Qapital Terms & Conditions

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Apex Clearing

Form ADV Part 2A – Disclosure Brochure

 

Qapital Invest, LLC Advisory Agreement

This Advisory Agreement is entered into by Qapital, an investment adviser registered with the Securities and Exchange Commission, and Client. Client is contracting with Qapital to participate in Qapital’s investment management program. This Advisory Agreement is made and effective as of the date it is electronically signed by Client. The defined terms used in this Advisory Agreement are found in Section 2.

    1. Introduction. Client agrees to read this Advisory Agreement carefully and retain it for future reference.Client understands and agrees that the terms and conditions of this Advisory Agreement govern all aspects of Client’s relationship with Qapital, including all transactions between Qapital and Client and all products and services now or in the future offered through Qapital, beginning on the date Client begins participation in the Program. By entering into this Advisory Agreement, Client acknowledges receipt of Qapital’s privacy policy and Form ADV Part 2A (firm brochure) at the time this Advisory Agreement is made, and Client further acknowledges that both documents are available on the Website. Up-to-date information about the service contemplated by this Advisory Agreement will be provided via the Website. Client agrees to consult the Advisory Agreement information on the Website regularly.By submitting an Application, Client agrees to become a client of Qapital. If Client is unwilling to be bound by the terms and conditions of this Advisory Agreement, Client should not submit an Application to become a Client of Qapital and participate in the Program. Qapital reserves the right to decline any Application or to terminate any Account at any time and for any reason, in its sole discretion.Various features of the Program may be offered or processed through service providers, which may or may not be affiliated with Qapital. Unless otherwise noted, all authority granted to, and all limitations of liability of, Qapital shall include its agents and representatives and any service provider. Qapital and its agents or its affiliates acting on behalf of Qapital under this Advisory Agreement are authorized to perform the services contemplated by this Advisory Agreement.CLIENT WILL CAREFULLY READ, UNDERSTAND, AND ACCEPT THE TERMS AND CONDITIONS OF THIS ADVISORY AGREEMENT BEFORE CLICKING “SUBMIT APPLICATION” OR OTHER SIMILARLY WORDED BUTTON OR ENTERING ELECTRONIC SIGNATURE. IF CLIENT HAS ANY QUESTIONS ABOUT ANY OF THE PROVISIONS IN THIS ADVISORY AGREEMENT, CLIENT WILL ADDRESS THEM WITH QAPITAL BEFORE AGREEING TO IT. CLIENT UNDERSTANDS THAT CLICKING OR CHECKING “SUBMIT APPLICATION” OR TYPING CLIENT’S NAME IN THE ELECTRONIC SIGNATURE FIELD IS THE LEGAL EQUIVALENT OF MANUALLY SIGNING THIS ADVISORY AGREEMENT AND CLIENT WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. CLIENT UNDERSTANDS THAT THIS ADVISORY AGREEMENT MAY BE AMENDED FROM TIME TO TIME BY QAPITAL, WITH REVISED TERMS POSTED ON THE WEBSITE. CLIENT AGREES TO CHECK THE WEBSITE FOR UPDATES TO THIS ADVISORY AGREEMENT.

DEFINITIONS. The following terms set forth below have the following meanings as used in this Advisory Agreement:

Account​. The account(s) established (either at the time of, or subsequent to, the execution of this Advisory Agreement) in Client’s name alone, in Client’s name together with others, or in which Client has beneficial interest if any such account is an IRA, the assets belonging to which are managed through the Program.

Advisers Act​. The Investment Advisers Act of 1940, as amended.

Advisory Communications​. All communications to Client from Qapital which relate to the Account, the Program, or, more generally, Client’s relationship with Qapital.

Account Holder​. The natural person, corporation, partnership, trustee, custodian, or other entity in whose name the Account is opened. The singular of Account Holder where appropriate shall include the plural. For purposes of IRAs, Account Holder shall be the Custodian, as defined in the IRA Custodial Agreement, for the benefit of Client. For purposes of trusts, Account Holder shall not include the beneficiaries of the trusts.

Advisory Agreement​. This Advisory Agreement between Qapital and Client, as it may be amended from time to time.

Application​. The application Client prepares and submits within the “Sign Up” section of the Website for the purpose of becoming a client of Qapital, and as part of which Client consents to the terms and conditions of this Advisory Agreement. Application includes all information provided by Client to Qapital in connection with the opening or maintenance of the Account.

Business Day​. Monday through Friday, excluding U.S. stock exchange holidays.

Client​. The individual(s), corporation(s), or other entity or entities who are the Account Holder or who own a legal or beneficial interest in the Account if the Account is an IRA. For avoidance of doubt, the beneficiary of a trust is not a Client.

Client Representative​. If Client is an entity, the trustee, agent, representative, or nominee of that entity.

Custodian​. The qualified custodian selected by Client to maintain custody of Account assets.

Fee. ​The annualized advisory fee (which is subject to a minimum fee) charged by Qapital to Client.

Fiduciary​. A person or entity authorized to give instructions with respect to the Account on behalf of beneficial owners of the Account, including a custodian, a trustee, conservator, guardian, representative, administrator, executor, attorney-in-fact, or an investment adviser. A Fiduciary is bound by the provisions of this Advisory Agreement to the same extent as the beneficial owners of the Account. A Fiduciary may be an Account Holder if the Account is held in the name of the Fiduciary.

Interface​. The collection of tools, features, adjustments, inputs, and other controls within the Website that are provided to establish and manage the Account and access services provided through the Program.

Joint Account​. The account(s) with more than one Account Holder established (either at the time of, or subsequent to, the execution of this Advisory Agreement) to hold assets managed through the Program.

Linked Checking Account.​ The checking account linked to the Account as selected by Client.

Losses​. Any and all loss, liability, cost, judgment, arbitration award, settlement, tax, penalty, action, damage, charge, expense, or fee (including attorneys’ fees and costs of collection) of any nature whatsoever, and claims therefore.

Market Hours​. The open hours of the New York Stock Exchange, generally 9:30 AM to 4:00 PM Eastern Time on Business Days.

Password​. Any authentication device (including alphanumeric codes) associated with Client’s User ID that Qapital requires for access to the Account (or certain Account features) or services provided through the Program, Website, and/or Interface.

Plan​. The investment plan designed by Qapital for Client.

Products​. The investment products offered through the program, which include exchange traded funds.

Program​. The investment advisory services provided by Qapital, as described below in Section 9, as well as the brokerage and other services that Qapital shall arrange to provide for Client pursuant to the terms hereof.

Qapital​. Qapital Invest, LLC, a Delaware limited liability company and investment adviser registered with the Securities and Exchange Commission.

Related Parties​. Qapital’s affiliated entities and each of their respective members, partners, officers, directors, employees, counsel, representatives, consultants, agents, advisors, successors and assigns.

User ID​. The alphanumeric code that uniquely identifies Client for purposes of the Program.

Website​. World Wide Web sites and mobile applications operated by Qapital; including www.qapital.com through which the Program is administered and, among other things, the Account is established, accessed, and managed by the Client, and Account related information is made available. The Interface is part of the Website.

