Last Updated : Friday, March 19, 2021
You (“Client”) and Unifimoney RIA, Inc, a Delaware corporation, wholly owned subsidiary of Unifimoney, Inc., and an SEC registered investment adviser (“Unifimoney RIA”), agree to enter into an investment advisory relationship (the “Agreement”) pursuant to which Unifimoney RIA shall exclusively manage the assets in specified Unifimoney RIA-managed account(s) that are established for you (the “Account” or “Accounts”) at DriveWealth or the current broker partner of Unifimoney RIA’s choice (collectively the “Broker Dealer”). This Agreement is effective as of the first day a brokerage account is opened in connection with this Agreement and is ready to receive trading instructions from Unifimoney RIA (the “Effective Date”). In consideration of the mutual covenants herein, Client and Unifimoney RIA agree as follows:
For clarity, as part of using the Unifimoney services, Clients may operate both (1) a robo advisor account (managed by Unifimoney RIA), and (2) a Client self-directed investing account. Unifimoney RIA acts as an advisor to Client only with respect to the robo advisor account. That robo advisor account is the subject of this agreement, and use of the defined term “Account” herein refers to the managed robo advisor account. Neither Unifimoney, Inc., Unifimoney RIA, nor the Broker-Dealer will manage or provide investment advice, for the self-directed investing account.
Client appoints Unifimoney RIA to exclusively manage the Account(s) established and owned by Client at the Broker Dealer, excluding any self-directed investment account, per above. Specifically, Unifimoney RIA shall manage the Account(s) in accordance with an investment plan recommended by Unifimoney RIA to Client from time to time based on profile information provided by Client (“Investment Profile”), and in accordance with certain additional investment options designated by Client (the “Plan”). Client authorizes Unifimoney RIA to supervise and direct the investment and reinvestment of assets in the Accounts, with full authority and discretion (without consultation with the Client), on the Client’s behalf and at the Client’s risk, and in accordance with the Client’s Plan, to purchase and sell securities, including but not limited to stocks, exchange traded funds (“ETFs”), mutual funds (including without limitation money market mutual funds as separate investments), and/or similarly traded instruments (collectively “Securities”), as well as to manage cash balances within the Client Accounts. Without in any way limiting the foregoing and for the avoidance of doubt, with respect to the Account, Client cannot issue individual trading instructions to Unifimoney RIA or to the Broker Dealer to purchase and/or sell specific Securities to be executed at particular times. Only Unifimoney RIA shall have authority to issue trading instructions to purchase and sell Securities in the Accounts that are consistent with the Plan and based on the discretionary authority granted to Unifimoney RIA by Client under this Agreement. Unifimoney RIA shall not have any duty or obligation to advise or take any action on behalf of Client in any legal proceedings, including bankruptcies or class actions, involving Securities held in or formerly held in the Account or the issuers of Securities.
Notwithstanding anything in this Agreement to the contrary, Unifimoney RIA shall have no authority hereunder to take or have possession of any assets in the Account or to direct delivery of any Securities or payment of any funds held in that Account to itself or to direct any disposition of such Securities or funds, except to Client, as directed by Client, pursuant to valid legal authority, or as provided in Section 8 (entitled “Payment of Fees”).
Due to the nature and functioning of the Unifmoney services, client funds intended for the purchase of, or from the sale of, securities can only be sourced from, or dispositioned to, the Client’s Unifmoney DDA account held by UMB Bank N.A.
2. Representations and Warranties.
(a) Client represents and warrants to Unifimoney RIA and agrees with Unifimoney RIA as follows:
x. Client agrees to use Unifimoney RIA solely for Client’s personal, non-commercial use, and not in connection with any competitive analysis (as determined by Unifimoney RIA).
