INVEST Client Agreement
This INVEST Client Agreement (this “Agreement”) is between MYRA Advisors, LLC (“Advisor”) and you (referred to as “Client,” “you” or “your”).
The Agreement will commence on the date that you consent to the terms of this Agreement by providing your electronic signature. You understand that attaching your e-signature is the legal equivalent of submitting a document signed by hand, and that clicking on the “Sign & Submit” button manifests your desire and intent to open an Account through MYRA Advisors LLC, all under the terms described in the INVEST Client Agreement.
Advisor may modify the terms of this Agreement, including Schedule A relating to fees, at any time. Advisor will post Agreement modifications to the INVEST Client Agreement site: https://MyraWealth.com/Agreement-INVEST, which will become effective upon posting. The Agreement will be amended without prior notice to or consent from you. You agree to check the INVEST Client Agreement page for new versions of the Agreement. You understand that by continuing to maintain an account after the effective date of an amended INVEST Client Agreement, you are accepting the terms of the revised INVEST Client Agreement and will be legally bound by all of its terms and conditions, including any new or changed terms or conditions.
- Appointment as Investment Manager. Client hereby retains Advisor and Advisor hereby agrees to provide investment management services (“Services”) with respect to certain assets of Client held in the account opened with a broker-dealer or other custodian (the “Account”), in accordance with the terms and conditions set forth below.
- Investment Advisory Services. Advisor will assist Client to identify Client’s current financial position, investment goals and objectives, and risk tolerance. Advisor will determine a target portfolio allocation between various asset classes that is designed to be consistent with the investment objectives communicated by Client to Advisor. Advisor will periodically review Client’s Account and implement changes that Advisor deems appropriate.
- Client Responsibilities. Client is responsible for informing the Advisor of any changes in Client’s financial circumstances, investment objectives, and any other information provided by Client to Advisor related to the Services under this Agreement. Client understands that Advisor’s investment advice and recommendations rely on the accuracy and completeness of information provided by Client. Client agrees to confirm and provide any updates on at least an annual basis with respect to Client’s investment needs, goals, and objectives. Client is responsible for notifying the Advisor of any transactions or holdings that appear to be in error or inconsistent with Client’s investment objectives. In providing Services under this Agreement, the Advisor will rely on financial and other information provided by Client without any duty or obligation to investigate the accuracy or completeness of the information. Where this Agreement relates to an Account for more than one person, this includes information and instructions provided by only one such person, and the Advisor shall have no duty or obligation to verify any such information or instructions with any other person with an interest in that Account.
- Investment Discretion. Advisor will provide Services on a discretionary basis. Discretionary investment management means that the Advisor will act as your agent and is not required to give advance notice or seek Client’s consent for any changes to the investments in the Account. Advisor is authorized to determine investments to be bought and sold, to place trades, and to communicate instructions to the Client's custodian. Advisor has authority to invest Client’s Account in securities of any kind as described in Advisor’s Form ADV Brochure, as may be amended from time to time, including but not limited to mutual funds, exchange traded funds, stocks, or bonds. In addition, the Advisor has the authority to hold cash in the Client's Account. Client may provide Advisor with written instructions to restrict the purchase of specific securities or types of securities from Client’s Portfolio. Advisor will monitor Client’s Account on an ongoing basis and will periodically perform reviews of Client’s Account. Advisor may change the target asset class allocations, and/or the specific assets held in the Account.
- Custody of Assets. Advisor does not hold or receive any of Client’s funds or securities, other than payment for Advisor’s Services. Client’s Account will be held in one or more accounts maintained by a qualified custodian selected by Advisor (“Custodian”), and Client will be solely responsible for paying all of Custodian’s fees. Client understands that Advisor shall not be responsible for any loss incurred by reason of any act or omission of Custodian or any other party, to the extent permitted by law.
- Voting Proxies. Because Client’s Account will be invested in exchange-traded funds (ETFs), proxy statements will typically be infrequent. For the convenience of Client, by default, Advisor receives proxies. Client hereby authorizes Custodian to forward proxy soliciting materials, annual reports, and other related issuer materials, normally sent to you, to your Advisor and to allow Advisor to vote Proxies on your behalf. Advisor is not required to vote any proxies or respond to any corporate actions or elective actions with respect to securities held in Client’s Account.