  1. Terms and Conditions. This Advisory Agreement sets forth the terms and conditions governing the Program and the relationship of Qapital and Client concerning certain Assets and transactions that are maintained, as described below, in the Account which is managed under the Program via the Website. The provisions in this Advisory Agreement are in addition to any other agreements Client has entered into with Qapital to establish advisory services and brokerage accounts.
  2. True and Accurate Information; Ownership. The information Client has provided on the Application is incorporated into this Advisory Agreement. Client attests that such information is current, accurate, truthful, and complete and agrees to promptly deliver all amendments or supplements to such information as required to ensure that such information is current, accurate, truthful, and complete. Unless otherwise required by this Advisory Agreement, Client agrees to promptly notify Qapital via the Interface of any change to the information, but in any event within thirty days of such change. Client agrees to indemnify and hold Qapital and its Related Parties harmless from and against any and all Losses arising out of or relating to Client’s failure to provide true and accurate information on the Application or to update such information as required. Client further represents that no one else has an interest in the Account except Client and any other person that Client has previously disclosed to Qapital through the Application, Interface, or otherwise in a manner specified by Qapital.
  3. Service Not Available Outside the United States or to Non- Resident Aliens.Qapital makes no representation or warranty regarding its compliance with local laws in foreign jurisdictions, or regarding the appropriateness of the Website’s content or its compliance with such local laws. The products and services provided under the Program by Qapital and the Website are not being offered to, and are generally not available to, anyone located outside the 50 U.S. states, including U.S. citizens residing or working abroad. Qapital does not offer the Program to non-resident aliens that require a Form W-8 for tax-withholding. Client understands that the Website is the only means of accessing the services provided through the Program, accessing the Account, and providing certain information and preferences regarding the Account. Client’s inability to access the Website in certain foreign countries could result in Client’s inability to access the services provided through the Program, the Account, or to providing certain information and preferences regarding the Account. Client agrees to indemnify and hold Qapital and its Related Parties harmless from and against any and all Losses arising out of, relating to, or incurred as a result of the unavailability of the Website from foreign countries.
  4. Method of Communication. Client agrees that the primary method of Qapital’s communication with Client will be by posting information on servers accessible from the Website and, to the extent required by law, sending Client a notice that directs Client to the Website from which the information can be read and printed. Client understands that Qapital reserves the right, however, to post Advisory Communications on the Website without providing notice to Client or send Advisory Communications to Client’s postal or electronic mail address of record. Client agrees to check the Interface regularly as Client may have no other means of knowing that information and Advisory Communications have been delivered to Client. Client agrees that all Advisory Communications provided to Client in any of the ways described above will be deemed to have been good and effective delivery to Client when sent or posted by Qapital, regardless of whether Client actually or timely receives or accesses the Advisory Communication.
  5. Joint Accounts. With respect to Joint Accounts, each Account Holder agrees to be jointly and severally liable for all obligations arising under this Advisory Agreement or otherwise relating to the Joint Account or participation in the Program, including responsibility for information provided through the Interface or using any User ID and Password associated with the Joint Account. Each Account Holder has full authority, acting individually and without notice to any other Account Holder, to deal with Qapital as fully and completely as if such Account Holder were the sole Account Holder. Each Account Holder authorizes Qapital to follow the instructions of any one Account Holder concerning any matter pertaining to the Joint Account. This includes delivery of property in the Joint Account to any third party or disbursement of any or all monies in the Joint Account. If each Account Holder is not an owner of the Linked Checking Account, the Account Holder(s) that own(s) the Linked Checking Account represents and warrants that each Account Holder has the legal authority to make deposits to and withdrawals from the Linked Checking Account to and from the Joint Account and shall hold Qapital harmless from and against any Losses arising out of or relating to any deposit to or withdrawal from the Linked Checking Account to and from the Joint Account by any Account Holder.Qapital is not responsible for determining the purpose or propriety of any instruction received from any Account Holder as against any other Account Holder, or of any disposition of payments or deliveries of securities or other property between or among Account Holders. At its sole discretion, Qapital reserves the right to require written instructions from one or all Account Holders. If Qapital receives instructions from any Account Holder that, in Qapital’s opinion, conflict with instructions received from any other Account Holder, Qapital may comply with any of these instructions or advise each Account Holder of the apparent conflict and take no action as to any of these instructions until it actually receives and has a reasonable amount of time to act on satisfactory instructions from any or all of the Account Holders. In the event of a dispute between or among Account Holders of which Qapital has notice, Qapital reserves the right, but is not obligated, to place restrictions on participation in the Program. For example, if an Account Holder requests a restriction be placed on access to funds in the Account because of a pending litigation or dispute between Account Holders, Qapital may prohibit all transfers of funds from the Joint Account, including canceling ACH withdrawal privileges, with such restrictions to remain in place until Qapital actually receives and has a reasonable amount of time to act on appropriate court documentation or a written, notarized instruction signed by all Account Holders. In such a case, all Account Holders remain liable for any pending ACH transactions that have not yet cleared at the time of the restriction. Qapital also may, at the expense of the Account Holders, commence or defend any action or proceeding for or in the nature of interpleader to have the dispute resolved judicially. If a suit or proceeding for or in the nature of interpleader is brought by or against it, Qapital may deliver the Joint Account into the registry of the court, at which time Qapital will be deemed to be and will be released and discharged from all further obligations and responsibilities under this Advisory Agreement.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 Joint Account, the remaining Account Holder(s) will immediately give Qapital official written notice of such change of ownership or capacity. Qapital will not be responsible for any transfers, payments or other transactions in the Account made at the direction of a former Account Holder or incapacitated Account Holder before Qapital actually received and had a reasonable amount of time to act on such official written notice. Following receipt of such official written notice, Qapital may require additional documents and reserves the right to retain such Assets in and/or restrict transactions in the Joint Account as it deems advisable in its sole discretion to protect itself against any Losses. Any former Account Holder and the estate of any deceased or incapacitated Account Holder will remain jointly and severally liable for any losses in the Joint Account arising out of or relating to transactions initiated before Qapital actually received and had a reasonable amount of time to act on such official written notice.Qapital will not notify other Account Holders of the actions taken by any one Account Holder. Each Account Holder agrees that notice provided to any one Account Holder will be deemed to be notice to all Account Holders for all purposes.Joint Accounts are made available at the sole discretion of Qapital. Joint Accounts are not available for IRA accounts.
  6. Fiduciary Accounts. Qapital does not review any action or inaction of a Fiduciary with respect to the Account and is not responsible for determining whether a Fiduciary’s action or inaction satisfies the standard of care applicable to such Fiduciary’s handling of the Account. Qapital is not responsible for determining the validity of a person or entity’s status or capacity to serve as a Fiduciary. At its sole discretion, Qapital may require additional documentation before permitting a Fiduciary on an existing Account or when opening a new Account. The Fiduciary agrees to indemnify and hold Qapital and its affiliates harmless from and against any Losses arising out of or relating to any act, error, or omission of the Fiduciary.A Fiduciary who is a custodian of a Uniform Transfers to Minors Act or Universal Gifts to Minors Act Account is responsible for all activity in the Account. Activity resulting from any instructions received from the minor, including placing or attempting to place orders, using or attempting to use such Fiduciary’s Password or taking delivery or attempting to take delivery of Assets of the Account, and all related services, will be deemed to be the actions of such Fiduciary. As the person responsible for the Account, such Fiduciary will be held liable for any consequences of such activity, including any Losses incurred by Qapital. Such Fiduciary agrees to indemnify and hold Qapital and its affiliates harmless from and against any Losses arising out of or relating to any act, error, or omission of the Fiduciary or minor.
  7. The Program; Scope of Services.By joining the Program, Client is engaging Qapital to provide discretionary investment advisory services with respect to the Account. Qapital will provide the services described herein on the terms and conditions described herein. Qapital hereby accepts such engagement.Qapital will design a Plan for Client via the Interface that is based on Qapital’s investment methodology regarding asset allocation strategies and certain information and preferences provided by Client. The Plan may be modified as Qapital adjusts its investment methodology and Client updates Client’s preferences via the Interface. Client understands and agrees that the Plan will be based solely on Client’s assets in the Account and the information and preferences provided by Client via the Interface in response to the requests Qapital makes via the Interface. Client understands and agrees that Qapital’s investment plan will not be based on assets that Client may have outside of the Account or Client’s preferences not communicated to Qapital via the Interface. Client understands and agrees that Qapital’s only obligation is to manage the Account in accordance with the Plan, and that Client has not engaged Qapital to provide any individual financial planning services beyond what is provided via the Interface.Client appoints Qapital to manage the Account on a discretionary basis and act as Client’s attorney-in-fact with limited power and authority for Client and on Client’s behalf to buy, sell, and otherwise effect investment transactions in the name of the Account in accordance with the Plan. Qapital shall manage the Account by issuing trading instructions to a broker selected by Qapital in its sole discretion to cause the Account to purchase and sell Products pursuant to the Plan. The Products and the proportions in which they are held in the Account may be rebalanced in Qapital’s discretion to conform to the information and preferences specified by Client in the Interface or in the event of any changes to the Plan, including but not limited to any changes in the Products selected by Qapital. Client understands and agrees that such transactions may affect the market value of the Account, and may also have tax consequences.Services of the Program shall not include in person, telephonic, or other written consultation to determine the Client’s financial situation and investment objectives.
  8. Brokerage. Qapital will have absolute authority and discretion to place brokerage orders for the Account with such brokers as Qapital will select in its sole discretion. Qapital will negotiate in good faith fees with brokerage firms when buying or selling securities for the Account and will attempt to effect trading costs that are advantageous for Client for the given set of circumstances at the time of the transaction. In selecting a broker or dealer, Qapital may consider, among other things, the broker’s or dealer’s execution capabilities, reputation and access to the markets for the securities being traded. Qapital may pay a broker commission in excess of that which another broker is willing to charge if Qapital determines in good faith that the amount of the commissions paid is reasonable in relation to the value of the brokerage and research services provided by such broker.