(b) Client understands and agrees that (A) Unifimoney RIA does not guarantee the performance of the Accounts, is not responsible to Client for any investment losses, and the Accounts are not insured against loss of income or principal; (B) there are significant risks associated with investing in Securities, including, but not limited to, the risk that the Accounts could suffer substantial diminution in value, and this risk applies even when the Accounts are managed by an investment adviser; (C) the past performance of any benchmark, market index, ETF, or other Security does not indicate its future performance, and future transactions will be made in different Securities and different economic environments; (D) Unifimoney RIA will cause the Account to invest in Securities substantially in the proportions set forth by the Plan (subject to the profile information received from Client and to various other factors, including without limitation Client deposits or withdrawals, variations in the allocations due to movements in the prices of Securities over time, and revisions of the Plan by Unifimoney RIA from time-to-time consistent with Client’s profile information); (E) Unifimoney RIA will provide only the specific reviews and restrictions described in this Agreement and will not otherwise review or control such Accounts; and (F) there are significant risks associated with any investment program.
i. Client understands and agrees that Unifimoney RIA’ sole obligation hereunder or otherwise is to manage the Account in accordance with the Plan, and notwithstanding any duty or obligation Client Representative may have to an entity Client, Client has not engaged Unifimoney RIA to provide any individual financial planning services. Client understands and agrees that Unifimoney RIA is not responsible for any losses in an Account, as provided in Section 11, and Unifimoney RIA may at any time in its sole discretion determine that a Plan may require reallocation of Securities.
ii. Client understands and agrees that the Account will be managed solely by Unifimoney RIA based on the information Client has provided to Unifimoney RIA. Client further understands that if any of the information Client provides to Unifimoney RIA is or becomes incomplete or inaccurate, the Account’s activities may not achieve Client’s desired investment or tax strategy, the Account may purchase Securities from which Client is restricted from purchasing at that time or the Plan may be inappropriate for Client. An Account’s transactions may be executed at approximately the same time as other client accounts managed by Unifimoney RIA in accordance with other clients’ investment plan, and if the transactions are large in relation to the trading volume on that particular day, the price may be different than it would be for the execution of a smaller transaction. Client understands and agrees that Unifimoney RIA has sole discretion regarding the manner in which transaction orders are placed for the purchase and sale of Securities for the Client Account(s). Client further understands and agrees that prices of Securities purchased and sold for the Client Account(s) may be less favorable than the prices obtained for the same Securities in similar transactions by other client accounts managed by Unifimoney RIA and/or other non-related market participants.
iii. Client understands and agrees that an Account’s composition and performance may be different for a variety of reasons from those of any Plan recommendation to a Client. These differences can arise each time the Plan is adjusted or rebalanced, including, but not limited to, the following instances: (A) when the Account is established and the initial Securities positions are established; (B) when Client contributes additional capital to such Account; (C) when Client revises his/her Investment Profile and causes Unifimoney RIA to recommend a new Plan or revise the existing Plan; (D) each time the Advisory Fee (described in Section 5) is charged and paid from such Account; and (E) any time Unifimoney RIA adjusts its algorithm by which the composition of the Account is maintained as specified for the Plan. On any such adjustment, Unifimoney RIA may adjust the Plan in its discretion to approximate the composition specified in the Plan as closely as reasonably practicable based on the conditions at the time.
iv. Client understands and agrees that the prices of Securities purchased or sold for the Account may be less favorable than the prices in similar transactions for other Unifimoney RIA Clients for whom Unifimoney RIA has designated different Plans.
Client has appointed the Broker Dealer as its broker and custodian pursuant to a separate agreement. Unifimoney RIA shall not be liable to Client for any act, conduct or omission by the Broker Dealer and/or the clearing broker in its capacity as broker or custodian. At no time will Unifimoney RIA accept, maintain possession or have custodial responsibility for Client’s assets or securities. Client assets and securities will be delivered between Client and the Broker Dealer only.
5. Advisory Fee
(a) Unifimoney RIA specifies the annual fee rate it charges a Client (the “Advisory Fee”) and posts the Advisory Fee on the Site and the App. The Advisory Fee varies between 15 bps (0.15%) and 100 bps (1.00%) depending on the advisory package selected by the Client. Fees due shall be calculated by multiplying the Advisory Fee by the net market value of the Account as of the close of trading on the New York Stock Exchange (“NYSE”) (herein, “close of markets”) on such day, or as of the close of markets on the immediately preceding trading day for any day when the NYSE is closed, and then by dividing by 365 (except in any leap year, during which year the amount shall be divided by 366). Except as provided below, the fees due for each calendar month (consisting of the aggregate of the daily fee for each day in that calendar month) shall be due and payable in arrears no later than the tenth business day of the immediately following calendar month. Unifimoney RIA will promptly notify Client of any increase or decrease in the Advisory Fee. An increase in the Advisory Fee will be effective for the Account starting in the next month that begins at least 30 days after Unifimoney RIA sends or posts such notice. A reduction in the Advisory Fee will be effective for the Account starting in the next month following its reduction. Advisory Fees are payable on the Account only. (Self-directed investing accounts may however still be subject to other fees charged by Unifimoney RIA or Broker-Dealer.) If Client closes the Account, withdraws the entire balance of the Account, or otherwise terminates this Agreement on any date other than the last business day of the month (except under the circumstances covered by Section 5(b)), Client shall pay any outstanding aggregate daily fees for the period from the day immediately following the last day of the last calendar month for which Client has paid, through the effective date of such withdrawal or termination.
