one brokerage, custodial platform. Please understand you are not required or obligated to utilize our services and therefore you are not required or obligated to open an account with us. However, if you do not want to use our selected custodians we will be unable to provide our wealth management services. The asset in the Accounts hall be valued by the custodian and such custodian shall also execute all trades. The Advisor shall not be liable to the Client for any act, conduct, or omission by the selected custodian acting as broker-dealer or custodian.
5. Confirmation of Trades
The Client and Advisor will direct that confirmations of any transactions effected for the Account will be sent, in conformity with applicable law, to the Client with a copy to the Advisor.
The Client recognizes that investment recommendations made by the Advisor are opinions only. All investments have a potential risk of loss that Clients must understand and be willing to bear before implementing any recommendations from the Advisor. It is further understood that neither the Advisor nor any of its employees are qualified to render legal services or prepare legal documents.
The Client understands and agrees that neither Advisor nor any of its affiliates has made, and is not making, any warranty or guarantee as to the performance or profitability of your account(s) or any part thereof, nor any guarantee that the investment objectives, expectations or targets will be achieved, including without limitation any risk control, risk management, or return objectives, expectations, or targets. Neither Advisor nor any of its affiliates guarantees a specific level of performance, the success of any given investment decision or strategy that Advisor may recommend or undertake, or the success of the overall management of the Account. Investment recommendations or decisions are subject to various market, currency, economic, and business risk—as well as the risk that those investment decisions will not always be profitable or prove to have been wise. The Account may suffer loss of principal, and income, if any, may fluctuate. (See Advisor’s ADV Part 2A for further detail and risk factors.)
To the fullest extent allowed by applicable law, you agree that Advisor and its affiliates, officers, directors, employees, representatives, successors, assigns, and authorized agents (collectively, the “Indemnified Persons”) shall not be liable under this Agreement for their actions or omissions absent their gross negligence, willful misconduct, or violation of applicable law. Except where prohibited by applicable law, Advisor and its Indemnified Persons shall not be liable for damages (including losses, lost opportunities, and lost profits) relating to differences between projected or potential performance and actual results.
Without limiting any other indemnity provision of this Agreement, you shall, to the fullest extent allowed by applicable law, indemnify and hold harmless Advisor and its Indemnified Persons from any loss, damage, or liability arising out of or relating to: (i) any transaction in which Advisor or any of its Indemnified Persons acts directly or indirectly as your investment adviser, absent any willful or grossly negligent conduct by Advisor or such Indemnified Persons; (ii) your failure to provide true, accurate, complete, and current information or to update your information; (iii) decisions and/or actions that you take or authorize third parties (including, but not limited to the custodian) to take on your behalf or that you fail to take; or (iv) any direction or communication you provide with respect to this Agreement or your Account (including deposits, withdrawals, or transfers of assets to or from such account).
Without limiting the generality of the foregoing, except where prohibited by applicable law, Advisor and its Indemnified Persons will not be liable for any indirect, special, incidental or consequential damages or other losses (regardless of whether such damages or other losses were reasonably foreseeable).
The Federal and State securities laws impose liability under certain circumstances on persons who act in good faith. Therefore, this agreement does not constitute a waiver of any Client’s legal rights under common law or Federal and State securities laws.
Subject to applicable law, neither Advisor nor its Indemnified Persons shall be liable for the acts or omissions of their vendors, contractors, or other third parties, including, but not limited to, any ACH operator or the custodian. If the Advisor is responsible for managing only a portion of the Client’s total assets, the Advisor shall not be responsible for the management of any of assets not in the Account or the diversification of all of the Client’s assets.
To the fullest extent permitted by applicable law, all disputes and claims between you and Advisor and its Indemnified Persons will be resolved through binding individual arbitration unless you opt out of this Arbitration Agreement using the process explained below. The scope of this Arbitration Agreement will be construed as broadly as possible, and applies to all disputes and claims between you and one or more of Advisor and its Indemnified Persons regardless of when the claim accrues or when it is brought. All issues are for the arbitrator to decide, except that issues relating to the validity, enforceability, and scope of this Arbitration Agreement, including the interpretation of the section of this Agreement entitled “Waiver of Right to Bring Class Action and Representative Claims” below, will be determined by a court and not the arbitrator.