  9. Custody. Physical custody of the Account assets, including cash and its equivalents, will be maintained by a qualified custodian selected by Client. Client’s relationship with the Custodian will be governed by a separate custody/brokerage account agreement between Client and the Custodian, which Custodian will be solely responsible for settlement of all transactions, receipt and disbursement of funds and other acts necessary for the proper custody of Account assets. Neither Qapital nor any of its Related Parties shall be liable to Client for any act, conduct or omission by the Custodian in its capacity as broker or custodian. Neither Qapital nor any of its Related Parties shall be responsible for ensuring the Custodian’s compliance with the terms of the brokerage account or payment of brokerage or the Custodian charges and fees. Client shall be responsible for brokerage expenses that are billed directly by the Custodian. Qapital may rely completely on reports from the Custodian as to all matters for which the Custodian is responsible.The Custodian will provide Client, at least quarterly, a list of all assets held in the Account, asset values, and all transactions affecting the Account assets, including any additions or withdrawals. In addition, Qapital may provide Client with reports with respect to the Account, such as performance analysis. Client is urged to compare the statements it receives from the Custodian with the reports it receives from Qapital.
  10. Order Handling. Qapital may, but is not required to, aggregate orders for the sale or purchase of securities for the Account with orders for the same security for other Qapital clients, including Qapital and its Related Parties. In such cases, each Account will be charged or credited with the average price per unit.
  11. Proxy Voting; Class Actions. Qapital will not vote proxies, monitor class action suits or process class action claim forms on behalf of Client. Client will receive such materials from the Custodian, and Client shall be responsible for (i) directing the manner in which proxies solicited by issuers of securities beneficially owned by Client shall be voted; (ii) making all elections relative to any mergers, acquisitions, tenders offers, bankruptcy proceedings or other such events pertaining to Account assets; and (iii) monitoring all class action suits and processing all corresponding claim forms with respect to assets held in the Account.
  12. Compensation. Client will be charged a monthly subscription fee of $6 for Qapital Complete or $12 for Qapital Master (the “Subscription Fee”). A portion of the Subscription Fee will be allocated to Investment Advisory Services. Investment Advisory Services are only available to Qapital Users who subscribe to Qapital Complete or Qapital Master. Client understands and agrees that Qapital may change the Subscription Fee at any time as Qapital may determine in its sole and absolute discretion. Qapital will notify Client in advance of any change in Subscription Fees by sending Client an email to the email address in Client’s User Profile. Subscription Fee changes will take effect at the start of the next subscription period following the date of the Subscription Fee change. Client shall be deemed to accept the new fees by continuing to use the Program after the fee change takes effect. If Client does not agree with the applicable price change, Client has the right to reject the change by terminating this Advisory Agreement as provided in Section 20. Client understands and agrees that Qapital and its Related Parties, in connection with the performance of their respective services, shall be entitled to and may share in the Subscription Fee or revenues derived from the Program. Notwithstanding the foregoing, Qapital may charge Client and deduct from the Account fees for certain special requests and irregular services including, but not limited to, delivery of documents in paper form. Client also agrees to pay all applicable federal, state, and local taxes. Client authorizes Qapital to deduct charges owing by Client directly from the Account or from another funding source designated by Client and approved by Qapital. Client understands and agrees that transactions related to the funding of current charges will be conducted in accordance with Section 15 herein and Qapital’s Standard Terms and Conditions, available at https://www.qapital.com/terms/.The investments used to create Client’s portfolio are exchange traded funds, which are subject to investment advisory and other fees and expenses that will be indirectly paid by Client. Client may also incur commission costs when Qapital buys or sells Products for Client’s portfolio, as well as fees charged by the Custodian for its services. Qapital does not receive or share in such fees or costs.
  13. Fee Payment. Upon dates that Fees are due, Qapital will order the deduction of the applicable Fee from the Account. If the Account does not have a sufficient cash balance to cover the Fee, Qapital may order the sale of Products held in the Account in Qapital’s discretion in amounts necessary to fund current charges. Qapital may do the same for fees for special requests and certain irregular services. Any incidental excess proceeds which result from a Fee-related sale will be applied as soon as is practical to purchase additional shares of Products in amounts of Products which will cause, as determined by Qapital, the Account to equal, or approximate as closely as possible, the allocation required by the Plan.
  14. Linked Checking Account. Client may maintain a maximum of one Linked Checking Account at any time. Initially, Client’s Linked Checking Account will be the account which Client designates in the Application. To establish or change the Linked Checking Account Client will comply with applicable procedures within the Interface or as otherwise required by Qapital. Qapital may place reasonable restrictions on the frequency with which Client changes the Linked Checking Account.
  15. Deposits and Withdrawals to the Account. At any time Client may enter instructions with Qapital to make cash deposits to the Account from the Linked Checking Account or withdrawals from the Account to the Linked Checking Account by taking appropriate action within the Interface. Client understands and agrees that the deposit and withdrawal of funds to or from the Account will be conducted exclusively in cash via Client understands and agrees that ACH transactions are subject to processing delays which may last up to five Business Days or longer and funds transferred may not be credited to the Account or otherwise available to Client during processing. Qapital, in its sole discretion, may impose a longer waiting period during which funds may not be available for trading or withdrawal. Qapital may, in its sole discretion, permit the transfer of funds into or out of the Account in other forms or via alternative means. Qapital reserves the right, in its sole discretion and without advance notice, to refuse certain types of additions of funds to the Account.Client understands that any deposits to or withdrawals from the Account may trigger buy, sell, or rebalancing transactions as well as impact the performance of the Account. In addition, Client understands and agrees that withdrawals from the Account may have adverse tax consequences and may prevent Client from meeting Client’s investment objectives.
  16. Personal Information. The respective rights and responsibilities of Qapital, and Client regarding the collection, processing, and use of Client’s personal information and Client’s rights to limit the use and disclosure of such information, are set forth in this Section 18 as well as Qapital’s privacy policy, as amended from time to time. Such rights and responsibilities are further defined by applicable laws and regulations of national and state governments and international bodies. In the event of any controversy regarding Qapital’s collection, use, processing, transfer, or receipt of any information about Client, Client agrees that remedies will be expressly limited to those specifically provided by the applicable laws and regulations, in accordance with this Advisory Agreement.
  17. Access Interruptions. Client understands that Qapital does not guarantee that access to the Website, Account and Interface will be available all the time. Qapital reserves the right to suspend access to the Program without prior notice for scheduled or unscheduled system repairs or upgrades. Further, access to the Website, Account and Interface may be limited or unavailable due to, among other things: market volatility, peak demand, systems upgrades, maintenance, hardware or software malfunction or failure, internet service failure or unavailability, the actions of any governmental, judicial, or regulatory body, and force majeure. Client agrees that neither Qapital nor its Related Parties will be liable to Client for any Losses incurred by Client (including, but not limited to, lost profits, trading losses, and similar damages and any special, indirect or consequential damages) resulting from such access limitations or unavailability.
  18. Term. This Advisory Agreement may be terminated at any time by either party for any reason upon written notice to the other party in accordance with this Section 20. Termination by Client is effective upon receipt by Qapital of Client’s written electronic notice of intent to terminate and payment of outstanding charges as described in Section 14. For the purposes of this Section 20, “Client’s written electronic notice of intent to terminate” shall mean Client’s election to close the Account as such action is provided within the Interface. Termination by Qapital is effective on the date of written electronic notice to Client, unless a later date is stated in the notice. Client shall be responsible for any transactions initiated prior to termination. Upon termination of this Advisory Agreement, (i) Client will remain liable to Qapital for payment of the Fees and any other indebtedness or obligation owing to Qapital as provided under this Advisory Agreement; and (ii) Qapital will no longer be responsible for providing any services under this Advisory Agreement. If Client should re-open an account with Qapital at a date subsequent to terminating the Account and this Advisory Agreement, Client agrees to be bound by the advisory agreement in effect at the time Client re-opens such account.Upon termination, Qapital is expressly authorized by Client to redeem or otherwise liquidate any shares of Products held in the Account and disburse proceeds to Client. Such redemption or liquidation may affect the asset allocation and/or market value of the Account, and may also have tax consequences.Client’s death, disability or incompetency will not automatically terminate or change the terms of this Advisory Agreement. But Client’s executor, personal representative, guardian, attorney-in-fact or other authorized representative may terminate this Advisory Agreement by giving written notice to Qapital. Client recognizes that the Custodian may not permit any further account transactions until such time that any documentation required to establish authority regarding the Account is provided by Client’s representative.
  19. Anti-Money Laundering Representations.Client acknowledges that Qapital seeks to comply with all applicable laws concerning money laundering and related activities. In furtherance of those efforts, Client represents and agrees that:
    1. None of the cash or property that Client has paid, will pay or will contribute to the Account has been or will be derived from, or related to, any illegal or illegitimate activities.
    2. No contribution or payment by Client to the Account, to the extent that such contribution or payment is within Client’s control, will cause Qapital to be in violation of the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001.
    3. Client will promptly notify Qapital if any of these representations cease to be true. Client agrees to promptly provide to Qapital any additional information regarding Client or its beneficial owners that Qapital deems appropriate to ensure compliance with all applicable laws concerning money laundering and similar activities. Client understands and agrees that if at any time it is discovered that any of the foregoing representations are incorrect, or if otherwise required by applicable law, regulation or administrative pronouncement related to money laundering and similar activities, Qapital may undertake appropriate actions to ensure compliance with applicable laws, regulations and administrative pronouncements, including, without limitation, segregating the Account, distributing the assets in the Account to Client and/or terminating this Advisory Agreement. Client further understands that Qapital may release confidential information about Client and, if applicable, any underlying beneficial owners, to proper authorities if Qapital, in its sole discretion, determines that it is necessary to comply with applicable laws, rules, regulations and administrative pronouncements.
