The undersigned (“Client”) has established an account with a broker-dealer identified in Exhibit II (the “Account”) and hereby agrees to engage Parrot Finance, Inc. (“Parrot”) on the following terms and conditions.
I. Appointment of Parrot.
Client appoints Parrot as investment adviser for a portion of the assets in the Account (the “Assets”). Client agrees to promptly notify Parrot in writing of any changes to the information contained on the Investment Policy Statement (Exhibit III) or other information pertinent to the Account and to provide Parrot with prior written notice of any changes in the identity of persons authorized to act on behalf of Client with respect to the Assets or the Account.
II. Services by Parrot.
By execution of this Agreement, Parrot accepts the appointment as investment adviser for the Assets and agrees, as of the effective date set forth in the signature page below, to provide the services indicated below: (a) Supervise and direct the investments of the portion of the Assets in accordance with the investment objectives of Client; (b) Appraise and review investments of the Assets; (c) Recommend and select third-party investment advisers in accordance with the investment objectives of Client; and (d) Monitor the investments of the Assets managed by other third-party investment advisers. It is understood and agreed that Parrot, in the maintenance of records for its own purposes, or in making such records or the information contained therein available to Client or any other person at the
direction of Client, does not assume responsibility for the accuracy of information furnished by Client or any other person.III. Scope of Advisory Services. Client acknowledges that Parrot is providing limited advisory services to Client and that Parrot’s services do not necessarily constitute a comprehensive financial plan for Client. Client acknowledges that Parrot is not a tax advisor and that Client is encouraged to consult with a financial advisor and / or a tax advisor to the extent Client wishes to receive a comprehensive financial plan. Client acknowledges that, from time to time, Client may choose to invest
Assets in products provided by Parrot that do not align with Client’s stated investment objectives. In such an instance, Parrot will notify Client of the discrepancy between Client’s stated investment
objectives and Parrot’s assessment of the risk profile of the product, and Client will acknowledge its acceptance of that discrepancy before Parrot will provide Client with the investment product.
IV. Authority.
Discretionary Investment Management Except as otherwise set forth in this Agreement, Client authorizes Parrot to investigate, purchase, and sell on behalf of Client, various securities and investments. Parrot
is authorized to execute purchases and sales of securities on Client’s behalf without consulting Client regarding each sale or purchase.V. Client Accounts.Client acknowledges that Client’s chosen broker dealer will serve as the custodian (the “Custodian”) for the execution of securities transactions and custodial services. The Custodian at the time this Agreement is executed is identified in Exhibit II. All funds/securities will be delivered between Client and the Custodian only. Client hereby authorizes Parrot to receive from the Custodian a copy of any agreement between Client and the Custodian in effect at any time with respect to the Account.
VI. Service to Other Clients.It is understood that Parrot may perform investment advisory services
for various clients and that the services provided by Parrot are offered / rendered on a non-exclusive basis. Client agrees that Parrot may give advice and take action in the performance of its duties with respect to any of its other clients which may differ with the advice given or action taken with respect to the Account. Nothing in this Agreement shall be deemed to confer upon Parrot any obligation to
acquire for the Account a position in any security which Parrot, its principals, or its employees may acquire for its or their own accounts or for the account of any other client, if in the sole and absolute discretion of Parrot it is not for any reason practical or desirable to acquire a position in such security for the Account.VII. Inside Information.Parrot shall have no obligation to seek to obtain any material nonpublic (“inside”) information about any issuer of securities and shall not purchase, sell, or recommend for the Account the securities of any issuer on the basis of any such information as may come into
its possession.
VIII. Liability.
Parrot shall not be liable to Client for any independent acts or omissions by third parties. A person who is not a party to this Agreement has no rights to enforce any term of this Agreement and
this Agreement shall not be deemed to create any third party beneficiary rights.
IX. Proxies.
Parrot will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of
the security.
X. Fees.
The compensation of Parrot for its services rendered hereunder shall be calculated in accordance with the Schedule of Fees attached hereto as Exhibit I. Client shall be given thirty (30) days’ prior written
notice of any proposed increase in fees. Any increase in fees shall be accompanied by an amendment or the execution of a new contract, with signatures from both parties evidencing acceptance of the new
fees.XI. Valuation.In computing the market value of any investment of the Assets, the securities listed on a national securities exchange or otherwise subject to current last-sale reporting shall be valued at the amount reported on the statement that Client receives from the Custodian. Such securities which are not traded nor subject to last-sale reporting shall be valued at the latest available bid price reflected by quotations furnished to Parrot by such sources as it may deem appropriate. Any other security
shall be valued in such manner as shall be determined in good faith by Parrot and Client to reflect its fair market value.
XII. Representations by Client.
The execution and delivery of this Agreement by Client shall constitute the representations by Client that the terms hereof do not violate any obligation by which Client is bound, whether arising by contract, operation of law or otherwise; that if Client is an entity other than a natural person (a) this Agreement has been duly authorized by appropriate action and is binding upon Client in accordance with its
terms and (b) Client will deliver to Parrot such evidence of such authority as Parrot may reasonably require, whether by way of a certified corporate resolution or otherwise; Parrot is responsible only
for the Assets and not for the diversification or prudent investment of any outside assets or holdings of Client. The following language of this section applies only if your Account is for a (a) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (b) tax-qualified retirement plan under section 401(a) of the Internal Revenue Code of 1986, as amended(the “Code”), and not covered by ERISA; or (c) an individual
retirement account under the Code.Client represents that Parrot has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client authority to retain Parrot. Client acknowledges that Client is a “named fiduciary” with respect to the control or
management of the assets in the Account. Client will furnish promptly to Parrot the governing plan documents, any amendment to the plan, and Client agrees that, if any amendment affects Parrot’s rights or obligations, then the amendment will be binding on Parrot only when agreed to by Parrot in writing. If the Account contains only a part of the assets of the plan, then Client understands that Parrot will have no responsibility for the diversification of all of the plan’s investments and that Parrot will have no duty, responsibility, or liability for Client assets that are not in the Account. If the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”) or other applicable law requires bonding with respect to the assets in the Account, then upon written request by Parrot, Client will obtain and maintain at Client
expense bonding that satisfies the requirements of Section 412 of ERISA and covers Parrot and affiliated persons of Parrot.