Right to Opt Out of This Arbitration Agreement You are not required to accept arbitration even though you must sign this Agreement to be a Client of the Advisor. You may opt out of this Arbitration Agreement within the first 60 days after you enter into this Agreement by sending Advisor an e-mail at email@example.com in connection that contains your printed name and the words “Reject Arbitration.” If you opt out of this Arbitration Agreement, any prior arbitration agreement shall remain in force and effect.
How Arbitration Works Either party may initiate arbitration, which shall be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In the event the AAA is unavailable or unwilling to hear the dispute, the parties shall agree to, or the court shall select, another arbitration provider. Any arbitration hearing shall take place in Grand Rapids, Michigan, unless you and Advisor otherwise mutually agree to a different venue.
Waiver of Right to Bring Class Action and Representative Claims All arbitrations shall proceed on an individual basis. The arbitrator is empowered to resolve the dispute with the same remedies available in court, including compensatory, statutory, and punitive damages; attorneys’ fees; and declaratory, injunctive, and equitable relief. However, any relief must be individualized to you and shall not affect any other client. The arbitrator is also empowered to resolve the dispute with the same defenses available in court, including but not limited to statutes of limitation. You and Advisor also agree that each may bring claims against the other in arbitration only in your or their respective individual capacities and in so doing you and Advisor HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY, TO ASSERT OR PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS ACTION ARBITRATION, TO ASSERT OR PARTICIPATE IN A PRIVATE ATTORNEY GENERAL LAWSUIT OR PRIVATE ATTORNEY GENERAL ARBITRATION, AND TO ASSERT OR PARTICIPATE IN ANY JOINT OR CONSOLIDATED LAWSUIT OR JOINT OR CONSOLIDATED ARBITRATION OF ANY KIND. If a court decides that applicable law precludes enforcement of any of this section’s limitations as to a particular cause of action, then that cause of action (and only that cause of action) must remain in court and be severed from any arbitration. Advisor and its Indemnified Persons do not consent to, and the arbitrator shall not have authority to conduct, any class action arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims, under any circumstance.
8. Joint Accounts
If there is more than one Account holder, each Account holder agrees to be jointly and severally liable for all obligations arising under this Agreement or otherwise relating to the Account, including responsibility for information provided through the Website or by using any User ID and Password associated with the Account. Each Account holder has full authority, acting individually and without notice to any other Account holder, to deal with Advisory as fully and completely as if such Account holder were the sole Account holder. Advisor is not responsible for determining the purpose or proprietary of any instruction received from any Account holder as against any other Account holder. Each Account holder agrees that, on the death or disability of an Account holder, divorce of married Account holders, or other event that causes a change in ownership or capacity with respect to the Account, the remaining Account holder(s) will immediately give Advisor official written notice of such change of ownership or capacity.
9. Non-Exclusive Advisory Services
It is understood that the Advisor performs investment advisory services for various clients. The Client agrees that the Advisor may give advice and take action with respect to any of its other clients which may differ from the advice given, or the timing or nature of action taken, with respect to the Account. Nothing in this Agreement shall limit or restrict Advisor or any of its directors, officers, affiliates or employees from buying, selling, or trading in any securities or other assets for its or their own account or accounts, and the Client acknowledges that the Advisor, its directors, officers, affiliates and employees, and other clients of the Advisor, may at any time acquire, increase, decrease or dispose of portions of investments which are at the same time being acquired, held or disposed of for the Account. The Advisor will not have any obligation to initiate the purchase or sale, or to recommend for purchase or sale, for the Account any security or other asset which the Advisor, its directors, officers, affiliates, or employees may purchase, hold or sell for its or their own accounts or for the accounts of any other clients of the Advisor.
10. Reliance of Information
The Client understands that the Advisor, in the performance of its obligations and duties under the Agreement, is entitled to rely upon the accuracy of information furnished by the Client or on its behalf, without further investigation.