  20. Limitation of Liability; Indemnity. Client recognizes that risks are inherent in securities investments, and that investments made for Client’s account are subject to general market, currency, economic, political and business risks and agrees to accept those risks. Qapital cannot assure a profit will be obtained, or that a loss will not be incurred. Client acknowledges that past performance and advice regarding Client’s account cannot guarantee future results. As with all market investments, Client investments can appreciate or depreciate and Qapital does not guarantee or warrant that the products and services it offers will result in a profit or perform in any particular way. Client also understands that there are no guarantees that his or her investment goals or objectives will be met or that any investment strategy selected by Qapital will be successful in achieving Client’s long-term objectives. Client also understands that his or her account is not insured and that the value and return of the account and the investments in the account will fluctuate over time. At any point in time, Client’s portfolio may be worth more or less than the amount originally invested in the account.Subject to Section 23 and except as may otherwise be provided by law, neither Qapital nor any of its Related Parties will be liable to Client for: (i) any loss that Client may suffer by reason of any investment decision made or other action taken or omitted by Qapital, except to the extent a court of competent jurisdiction finds in a final, non-appealable judgment that such loss resulted directly from Qapital’s gross negligence or willful misconduct; (ii) any loss arising from Qapital’s adherence to Client’s instructions; or (iii) any act or failure to act by any custodian or broker.Client will indemnify Qapital and its Related Parties against, and hold them harmless from, any Losses suffered or incurred a result of: (i) any action taken or omitted by Qapital during the term of this Advisory Agreement in accordance with this Advisory Agreement; (ii) Client’s written or oral instructions, (iii) Qapital’s reliance on inaccurate, incomplete, outdated or misleading information provided by Client and/or Client’s failure to promptly inform Qapital of any restrictions that may affect the management of Client’s account; (iv) any action or omission by the Custodian, any broker or dealer to which Qapital directs transactions for Client’s account or by any other third-party professionals or service providers; (v) Client’s breach of any provision of this Advisory Agreement; (vi) failure or delay in performance of any obligation under this Advisory Agreement arising out of or caused by circumstances beyond Qapital’s reasonable control, including, without limitation, acts of God, earthquakes, fires, floods, wars, terrorism, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions of utility, computer software or hardware, transportation or communication service, accidents, labor disputes, acts of a civil or military authority, governmental actions or inability to obtain labor, material, equipment or transportation or (vii) if Qapital’s authority is terminated by operation of law (including, without limitation, termination occurring by reason of Client’s death or incapacity), any action initiated by Qapital in accordance with this Advisory Agreement before Qapital receives notice of such termination. Client’s obligations under this Section 22 will survive the termination of this Advisory Agreement.Qapital will have no duty, responsibility or liability whatsoever with respect to any property of Client not constituting a portion of the Account.
  21. Nonwaiver of Rights. State and federal securities laws sometimes impose liability on advisers who act in good faith. Nothing in this Advisory Agreement constitutes a waiver by Client of any of its legal rights under the Advisers Act, or rules thereunder, other applicable federal or state securities laws, or any other law whose applicability is not permitted to be contractually waived.
  22. General and Miscellaneous Provisions and Disclosures.
    1. Client represents and confirms that Client has full power and authority to execute, deliver, enter into, and perform Client’s obligations under this Advisory Agreement. Client represents that this Advisory Agreement has been duly authorized, executed, and delivered by Client and is the legal, valid, and binding agreement of Client, enforceable against Client in accordance with its terms, and that the terms of this Advisory Agreement do not violate any obligation by which the Client is bound, whether arising by contract, operation of law, or otherwise.
    2. If this Advisory Agreement is being executed on behalf of a corporation, trust, government, partnership, or other business or legal entity, Client further represents that that the governing documents for such entity authorize and permit the provision of investment advisory services through an advisory account in accordance with the terms of this Advisory Agreement.
    3. If Client is a corporation, trust, government, partnership, or other business or legal entity, the Client Representative executing this Advisory Agreement on behalf of Client represents and confirms that the Client Representative has the requisite legal capacity, authority, and power to execute, deliver, and perform such execution and the obligations under this Advisory Agreement as applicable. Client agrees to indemnify, defend, and hold Qapital and its affiliates harmless from any Losses arising out of or relating to claims against Qapital arising out of Client’s failure – whether it be intentional or unintentional – to abide by Client’s representations in this paragraph.
    4. If Client is an entity, and if the Client Representative is entering into this Advisory Agreement, Client and Client Representative understand and agree that the representations, warranties, and agreements made herein are made by Client both: (i) with respect to Client; and (ii) with respect to the Client Representative.
    5. Client shall advise Qapital immediately of any event that might affect the authority described in this Section 24 or the binding effect of this Advisory Agreement.
    6. Client understands and agrees that Qapital offers no guarantees of investment performance based on the predictions and suggestions of the investment tools or other advice provided through the Program. In deciding to engage Qapital and open the Account, Client represents that Client has determined that the Program is appropriate for Client, taking into account all factors that Client believes are relevant, including but not limited to the terms and conditions of the Program, Client’s interest in having Qapital make investment decisions for Client, Client’s anticipated need for investment advice, the costs and potential benefits of the Program as compared to other types of advisory account programs, such as nondiscretionary account programs, and the costs and potential benefits of this Program as compared to traditional brokerage services, such as a commission-based brokerage account, trading activity, and Client’s level of investment experience. Client represents that Client is aware of and is willing to assume risks involved with investing pursuant to the Program.
    7. If any section, paragraph, or provision of this Advisory Agreement is held to be invalid, void, or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination will not affect the validity of the remaining sections, paragraphs, and provisions of this Advisory Agreement.
    8. Except as specifically permitted in this Advisory Agreement, no provision of this Advisory Agreement can be, nor will it be deemed to be, waived, altered, modified, or amended unless agreed to in writing signed by an authorized officer of Qapital.
    9. Qapital may amend this Advisory Agreement by modifying or rescinding any of its existing provisions or by adding new provisions. Any such amendment shall be effective as of the time Qapital has notified Client in writing of any change or such later date as Qapital may establish. Qapital reserves the right to notify Client of modifications to this Advisory Agreement by mailing or e-mailing a written notice or new Advisory Agreement to Client. Client understands that the normal method of notifying Client of modifications to this Advisory Agreement will be to post the information on the Website. Client understands that by not closing and/or continuing to use the Account, Client confirms Client’s agreement to abide by this Advisory Agreement, as amended form time to time.
    10. Qapital’s failure to insist on strict compliance with this Advisory Agreement or any other course of conduct on Qapital’s part will not be deemed a waiver of Qapital’s rights under this Advisory Agreement.
    11. Client expressly understands and agrees that Qapital is not qualified to, and does not purport to provide, any legal, accounting, estate, actuary, or tax advice or to prepare any legal, accounting or tax documents. Nothing in this Advisory Agreement shall be construed as providing for such services. Client will rely on his or her tax attorney or accountant for tax advice or tax preparation. Even if Qapital’s reports to Client may be used to assist Client in preparing tax returns, the reports do not represent the advice or approval of tax professionals.
    12. The parties hereby acknowledge and agree that this Advisory Agreement alone, and the other documents agreed to and delivered in connection with becoming and continuing to be a client of Qapital, constitutes the final understanding between the parties with respect to all matters contained herein. The parties further acknowledge and agree that, with the exception of the above-referenced agreements there are no prior or coexisting agreements different or distinct from those contained herein, and all such prior and coexisting agreements, if any, are merged herein. This Advisory Agreement, all other written agreements and terms contained on statements and confirmations contain the entire understanding between Qapital and Client. This Advisory Agreement supersedes any previous agreements that Client has made with Qapital individually with regard to the Account, and if the Account is held jointly, it supersedes any previous agreements made by the same parties to this Advisory Agreement, to the extent that the subject matter is covered by this Advisory Agreement.
    13. Neither Client nor Qapital may assign (within the meaning of the Advisers Act) this Advisory Agreement without the consent of the other party. Client will be deemed to have consented to Qapital assigning its rights and duties under this Advisory Agreement if after receiving adequate written electronic notice of a proposed assignment Client does not serve notice of objection to Qapital. If Client continues to accept the services provided by the successor without written objection during the 30 days after receipt of the written notice from the successor, the successor may assume that Client has consented to the assignment and the successor will become the advisor to Client under the terms and conditions of this Advisory Agreement. Any purported assignment in violation of this Advisory Agreement will be void.
    14. This Advisory Agreement will inure to the benefit of Qapital and its successors, assigns, and agents. In addition, Client hereby agrees that this Advisory Agreement and all the terms hereof, will be binding on Client’s heirs, executors, administrators, personal representatives, and any assigns permitted by Qapital.
    15. Client understands that this Advisory Agreement will be deemed to have been made in the State of Delaware and will be construed, and the rights and liabilities of the parties determined, in accordance with the internal laws of the State of Delaware.
    16. The heading of each provision of this Advisory Agreement is for descriptive purposes only and will not be deemed to modify or qualify any of the rights or obligations set forth in each such provision.
    17. Client’s intentional action in electronically signing the Application is valid evidence of consent to be legally bound by this Advisory Agreement and by other documentation submitted in the Application process or governing Client’s relationship with Qapital. The use of an electronic version of Program documents fully satisfies any requirement that they be provided to Client in writing. Client acknowledges that Client may access and retain a record of the documents that Client electronically signs through the Interface. Client is solely responsible for reviewing and understanding all of the terms and conditions of these documents. Client accepts as reasonable and proper notice, for the purpose of any and all laws, rules and regulations, notice by electronic means, including, the posting of modifications to this Advisory Agreement on the Interface. Client acknowledges and agrees that Qapital may modify this Advisory Agreement from time to time and Client agrees to consult the Interface from time to time for the most up-to-date Advisory Agreement.
    18. The electronically stored copy of this Advisory Agreement is considered to be the true, complete, valid, authentic, and enforceable record of this Advisory Agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. Client agrees to not contest the admissibility or enforceability of Qapital’s electronically stored copy of this Advisory Agreement in any proceeding arising out of the terms and conditions of this Advisory Agreement.
  23. Electronic Delivery of Documents. Client acknowledges Client’s receipt and acceptance of the “Consent to Electronic Delivery of Documents” from Qapital. All written notices to any party under this Advisory Agreement shall be sent to such party in electronic form either through applicable means of the Interface or through designated email addresses, or such other address as such party may designate in writing to the other. Notwithstanding the above, Qapital may send, or may occasionally require Client to send, certain communications in non-electronic form. Client understands that there are risks associated with electronic delivery of information, including the risk of system outages or interruptions, which may, among other things, inhibit or delay Client’s receipt of information. Qapital will not be liable for any interception by any third party of the information transmitted electronically. If Client withdraws this consent to receive communications electronically, Advisor will provide the required documentation in non-electronic form but reserves the right to close the Account.
  24. Arbitration. Subject to the conditions and exceptions noted below, and to the extent not inconsistent with applicable law, in the event of any dispute under this Advisory Agreement that cannot be resolved by mediation, both Qapital and Client agree to submit the dispute to arbitration in accordance with the auspices and rules of the American Arbitration Association, provided that the American Arbitration Association accepts jurisdiction. Qapital and Client understand that such arbitration shall be final and binding, and that by agreeing to arbitration, both Qapital and Client are waiving their respective rights to seek remedies in court, including the right to a jury trial. Qapital and Client each acknowledges that it has had a reasonable opportunity to review and consider this arbitration provision prior to the execution of this Advisory Agreement. Furthermore, this Section 26 does not constitute a waiver of any right provided in the Advisers Act, including the right to choose the forum, whether arbitration or adjudication, in which to seek resolution of disputes.