- Fees. The fees for Services under this Agreement shall be calculated and paid according to the terms set forth in the attached fee schedule (Schedule A).
- Valuation. In computing the market value of any investment contained in Client’s Portfolio, each security listed on any national securities exchange shall be valued at the last quoted sale price on the valuation date on the principal exchange on which such security is traded. Any other security or asset shall be valued in a manner determined in good faith by Advisor to reflect its fair market value.
- Block Trades. Advisor is authorized to execute aggregate transactions (“Block Trades”) for Client’s Account with transactions in the same or similar securities or instruments for other Clients. When the Advisor aggregates transactions, the actual prices applicable to the aggregated transactions will be averaged, and Client’s Portfolio will be deemed to have purchased or sold its proportionate share of the securities or instruments involved at the average price obtained. Advisor may implement transactions for the accounts of others under Advisor’s management that are identical to or similar to transactions effected in Client’s Account at the same time or at different times.
- Dividend & Interest: Client agrees to hold all dividends and interest at Custodian. Dividend and interest will be reinvested into the Client's Account. Checks for dividend and interest will not be mailed to Client.
- Account Statements. Client confirms to receive electronic monthly account statements from the Custodian. Advisor does not have any responsibility to disseminate account statements to Client. For the convenience of Client, Advisor may upload monthly account statements to Client’s MYRA Portal [https://App.MyraWealth.com]. Advisor encourages Client to notify Advisor promptly if Client does not receive monthly account statements for the Account. You should review all statements for accuracy.
- Trade Confirmations. Client confirms to receive electronic trade confirmations from the Custodian. Advisor does not have any responsibility to disseminate trade confirmations to Client(s). For the convenience of Client, Advisor may upload monthly account statements to Client’s MYRA Portal [https://App.MyraWealth.com]. Advisor encourages Client to notify Advisor promptly if Client does not receive trade confirmations for the Account. You should review all statements for accuracy.
- Consent to Electronic Communications. Client consents to electronic delivery of required disclosure documents and other communications by Advisor. Client also consents to receiving shareholder information electronically when available. Such consent will remain effective unless revoked by Client. Advisor will transmit information by email, in text, PDF, HTML, or other formats that can be readily viewed, printed, and saved. Client has provided Advisor with one or more valid email addresses that Advisor may use to communicate with Client. Client acknowledges that there may be costs associated with electronic delivery, such as the need for you to have computer equipment and charges for access to the internet or wifi. Clients may revoke its consent to receive communications electronically at any time by notifying the Advisor.
- Limited Liability. Advisor shall not be liable for any mistake in judgment or for any loss whatsoever except to the extent it is caused by a violation by Advisor of applicable law or an act of bad faith or gross negligence by Advisor concerning its duties under this Agreement. Furthermore, the Advisor, its officers, directors, employees and agents shall not be responsible for any loss, claim, cost or liability incurred by reason of any act or omission by any broker, dealer, custodian or another third party.
- Non-Waiver of Rights by Client. Federal securities laws impose certain obligations on persons acting in good faith, and as such, nothing in this Agreement shall result in any waiver of any or all of the rights that Client shall otherwise enjoy under the federal securities laws.
- Assignment. You may not assign this Agreement without our prior express written consent. We shall not assign this Agreement (within the meaning of assignment as defined in the Investment Advisers Act of 1940, as amended) without your consent; provided, however, that you will be deemed to have consented to an assignment if you do not object to such assignment within 30 calendar days after written notice to you of our intent to assign this Agreement.
- Termination. Client has the right to terminate this Agreement without penalty or fees within five (5) business days of the Effective Date. This Agreement may be terminated at any time upon written notice by either party, subject to the payment of any fees due as outlined in Schedule A.
- Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, except as otherwise required by applicable federal or state securities laws.