11. Death or Disability
If the Client is a natural person, the death, disability or incompetence of the Client will not terminate or change the terms of this Agreement. However, the executor, guardian, attorney-in-fact or other authorized representative of the Client may terminate this Agreement by giving the Advisor proper written notice. In the event that the Advisor suspects elder abuse, financial exploitation, or diminished capacity, the Advisor may, in its sole discretion, and in compliance with applicable laws, cease taking direction or instruction from the Client until such time that the Client’s guardian, attorney-in-fact, or other authorized representative is contacted to address this concern or until the concern is resolved.
12. Termination and Cancellation
Neither the Client nor the Advisor may assign, convey, or otherwise transfer any of their rights, obligations, or interests under this Agreement without the prior consent of the other party. This Agreement may be terminated, at any time, by either party, by written notice to the other party or through the Website. Any prepaid but unearned wealth management fees will be returned to the Client, calculated on a daily prorated basis. Upon termination of the Agreement, Sections 3 (as to fees accruing prior to Termination), 6, 7, 13 and 16 shall survive.
13. Governing Law
To the extent federal law does not apply to this Agreement, it shall be construed in accordance with the laws of the State of Michigan without regard to choice of law considerations except for Item 7, which shall be governed by AAA Rules. Any action, suit or proceeding arising out of, under or in connection with this Agreement seeking an injunction or not otherwise submitted to arbitration pursuant to this Agreement shall be brought and determined in the State of Michigan and in no other forum. The parties hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such courts in any such suit, action or proceeding arising out of or relating to this Agreement.
The Client acknowledges receipt of the Advisor’s Form ADV 2A (“Disclosure Brochure”) and Form ADV 2B (“Brochure Supplement[s]”), which contain information regarding the Advisor’s services, fees, business practices, conflicts of interest and the background of its advisory representatives.
17. Website Features and Synced Accounts
Advisor provides financial account aggregation services via the Website (each, a “Synced Account”). Advisor will retrieve certain financial account information, such as your account balances and holdings, from financial institutions you designate using third-party services called Yodlee, Inc. (“Yodlee”). By using Yodlee to connect a linked checking account, credit card or to designate a checking account as one of Client’s Synced Accounts, Client acknowledges and agrees Advisor will collect data about cash outflows from that account. Use of the Synced Accounts services is completely voluntary and at Client’s option. Client understands and agrees that use of Synced Accounts is subject to Yodlee’s terms and conditions, which may impose important limitations on the circumstances and degree of Yodlee’s liability. Client understands and agrees that Advisor’s recommendations and other services will not be based on Synced Accounts (or any financial accounts other than the Accounts held with the Advisor).
Advisor is not responsible for and cannot guarantee the accuracy of information about Client that Advisor receives from the Synced Accounts. Advisor may not be able to foresee or anticipate technical or other difficulties that may result in failure to obtain data from your voluntary use of the Synced Accounts services. Client further understands that Advisor will typically not attempt to refresh the data from the Synced Accounts more than once a day, but may do so less often for a variety of reasons, including connectivity issues and access restrictions imposed by other parties. Except for Advisor’s malfeasance or gross negligence, Advisor assumes no responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, loss of user data, communications, or personalization settings. Client shall confirm the accuracy of Synced Account data through sources independent of Advisor.
18. Entire Agreement, Amendment and Severability
This Agreement contains the entire agreement and understanding between the Client and the Advisor with respect to the subject matter hereof and supersedes all prior written agreements and understandings with respect hereto. This Agreement may only be amended, revised or modified with our written consent. We may modify this Agreement by providing you an amended version of this Agreement. Such amendment will be deemed accepted and become effective 30 days after such notice unless you object in writing. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any and all other provisions hereof.
19. Client Acceptance
CLIENT HEREBY: (A) WARRANTS AND ACKNOWLEDGES THAT INVESTOR HAS CAREFULLY READ, AND UNDERSTANDS ALL OF THE PROVISIONS OF THIS AGREEMENT, (B) CONFIRMS THE TRUTH AND ACCURACY OF EACH ACKNOWLEDGEMENT, REPRESENTATION AND WARRANTY MADE BY THE CLIENT HEREIN, AND (C) AGREES, CONSENT TO, AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS HEREOF.