AGREEMENT

For natural person Clients, each Account Holder must sign, unless represented by a Fiduciary. If a natural person Client is represented by a Fiduciary, then the Fiduciary must be sign and the capacity in which he or she is acting must be indicated.

For entity Clients, a duly authorized Client Representative must sign, and the capacity in which he or she is acting must be indicated.

The name, electronic signature and date of electronic signature or acceptance of each Account Holder, Fiduciary and/or Client Representative is incorporated by reference to the information stored in those fields found within the Application.

Qapital’s approval of this Advisory Agreement is incorporated by reference to fields captured by Qapital’s internal software systems.

Apex Disclosures

Direct Communication Rule 14b-1(c) (Required)

Rule 14b-1(c) of the Securities Exchange Act, unless you object, requires us to disclose to an issuer, upon its request, the names, addresses, and securities positions of our customers who are beneficial owners of the issuers securities held by us in nominee name. The issuer would be permitted to use your name and other related information for corporation communication only. If you object to this disclosure contact us at support@qapitalinvest.com.

W-9 Certification

Under penalties of perjury, I certify that: (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. citizen or other U.S. person (defined below), and (4) The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Definition of a U.S. person. For federal tax return purposes, you are considered a U.S. person if you are: An individual who is a U.S. citizen or U.S. resident alien, A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, An estate (other than a foreign estate), or A domestic trust (as defined in Regulations section 301.7701-7).

The Internal Revenue Service does not require your consent to any provisions of this document other than the certifications required to avoid backup withholding.

Registered Investment Advisor Authorization

I hereby authorize Clearing Firm to (i) execute trades and process transactions in the Account as directed by Advisor; (ii) remit checks, wire funds, and to otherwise make disbursements of funds held in the Account to (1) banks, broker-dealers, investment companies, or other financial institutions to an account of identical registration, or (2) you at your address of record at Advisors instruction; (iii) provide Advisor with issuer- related communications, including those that require a voting decision or other action, and to perform all actions relating to those communications, including the voting of shares and proxy material, and (iv) pay investment advisory and other fees from the Account at, and in the amount of, Advisors instruction, without inquiry or investigation, in accordance with the terms of the Customer Account Agreement and Advisor Authorization.

Signatures (Required)

I authorize my broker and/ or Clearing Firm to obtain a consumer report at the time of application to verify my creditworthiness and to obtain a consumer report from time to time for updates, renewals, extensions, and collection activity on any approved account. Upon my written request, my broker and/ or Clearing Firm will disclose to me whether it obtained a report, and if so, the name and address of the consumer-reporting agency that provided it. In the event that my account is denied by Clearing Firm, as a result of the consumer report verification, I authorize Clearing Firm to provide to my broker the reason(s) for such denial.

BY SIGNING THIS APPLICATION, I ACKNOWLEDGE THE FOLLOWING: (1) THAT, PAGE 4 PARAGRAPH 10 OF THE CUSTOMER
ACCOUNT AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE AND IN ACCORDANCE WITH THIS AGREEMENT I (WE) AGREE IN ADVANCE TO ARBITRATE ANY CONTROVERSIES WHICH MAY ARISE BETWEEN OR AMONG ME (US), MY BROKER, AND/OR CLEARING FIRM, (2) RECEIPT OF A COPY OF THE CUSTOMER ACCOUNT AGREEMENT FOLLOWING THIS APPLICATION AND MY (OUR) AGREEMENT WITH THE TERMS THEREIN AND (3) THE INFORMATION PROVIDED ABOVE IS ACCURATE.

APEX CUSTOMER ACCOUNT AGREEMENT AND ADVISOR AUTHORIZATION

This Customer Account Agreement (the Agreement) sets forth the respective rights and obligations of Apex Clearing Corporation (Apex) and the customer identified on the New Account Application (the Customer) in connection with the Customers brokerage account with Apex (the Account). Customer hereby agrees as follows with respect to the Account, which Customer has established with Apex for the purchase, sale, and/or carrying of securities or contracts relating thereto and/or the borrowing of funds, at the instruction of Customers registered investment advisor as authorized by Customer in the New Account Application (Advisor), which transactions will be cleared through Apex. To help the government fight the funding of terrorism and money laundering, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. In order to open the Account, Customer will provide information that will allow Apex to identify Customer, including, but not limited to, Customers name, address, date of birth, and copies of Customers driver license and/or other identifying documents.