- Venue. Any and all disputes, claims or controversies arising out of this Agreement or otherwise between you and Advisor shall be determined by arbitration in accordance with the rules of the American Arbitration Association (“AAA”). The arbitration shall be final and binding, and judgment on the award may be entered in any court having jurisdiction. Client understands that by agreeing to arbitration, Client is waiving all rights to seek remedies in court, unless otherwise mandated by federal or state laws. This clause will not prohibit the parties from seeking provisional remedies in any court of competent jurisdiction. This paragraph shall survive the termination of this Agreement.
- Class Action Settlement Claims. Advisor will not file a class action settlement claim involving a security held in Client’s Portfolio on behalf of Client.
- Paragraph Headings. All paragraph headings in this Agreement are for convenience of reference only, do not form part of this Agreement, and shall not affect in any way the meaning or interpretation of this Agreement.
- Severability. If any provision herein is or should become inconsistent with any present or future law, rule or regulation of any governmental or regulatory body having jurisdiction over the subject matter of this Agreement, such provision shall be deemed to be rescinded or modified in accordance with any such law, rule or regulation. In all other respects, this Agreement shall continue and remain in full force and effect.
- Entirety of Agreement. This Agreement contains the entire understanding between Client and Advisor concerning the subject matter of this Agreement. To the extent that this Agreement is inconsistent with any other agreement governing Client's Account, the provisions of this Agreement shall govern.
- Notifications. All notifications required to be sent to the Advisor shall be sent to Legal@MyraWealth.com. All notifications required to be sent to Client will be sent to the email address for Client currently on record. Client is responsible for informing the Advisor of any changes in email address.
SCHEDULE A: FEES
For its Services under this Agreement, the Advisor receives a fee at an annual rate of 0.30% of the value of assets under management in Client’s Account, with a minimum fee of $1 per month. If a Client has less than $1 in the Account as of the last business day of the month, the fee will be the total balance in the Account on the last business day of the month.
Advisor’s fee is determined by taking the percentage rate shown above multiplied by the average daily balance of the Client's Account for the month. The average daily balance is calculated by adding the end of day balance for each business day in the month, and dividing the sum by the number of business days in the month. Fees are rounded up or down to 2 decimal places. So, $2.085 is rounded up to $2.09. However, $2.084 is rounded down to $2.08.
Example 1: Client A has an average daily balance of $10,000 for the month, then 10,000 x 0.30% / 12 = 2.50, so the billed fee is $2.50.
Example 2: Client B has an average daily balance of $2,500, then 2,500 x 0.30% / 12 = 0.625. Since 0.625 is less than 1, and the minimum fee is $1 per month, the billed fee is $1.
Example 3: Client C has an average daily balance of $0.97, then 0.97 x 0.30% / 12 = 0.0003. The minimum fee is $1 per month. However, the Account balance on the last business day of the month is less than $1, so billed fee = $0.97.
Because fees are calculated in arrears, no refunds will be issued upon termination. Client is responsible for payment of fees earned by Advisor prior to termination.
You hereby authorize Advisor to deduct your fees directly from your Account. This authorization is also provided in your brokerage account agreement with the Custodian. If there is insufficient cash in Client’s Account to pay Advisor’s fees, an equal balance of securities in Client’s Account may be sold to pay Advisor’s fee. If Client’s Account does not have a sufficient balance of securities to pay Advisor’s fee, Advisor may deduct your fees from another Account in Client’s name. As an example, if Advisor’s fee is $1 on Client’s Individual Brokerage account, but the Individual Brokerage account does not have a $1 cash (or security) balance available, then Advisor may deduct the $1 fees from Client’s Roth IRA Account (assuming the Roth IRA is managed by Advisor). If an Advisor is unable to deduct the fees from any of the Client's Account(s), fees are payable by bank transfer (ACH or wire transfer), credit card, or debit card of Client’s choice.
Client is responsible for payment of all other third-party fees (e.g., custodial fees, mutual fund fees, 12b-1 fees, transaction fees). Those fees are separate from Advisor’s fees.
Clients may be charged a fee of $0.60 per ACH transaction (both for a deposit into the Account or withdrawal from the Account). Neither Advisor nor any affiliate retains or receives a share of the ACH fee, which is retained solely by the ACH processor.