The assets in the Account will be valued by Broker Dealer.
7. Responsibility for Expenses
Unifimoney RIA charges Client the Advisory Fee as provided in Section 5 hereof. Clients may bear additional fees, however, such as fees embedded in the products (including without limitation ETFs or mutual funds) held in the Account. Furthermore, Broker Dealer may charge Clients additional fees or expenses for optional brokerage services or products.
8. Payment of Fees
Unifimoney RIA may, in its discretion, either (a) cause the Account to pay to Unifimoney RIA any amount owing to Unifimoney RIA or Broker Dealer under this Agreement or (b) bill Client for such amount, in which case Client shall pay such amount to Unifimoney RIA within ten (10) days of Client’s receipt of such bill. If Unifimoney RIA causes the Account to pay Unifimoney RIA or Broker Dealer directly, Unifimoney RIA will inform Broker Dealer of the amount of the Advisory Fee to be paid to Unifimoney RIA directly from the Account and notify Client, after the Advisory Fee has been charged, the amount of the Advisory Fee and the net market values of Client’s assets on which the Advisory Fee has been based. Notification to Client will be through Client’s user account on the Site or by email at the address(es) provided by Client to Unifimoney RIA.
9. Portfolio Transactions
10. Automatic Contributions
By enabling automatic cash allocation features, you expressly authorize Unifimoney RIA to periodically scan your linked deposit account(s) or the linked Broker Cash Account for excess cash (as determined by you in the App or Site). You hereby also authorize Unifimoney RIA to instruct Broker Dealer to withdraw funds from the designated account and deposit those funds into your Account or Cash Account in accordance with the standing instructions you provide in the App or Site. By enabling automatic contributions, you acknowledge that Unifimoney RIA relies on third-party linking data to provide the service, and you understand that neither Unifimoney RIA nor Broker Dealer guarantees the accuracy or completeness of such third-party data. You also understand that Broker Dealer relies on third-parties to effect banking transactions and cannot guarantee the speed or timing in which those third-parties conduct transactions related to automatic contributions or the Cash Account.
By enabling automatic contributions, you expressly agree to hold Unifimoney RIA, as well as its affiliates and Indemnified Persons (as defined below), harmless for any and all claimed losses, damages, liabilities and expenses that arise, either directly or indirectly, out of transactions initiated by Unifimoney RIA in connection with automatic contributions or the Cash Account, including, but not limited to, overdraft fees, tax liabilities, and transaction fees. Furthermore, you acknowledge that you must provide Unifimoney RIA a reasonable amount of time to act upon revocation of the authorization, in each instance, no less than one (1) full Federal Reserve System business day prior to a scheduled withdrawal.
11. Limitation of Liability and Indemnification
Unifimoney RIA has no authority to and will not vote proxies, consent to corporate actions, or exercise similar rights with respect to securities held in client Investment Accounts. Adviser similarly has no authority to and will not take any action or provide any advice with respect to legal actions, including but not limited to class action lawsuits, involving securities held in client Investment Accounts. Rather, clients retain this authority with respect to securities held in their Investment Accounts. (as outlined in Form ADV Part 2)
13. Termination; Withdrawals
This Agreement may be terminated by either party with or without cause by notice to the other party, which notice shall be provided by Client to Unifimoney RIA through the Site and by Unifimoney RIA to Client through the primary email address in Client’s Account Application as Client shall update from time to time. Client may withdraw all or part of the Account to the linked Unifimoney DDA account by notifying Unifimoney RIA at any time provided that all partial withdrawals comply with Unifimoney RIA’ required Account minimums as posted on the Site and updated from time to time, unless Unifimoney RIA otherwise consents in advance. Client’s withdrawal of all of the Account under this Agreement, or Client’s withdrawal that results in an Account balance below the minimum as provided in Section 2(b)(vi) hereof will terminate this Agreement. Upon termination of this Agreement, Sections 8 (only as to fees accruing prior to termination), 11, 16, and 18 through 24 shall survive such termination. Client understands and agrees that upon termination of this Agreement Unifimoney RIA may determine to liquidate immediately all holdings in the Plan and the Account, and subject to Section 11 hereof, Unifimoney RIA shall not be liable to Client to any consequences of such liquidation.