  1. Applicable Rules and Regulations. All transactions for the Account shall be subject to the constitution, rules, regulations, customers, and usages of the exchange or market and its clearing house, if any, upon which such transactions are executed, except as otherwise specifically provided in this Agreement.
  2. Definitions. Obligations means all indebtedness, debit balances, liabilities, or other obligations of any kind of the Customer to Apex, whether now existing or hereafter arising. Assets shall include, but shall not be limited to, money, securities, commodities, or other property of every kind and nature and all contracts and options relating to them in any way, whether for present of future delivery.
  3. Advisor Agreement. Customer represents that Customer has entered into a separate agreement directly with Advisor (Advisor Agreement) authorizing Advisor to manage the Account, including executing trades, appointing sub- advisors, depositing or withdrawing funds to and from Account, requesting information, receiving Account statements and confirmations, changing certain of my information, and generally transacting in and managing the Account. Customer understands that Advisor has entered into an agreement with Apex pursuant to which Apex is willing to grant access to Advisor for Advisor to manage accounts for Advisors customers whom open brokerage accounts at Apex for Advisor to manage. Customer authorizes Advisor to establish relationships with Apex and to appoint and use other sub-agents on the Account at Advisors discretion. Should Advisor appoint a sub-agent to the Account, Apex shall be entitled to rely on and execute any instructions from that sub-agent as if they were given directly by Advisor.
  4. Apex’s Role and Appointment. Customer appoints Apex as agent to carry the Account and to execute Advisors instructions relating to the Account. Customer agrees Apex may execute, clear, and settle any transaction in the Account at the instruction of Advisor and may accept and execute any instruction relating to the Account without inquiry or investigation. Customer assumes all investment risk with the Account and with authorizing Advisor to transact for the Account. Customer understands all transactions in the Account will be executed by Apex only at the instruction of Advisor acting pursuant to the Advisor Agreement, and that Apex’s role is only to hold or custody Account Assets, distribute or collect funds on behalf of the Account, execute and clear trades at the instruction of Advisor, generate account statements, and provide other custodial and clearing services as may be mandated by various regulatory standards and requirements. Customer understands Apex does not and will not offer investment advice, review the Account or transactions therein, make any determination of Customers suitability for any transaction or investment, will have no responsibility for trades made or activity in the Account, and has no discretion over transactions in or decisions made on behalf of Customer or the Account. Customer acknowledges that Advisor provides and is solely responsible for all investment advice and investment advisory services given in connection with the Account. Additionally, Apex will not verify the accuracy of any management fees Customer pays to Advisor pursuant to the terms of the Advisor Agreement. Notwithstanding the foregoing, in the event Customer initiates a claim against Apex, in Apex’s capacity as custodial broker or otherwise, and does not prevail, Customer shall be responsible for the costs and expenses associated with Apex’s defense of such claim. Apex may, in its sole and absolute discretion, and without prior notice to Customer or Advisor, transact, restrict, or refuse any orders placed in the Account.
  5. Advisor Fee and Charges. Customer will pay fees to Advisor for its services in accordance with the Advisor Agreement (each such payment an Advisor Fee). Customer authorizes and instructs Apex to deduct the Advisor Fee directly from the Account and pay it to Advisor. Customer agrees and acknowledges that Advisor will instruct Apex of the amount to deduct and pay to Advisor, and Customer agrees to hold harmless Apex in any dispute related to the amount of any Advisor Fee. Apex may also charge, and Customer authorizes Apex to deduct from the Account, fees for services performed by Apex at Customer or Advisors instruction, including, but not limited to, transactions, preparation and delivery of paper statements and confirmations, rejected payments, and wire transfers. Customer acknowledges per the agreement between Advisor and Apex that Advisor may pay Apex fees directly for Apex’s services provided. Regardless of the method used to calculate fees charged by Apex to Advisor, Customer understands that Apex is not an advisor and will not act as an advisor on the Account. Additionally, the Advisor Fee may not include underlying ETF or mutual fund expenses, which are standard expenses that shareholders pay in accordance with such funds prospectus, in which case Apex shall be entitled to deduct such fees from the Account.
  6. Breach; Security Interest. Whenever in Apex’s discretion Apex considers it necessary for Apex’s, Advisors, or Customers protection or in the event of, but not limited to: (i) any breach by Customer of this or any agreement with Apex or Advisor or (ii) Customers failure to pay for Assets purchased or deliver Assets sold, Apex may sell any and all Assets held in the Account or any other account in Customers name (either individually or jointly with others), cancel or complete any open orders for the purchase or sale of any Assets and/or borrow or buy-in any Assets required to make delivery against any sale, including a short sale, effected for the Customer, all without notice or demand for deposit of collateral, other notice of sale or purchase, or other notice or advertisement, each of which is expressly waiver by Customer, and/or Apex may require Customer to deposit cash or adequate collateral to Account prior to any settlement date in order to assure the performance or payment of any open contractual commitments and/or unsettled transactions. Apex has the right to refuse to execute transactions for Customer or Advisor at any time and for any reason. Any and all Assets belonging to Customer or in which Customer may have an interest held by Apex or carried in any of Customer’s accounts with Apex (either individually or jointly with others) shall be subject to a continuing and perfected first priority lien and security interest and right of set-off held by Apex for the discharge of and all indebtedness or obligation Customer may have to Apex, and will be held as security for payment of any liability or indebtedness in the Account or any of Customers accounts with Apex, wherever or however arising and without regard to whether or not Apex has made advances with respect to such Assets, and Apex is hereby authorized to sell and/or purchase any and all Assets in any of Customer’s accounts, and/or to transfer any such Assets among any of the Customer’s accounts to the fullest extent of the law and without notice where allowed. The losses, costs and expenses, including but not limited to reasonable attorneys’ fees and expenses, incurred and payable or paid by Apex in the (i) collection of a debit balance and/or any unpaid deficiency in the Account or any accounts of the Customer with Apex or (ii) defense of any matter arising out of the Customers or Advisors transactions, shall be payable to Apex by Customer. Customer understands that because of circumstances beyond Apex’s control, Customers voting rights may be impaired. For example, if the stock of a company that one Apex customer has purchased has not yet been received from the seller(s), then a different Apex customers abilities to vote that companies stock could be impaired until those shares are received by Apex. In addition, if the stock of a company that Customer has purchased has not yet been received from the seller(s), then payments received by the Customer, in lieu of the dividends on that stock not yet received, may receive tax treatment less favorable than that accorded to dividends.
  7. Cancellation. Apex is authorized, in its sole discretion, should it for any reason whatsoever deem it necessary for its protection, without any notice, to cancel any outstanding order, to close out the Account or any accounts of Customer at Apex, in whole or in part, or to close out any commitment made on behalf of Customer. Customer also authorizes Apex to terminate the account with or without Advisors instruction without notice to Customer.
  8. Payment of Indebtedness on Demand. Customer shall at all times be liable for payment upon demand of any obligations owing from Customer to Apex and Customer shall be liable to Apex for any deficiency remaining in Account or in any other accounts of Customer at Apex in the event of the liquidation thereof (as contemplated by this Agreement or otherwise), in whole or in part, by Apex, Advisor, or Customer. Customer shall make payment of such obligations immediately upon demand.
  9. Communications. Apex may send communications to Customer at Customers address on the New Account Application or at such other address as Advisor may hereafter give to Apex on behalf of Customer. All communications so sent, whether by mail, electronically, or otherwise, shall be deemed given to Customer personally, whether actually received or not. Customer shall be responsible for reviewing all statements and confirmations of Account as well as communications sent by Apex. Statements of Customer shall be conclusive if not objected to in writing by Customer within ten (10) days and confirmations shall be conclusive if not objected to in writing by Customer within five (5) days, after forwarding by Apex by mail or otherwise. In consideration of Apex sending any mail to Customer in care of a post office box or third party address, Customer hereby agrees that all correspondence of any nature whatsoever sent to Customer at such address will have the same force and effect as if it had been delivered to Customer personally.
  10. ARBITRATION AGREEMENT. THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE. BY SIGNING AN ARBITRATION AGREEMENT THE PARTIES AGREE AS FOLLOWS:
      a. ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION FORM IN WHICH A CLAIM IS FILED; b. ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED. c. THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS; d. THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD UNLESS, IN AN ELIGIBLE CASE, A JOINT REQUEST FOR AN EXPLAINED DECISION HAS BEEN SUBMITTED BY ALL PARTIES TO THE PANEL AT LEAST 20 DAYS PRIOR TO THE FIRST SCHEDULED HEARING DATE. e. THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. f. THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR ARBITRATION MAY BE BROUGHT IN COURT. g. THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT.

    THIS ARBITRATION AGREEMENT SHOULD BE READ IN CONJUNCTION WITH THE DISCLOSURES ABOVE. ANY AND ALL CONTROVERSIES, DISPUTES OR CLAIMS BETWEEN OR AMONG APEX, ADVISOR, AND/OR CUSTOMER OR THEIR REPRESENTATIVES, EMPLOYEES, DIRECTORS, OFFICERS, OR CONTROL PERSONS, ARISING OUT OF, IN CONNECTION WITH, FROM, OR WITH RESPECT TO (a) ANY PROVISIONS OF OR THE VALIFITY OF THIS AGREEMENT OR ANY RELATED AGREEMENTS, (b) THE RELATIONSHIP OF THE PARTIES HERETO, OR (c) ANY CONTROVERSY ARISING OUT OF APEX’S BUSINESS, ADVISOR’S BUSINESS OR THE CUSTOMER’S ACCOUNTS, SHALL BE CONDUCTED PURSUANT TO THE CODE OF ARBITRATION PROCEDURE OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA). ARBITRATION MUST BE COMMENCED BY SERVICE OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE. THE DECISION AND AWARD OF THE ARBITRATOR(S) SHALL BE CONCLUSIVE AND BINDING UPON ALL PARTIES, AND ANY JUDGMENT UPON ANY AWARD RENDERED MAY BE ENTERED IN A COURT HAVING JURISDICTION THEREOF, AND NEITHER PARTY SHALL OPPOSE SUCH ENTRY.