XIII. Representations by Parrot.
By execution of this Agreement, Parrot represents and confirms that it is registered as an investment adviser or exempt from registration pursuant to applicable laws and regulations.XIV. Amendment; Termination. This Agreement contains the entire agreement between the parties, may not be modified or amended except in writing as executed by both parties, and remains in force and effect unless terminated by either party as discussed herein. Client may terminate the Agreement within five (5) business days of signing the Agreement, without penalty or fee. Thereafter, this Agreement shall continue in effect until terminated by either party by giving to the other party 30 days’ written
notice.
XV. Notices.
All notices and other communications contemplated by this Agreement shall be deemed duly given if transmitted to Parrot at the address set forth on the cover page of this Agreement to the attention of its Chief Compliance Officer, and to Client at the address appearing below, or at such other address or addresses as shall be specified, in each case, in a written notice similarly given.
XVI. Governing Law.
The validity of this Agreement and the rights and liabilities of the parties hereunder shall be determined in accordance with the laws of the state of New York except to the extent preempted by ERISA or other federal or state laws or regulations.
XVII. Exhibits.
The following Exhibits are attached hereto and incorporated as part of this Agreement: Exhibit I - Schedule of Fees Exhibit II - Identification of Custodian
XVIII. Receipt.
Client acknowledges receipt of Parrot’s Privacy Policy Statement and Form ADV Part 2A, Part 2B, and Part 3. Client acknowledges receipt of IA’s Privacy Policy Statement, together with Parts 2A, 2B, and 3 of Form ADV; a disclosure statement containing the equivalent information; or a disclosure statement containing at least the information required by Part 2A Appendix 1 of Form ADV, if Client is entering into a wrap fee program sponsored by the investment adviser. If the appropriate disclosures statement was not delivered to Client at least 48 hours prior to Client entering into any written or oral advisory contract with this investment adviser, then Client has the right to terminate the contract without penalty within five (5) business days after entering into the contract. For the purposes of this provision, a contract is considered entered into when all parties to the contract have signed the contract, or, in the case of an oral contract, otherwise signified their acceptance, any other provisions of this contract notwithstanding.
XIX. Assignment.
No assignment of this Agreement may be made by any party to this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement shall inure to the benefit and be
binding upon the parties, and each of their respective successors and permitted assigns.XX. Confidential Relationship. All information and advice furnished by either party to the other shall be treated as confidential and shall not be disclosed to third parties except as required by law and as described in Parrot’s Privacy Policy Statement.
XXI. Death or Disability.
If Client is a natural person, then Client’s death, incapacity, disability, or incompetence will not terminate or change the terms of this Agreement. However, Client’s guardian, executor, attorney-in-fact, or
other authorized representative may terminate this Agreement by giving Parrot written notice in accordance with the termination provisions of this Agreement.
XXII. Title to Assets.
Except to the extent Client has notified, or in the future notifies, Parrot in writing, Client represents that assets in the Account belong to Client free and clear of any lien or encumbrances.
XXIII. Market Conditions.
Client acknowledges that Parrot’s past performance and advice regarding client accounts cannot guarantee future results. AS WITH ALL MARKET INVESTMENTS, CLIENT INVESTMENTS CAN
APPRECIATE OR DEPRECIATE. Parrot does not guarantee or warrant that services offered will result in profit. IN WITNESS THEREOF, the parties have executed this Agreement on the date
stated below.Parrot Finance, Inc. Chief Compliance OfficerExhibit I - Fee ScheduleThe following are the fees charged by Parrot for services provided. Lower fees for comparable services may be available from other sources. Parrot will not be compensated on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of the Assets.Portfolio → Quarterly Subscription Fee or Annual Subscription Fee Clients can choose to pay Parrot’s fees on a quarterly or a yearly basis (each a “Fee Cycle”). Fees are assessed per portfolio: if a client selects one Portfolio, that client will have the ability to select any other sub-portfolios within, and without incurring an additional fee. Fees are charged to a client’s credit card as provided by the client). For customers who choose the quarterly
subscription plan, fees are collected on a quarterly basis in advance. For customers who choose the annual subscription plan, fees are collected on an annual basis in advance.After signing up, a client may terminate this agreement through the Parrot app at any time. If a client notifies us of the client’s intent to
terminate the use of advisory services in the middle of a Fee Cycle, we will terminate the client’s use of said advisory services at the end of that Fee Cycle. Clients may request immediate termination of the
advisory service and a pro-rata refund of all fees paid but not yet accrued by emailing us at hello@parrotfinance.io Notwithstanding the foregoing, all clients have an absolute right to rescind this agreement and receive a full refund of all fees paid within five (5) business days
following the effective date of this agreement.