14. Account Statements
Client will receive account statements via electronic delivery from Broker Dealer, which are the official records of the Account. Unifimoney RIA may also provide information about the Account from time to time.
15. Independent Contractor
Unifimoney RIA is and will hereafter act as an independent contractor and not as an employee of Client, and nothing in this Agreement may be interpreted or construed to create any employment, partnership, joint venture or other relationship between Unifimoney RIA and Client.
Unifimoney RIA may not assign this Agreement without the prior consent of Client or the consent of any additional authorized signatories on behalf of Client, if such consent is required under the Investment Advisers Act of 1940, as amended. In the event of an assignment by Unifimoney RIA, Unifimoney RIA shall request any required consent(s) of Client within a specified reasonable time (which shall not be less than thirty (30) days). If Client does not respond to such request within the time specified, Unifimoney RIA shall inform Client that the proposed assignee will continue the advisory services of Unifimoney RIA for a specified reasonable time (which shall not be less than thirty (30) days), and if Client does not respond to such second notice from Unifimoney RIA, Client’s continued acceptance of investment management services from the proposed assignee shall constitute Client’s consent(s) to the assignment. This Agreement shall bind and inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
17. Delivery of Information
Client acknowledges electronic delivery of Unifimoney RIA’ brochure that would be required to be delivered under the Advisers Act (including the information in Part 2 of Unifimoney RIA’s Form ADV), which is available on the Site and the App and provided here by link:
On written request by Client, Unifimoney RIA agrees to annually deliver electronically, without charge, Unifimoney RIA’ brochure required by the Advisers Act.
18. Governing Law
This Agreement shall be governed exclusively by and construed and interpreted in accordance with the U.S. Federal Arbitration Act, federal arbitration law, and the laws of the State of California, excluding its provisions on conflicts or choice of laws. Except as otherwise expressly set forth in Section 19 of this Agreement below, any legal action or proceeding arising under this Agreement shall be brought exclusively in courts located in San Francisco, California or federal court for the Northern District of California, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
All notices and communications under this Agreement must be made through the Site or by email. Unifimoney RIA’s contact information for this purpose is email@example.com, and Client’s contact information for this purpose is contained in Client’s user account on the Site and the primary email address(es) in Client’s Account Application as Client shall update from time to time.
21. Severability and Amendment
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any and all other provisions hereof. Client acknowledges that Unifimoney RIA may amend this Agreement from time to time, which amendment(s) will become effective and applicable to Client when published on the Site or otherwise made available to Clients (except as provided in Section 5(a)) and shall govern the relationship between the Client and Unifimoney RIA during the entire term of this Agreement. Client acknowledges that Client will be responsible for checking the Site periodically for such amendment(s) to this Agreement.
22. Waiver or Modification
Unifimoney RIA’ waiver or modification of any condition or obligation hereunder shall not be construed as a waiver or modification of any other condition or obligation, nor shall Unifimoney RIA’ waiver or modification granted on one occasion be construed as applying to any other occasion.
23. Entire Agreement
24. No Third-Party Beneficiaries
Neither party intends for this Agreement to benefit any third party not expressly named in this Agreement.
25. Death, Disability, or Divorce
If a Client is an individual, the Client’s death, disability or incompetency will not automatically terminate or change the terms of this Agreement. However, the Client’s executor, guardian or attorney-in-fact may terminate this Agreement by giving written notice to Unifimoney RIA. In the event that Client is a joint Account, both Account holders agree that if the Account ever becomes the subject of a dispute between Account holders, and Unifimoney RIA becomes aware of the dispute, Unifimoney RIA may refuse to disburse or allow for the termination of this Agreement without the consent of both joint Account holders. Further, both Account holders agree that in the event that one Account holder provides instructions to Unifimoney RIA, even if the instructions are to terminate the Agreement and disburse all funds from the Account to one of the Account holders, Unifimoney RIA may do so without the permission of the other Account holder and will have no liability to either Account holder.