    No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is de-certified; or (iii) Customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to extent stated herein.

  11. Representations. Customer represents and warrants that Customer is of majority age. The Customer represents either that the Customer is not an employee of any exchange, corporation of which any exchange owns a majority of stock, or member of any exchange, member firm, or member corporation registered on any exchange, or of a bank, trust company, insurance company, or of any corporation, firm, or individual engaged in the business dealing either as broker or as principal in securities, bills of exchange, acceptances, or other forms of commercial paper, or, alternatively, that the Customer has obtained and will provide to Apex additional documentation which may include information required under FINRA Rule 407 from its employer authorizing the Customer to open and maintain an account with Apex. If Customer is a corporation, partnership, trust, or other entity, Customer represents that its governing instruments permit this Agreement, that this Agreement has been authorized by all require persons, and that the signatory on the New Account Application is authorized to sign on behalf of and bind Customer. Customer represents that it shall comply with all applicable laws, rules, and regulations in connection with the Account. Customer further represents that no one except Customer has an interest in the Account or other accounts of Customer with Apex.
  12. Joint Accounts. If the New Account Application indicates that the Account shall consist of more than one person, Customer’s obligations under this Agreement shall be joint and several among them all. References to “Customer” shall include each of the customers identified on the New Account Application. Apex may rely on transfer or other instructions from Advisor or any one of the Customers in a joint account, and such instructions shall be binding on each Customer. Apex may deliver Assets, and send confirmations, notices, statements and communications of every kind to any one of the Customers, and such action shall be binding on each Customer. Notwithstanding the foregoing, Apex is authorized in its sole discretion to require joint action by some or all Customers with respect to any matter concerning the joint account, including but not limited to the giving or cancellation of orders and the withdrawal of money or securities. In the case of Tenants by the Entirety accounts, joint action will be required for all matters concerning the joint account. Tenants by Entirety accounts are not recognized in certain jurisdictions, and, where not expressly allowed, will not be a permitted designation of the account.
  13. Custodial Accounts for Minors. If a custodial account was selected, such as UTMA/UGMA, as the Customer Type in the New Account Application, the custodian opening the account (Custodian) understands Custodian has opened a custodial account for a minor and acts as the account custodian on behalf of the minor owner. It is Custodian’s obligation to adhere to all applicable laws and regulations governing such accounts. Custodian should consult with an attorney and/or tax advisor before opening a custodial account. The age of majority varies by state. Custodian agrees to promptly inform its advisor and broker in writing upon the account owner reaching the age of majority and to facilitate the transfer of the account assets to its beneficial owner. Apex reserves the right, but shall not be obligated, to terminate the custodianship and/or transfer the account assets to the beneficial owner upon the minor reaching the age of majority as determined by the state code Custodian has included, without notice to or consent of Custodian.
  14. Other Agreements. If the Customer trades any options, the Customer agrees to be bound by the terms of your Customer Option Agreement. The Customer understands that copies of these agreements are available from you and, to the extent applicable, are incorporated by reference herein. The terms of these other agreements are in addition to the provisions of this Agreement and any other written agreements between you and the Customer.
  15. Data Not Guaranteed. Customer expressly agrees that any data or online reports is provided to the Customer without warranties of any kind, express or implied, including but not limited to, the implied warranties of merchantability, fitness of a particular purpose or non-infringement. Customer acknowledges that the information contained in any reports provided by Apex is obtained from sources believed to be reliable but is not guaranteed as to its accuracy of completeness. Such information could include technical or other inaccuracies, errors or omissions. In no event shall Apex or any of its affiliates be liable to Customer or any third party for the accuracy, timeliness, or completeness of any information made available to Customer or for any decision made or taken by Customer in reliance upon such information. In no event shall Apex or its affiliated entities be liable for any special incidental, indirect or consequential damages whatsoever, including, without limitation, those resulting from loss of use, data or profits, whether or not advised of the possibility of damages, and on any theory of liability, arising out of or in connection with the use of any reports provided by you or with the delay or inability to use such reports.
  16. Payment for Order Flow Disclosure. Depending on the security traded and absent specific direction from Customer, equity and option orders are routed to market centers (i.e., broker-dealers, primary exchanges or electronic communication networks) for execution. Routing decisions are based on a number of factors including the size of the order, the opportunity for price improvement and the quality of order executions, and decisions are regularly reviewed to ensure the duty of best execution is met. Apex may receive compensation or other consideration for the placing of orders with market centers for execution. The amount of the compensation depends on the agreement reached with each venue. The source and nature of compensation relating to Customer’s transactions will be furnished upon written request.
  17. Credit Check. Apex is authorized, in its discretion, should Apex for any reason deem it necessary for its protection, to request and obtain a consumer credit report for Customer.
  18. Miscellaneous. If any provision of this Agreement is held to be invalid or unenforceable, it shall not affect any other provision of this Agreement. The headings of each section of this Agreement are descriptive only and do not modify or qualify any provision of this Agreement. This Agreement and its enforcement shall be governed by the laws of the state of Texas and shall cover individually and collectively all accounts which the Customer has previously opened, now has open or may open or reopen with you, or any introducing broker, and any and all previous, current and future transactions in such accounts. Except as provided in this Agreement, no provision of this Agreement may be altered, modified or amended unless in writing signed by Apex’s authorized representative. This Agreement and all provisions shall inure to the benefit of Apex and its successors, whether by merger, consolidation or otherwise, Apex’s assigns, and all other persons specified in Paragraph 10. Apex shall not be liable for losses caused directly or indirectly by any events beyond Apex’s reasonable control, including without limitation, government restrictions, exchange or market rulings, suspension of trading or unusually heavy trading in securities, a general change in economic, political or financial conditions, war or strikes. Apex may transfer the accounts of Customer to Apex’s successors and assigns. This Agreement shall be binding upon Customer and the heirs, executors, administrators, successors and assigns of Customer. Failure to insist on strict compliance with this Agreement is not considered a waiver of Apex’s rights under this Agreement. At Apex’s discretion, it may terminate this Agreement at any time on notice to the Customer and the Customer will continue to be responsible for any obligation incurred by the Customer prior to termination. Customer may not assign Customer’s rights or delegate Customer’s obligations under this Agreement, in whole or in part, without Apex’s prior consent.
  19. SIPC Protection. As a member of the Securities Investor Protection Corporation (SIPC), funds are available to meet customer claims up to a ceiling of $500,000, including a maximum of $250,000 for cash claims. For additional information regarding SIPC coverage, including a brochure, please contact SIPC at (202) 371-8300 or visit www.sipc.org. Apex has purchased an additional insurance policy through a group of London Underwriters (with Lloyd’s of London Syndicates as the Lead Underwriter) to supplement SIPC protection. This additional insurance policy becomes available to customers in the event that SIPC limits are exhausted and provides protection for securities and cash up to certain limits. Similar to SIPC protection, this additional insurance does not protect against a loss in the market value of securities.
  20. Sweep Program. If the Customer elects to participate in one of your FDIC or money market sweep programs, the Customer acknowledges and agrees that: (a) the Customer has read and understands the sweep program terms and conditions and/or prospectuses available at http://www.apexclearing.com/disclosures/ and is aware of the products available in such sweep programs; (b) you may make changes to your FDIC and/or money market sweep programs and products at any time, in your sole discretion and with or without notice to Customer; (c) the free credit balances in the Customer’s Account may begin being included in the sweep program upon Account opening; and (d) you have no obligation to monitor the applicable sweep program elected for the Customer’s Account or to make recommendations about, or changes to, the sweep program that might be beneficial to the Customer.
  21. Trusted Contact Disclosure. Under FINRA Rule 4512 Apex Clearing Corporation is required to disclose to you (the customer) that Apex Clearing Corporation or an associated person of Apex Clearing Corporation is authorized to contact the trusted contact person and disclose information about the customer’s account to address possible financial exploitation, to confirm the specifics of the customer’s current contact information, health status, or the identity of any legal guardian, executor, trustee or holder of a power of attorney, or as otherwise permitted by FINRA Rule 2165.

Qapital Invest, LLC
Form ADV Part 2A – Disclosure Brochure

November 15, 2018

Qapital Invest, LLC
304 Hudson Street
Suite 505
New York, New York 10013
(973) 207-0898

This brochure provides information about the qualifications and business practices of Qapital Invest, LLC. If you have any questions about the contents of this brochure, please contact us at (973) 207-0898. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority.

You can find more information about Qapital Invest, LLC at the SEC’s website www.adviserinfo.sec.gov

Item 2 – Material Changes

This item identifies and discusses only those material changes that have occurred since our last firm brochure, which was dated March 20, 2018. Since that date, our fee structure has changed, as further described in Item 5. In particular, we have modified our fees to charge a monthly subscription fee of $6 for Qapital Complete or $12 for Qapital Master. This subscription fee includes access to our investment advisory services..

Item 3 – Table of Contents

  • Item 2 – Material Changes
  • Item 3 – Table of Contents
  • Item 4 – Advisory Business
  • Item 5 – Fees and Compensation
  • Item 6 – Performance-Based Fees and Side-By-Side Management
  • Item 7 – Types of Clients
  • Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss
  • Item 9 – Disciplinary Information
  • Item 10 – Other Financial Industry Activities and Affiliations
  • Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
  • Item 12 – Brokerage Practices
  • Item 13 – Review of Accounts
  • Item 14 – Client Referrals and Other Compensation
  • Item 15 – Custody
  • Item 16 – Investment Discretion
  • Item 17 – Voting Client Securities
  • Item 18 – Financial Information

Item 4 – Advisory Business

The Company

Qapital Invest, LLC (“we,” “us” or “Qapital”) is an investment adviser registered with the SEC. 1 Qapital was founded in March 2016 and is headquartered in New York, New York. We are a wholly-owned subsidiary of Qapital, Inc., a Delaware corporation. Qapital, Inc., is a wholly- owned subsidiary of Qapital, Inc., a corporation organized under the laws of Delaware (“Qapital, Inc.”). Qapital, Inc. is a wholly-owned subsidiary of Qapital Insight AB, a corporation organized under the laws of Sweden (“Qapital Insight AB”).

Advisory Services

We believe that long-term financial health can be achieved by consistent and automatic investment. As a result, we offer a unique automated investment service through the internet that makes it possible for clients to access state-of-the-art portfolio management for a very competitive fee.

Each individualized portfolio is designed to be consistent with a client’s specific investment objectives and risk tolerances. We use algorithms to initially invest and continue to manage your portfolio. Those algorithms seek to identify the optimal asset classes in which to invest, the most efficient exchange traded funds (“ETFs”) to represent each of those asset classes, and the ideal mix of asset classes based on your specific risk tolerance. We do not use securities other than ETFs to build client portfolios.

We tailor our services to meet each client’s financial needs and goals. At the outset, we ask each client a series of questions to assess risk tolerance, investment goals, age, investment time horizon, current assets and income. Based on a client’s responses to these questions, the algorithms we use will determine a client’s risk profile and create an individualized portfolio of ETFs based on that profile.

You should be aware that by using our services, you are giving us the discretion to select the appropriate asset classes and ETFs based on our evaluation of your risk tolerance and investment needs. We do not allow clients to select specific ETFs or asset classes because each ETF and asset class is considered to be part of the overall investment plan. That said, we do permit clients to elect to restrict their accounts to invest only in ETFs that are designated as “socially responsible” by our firm.

Assets Under Management

As of March 20, 2018, we have no assets under management. We manage client assets through our software based financial service on a discretionary basis. We do not manage assets on a nondiscretionary basis.

1 Registration as an investment adviser does not imply a certain level of skill or training.

Item 5 – Fees and Compensation

Amount of Our Fees

We charge a monthly subscription fee of $6 for Qapital Complete or $12 for Qapital Master. This subscription fee includes access to our investment advisory services. Our fees are not negotiable.

We deduct our advisory fee for a given month from your investment account or other funding account designated by you no later than the tenth business day of the following month.

Other Fees

ETFs are subject to investment advisory and other expenses, which will be indirectly paid by clients. These fees and expenses are described in each ETF’s prospectus, and they are not shared with us.

You could invest in an ETF directly. In that case, you would not receive the services we provide, which are designed in part to help you determine which, if any, ETFs are best suited to your financial condition and objectives. You should review the fees charged by ETFs and our fees to fully understand the total amount of fees you will pay and to evaluate the advisory services we provide.

You may also incur brokerage and other transaction costs, as discussed below in Item 12.

Item 6 – Performance-Based Fees and Side-By-Side Management

We do not accept “performance-based fees” (i.e., fees based on a share of capital gains on or capital appreciation of your assets).

Item 7 – Types of Clients

Qapital provides its advisory services to individuals of all income levels, and, unlike many advisers, we do not impose a minimum account size requirement.

Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss

Methods of Analysis and Investment Strategies

To build your investment portfolio, we first seek to accurately assess your investment objectives and tolerance for risk. As discussed above in Item 4, we ask each client a series of questions to assess risk tolerance, investment goals, age, investment time horizon, current assets and income. Using the results of that assessment, we apply sophisticated algorithms to create an individualized portfolio, comprised of the optimal asset classes in which to invest and the most efficient ETFs to represent each of those asset classes. Our portfolios will generally use equity ETFs, fixed income ETFs, or a combination of both to the extent required to match your investment objectives and risk tolerance. In selecting ETFs for our portfolios, we look for ETFs that minimize cost and tracking error and offer market liquidity.

On a quarterly basis, the algorithms we use will rebalance our clients’ portfolios as needed to optimize returns and remain consistent with our clients’ current risk profiles and current market conditions.

We review and test the algorithms we use on a periodic basis to ensure that they continue to operate as expected and remain appropriate in light of market changes.

Risk of Loss

All investments in securities include a risk of losing your principal (invested amount) and any profits that you have not yet realized. You should be prepared to bear that risk. As you know, the stock and fixed income markets fluctuate substantially over time. In addition, as recent global and domestic economic events have shown, the performance of any investment is not guaranteed.

Our strategies may subject clients to the following risks:

  • Correlation Risk: The price of equity securities and fixed income securities often rise and fall at different times so that a fall in the price of one may be offset by a rise in the price of the other. In deteriorating markets, the prices of securities within and across asset classes may fall in tandem. Because our strategies allocate investments targeted in one asset class or across asset classes, the strategies are subject to correlation risk.
  • Derivatives Risk: Some ETFs use derivatives, such as swaps, options and futures, among others. Derivative instruments may be illiquid, difficult to value and leveraged so that small changes may produce disproportionate losses to a client. Over-the-counter derivatives, such as swaps, are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. Losses from investments in derivatives can result from a lack of correlation between the value of those derivatives and the value of the underlying asset or index. In addition, there is a risk that the performance of the derivatives or other instruments used by ETFs to replicate the performance of a particular asset or asset class may not accurately track the performance of that asset or asset class.
  • Diversification Risk: A client’s portfolio may be limited to only a few investments. As a result, the client’s performance may be more sensitive to any single economic, business, political or regulatory occurrence, relative to the value of a more diversified portfolio.
  • ETF Risk: ETFs are subject to investment advisory and other expenses, which will be indirectly paid by clients. As a result, the cost of the investment strategy will be higher than the cost of investing directly in ETFs. In addition, ETFs are subject to specific risks, depending on the nature of the fund. ETFs are professionally managed pooled investment vehicles that invest in stocks, bonds, short-term money market instruments, other ETFs, derivatives and other securities, or any combination thereof. ETF managers trade fund investments in accordance with fund investment objectives. While ETFs may provide diversification, risks can be significantly increased for funds concentrated in a particular sector of the market, or that primarily invest in small cap or speculative companies, use leverage (i.e., borrow money), or concentrate in a particular type of security rather than balancing the fund with different types of securities. ETFs can be bought and sold throughout the day and their price can fluctuate throughout the day. During times of extreme market volatility, ETF pricing may lag versus the actual underlying asset values and there is no guarantee this relationship will resolve itself.
  • Fixed Income Risk: A client’s account may be invested in ETFs invested in fixed income securities. The credit quality rating of securities may be lowered if an issuer’s financial condition deteriorates and issuers may default on their interest and/or principal payments. Current conditions may result in a rise in interest rates, which in turn may result in a decline in the value of the fixed income investments held by the applicable ETF.
  • Foreign Investment Risk: Foreign investing involves risks not typically associated with U.S. investments, including adverse fluctuations in foreign currency values, adverse political, social and economic developments, less liquidity, greater volatility, less developed or less efficient trading markets, political instability and differing auditing and legal standards.
  • Leveraged ETF Risk: ETFs may use leverage, which may amplify gains and losses. Most leveraged ETFs reset their leverage daily. Due to the effect of compounding, their performance over longer periods of time can differ significantly from the performance of their underlying index or benchmark during the same period of time.
  • Market Risk: Overall equity, fixed income and alternative securities market risks affect the value of a client’s portfolio. Factors such as domestic or global economic growth, market conditions, interest rate levels and political events affect the securities markets.
  • Small and Medium Capitalization Stock Risk: ETFs used to build client portfolios may invest in small and medium capitalization companies. The earnings and prospects of these companies are generally more volatile than larger companies. These companies may experience higher failure rates than do larger companies. The trading volume of securities of small and medium capitalization companies is normally less than that of larger companies and, therefore, may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies.
  • Rebalancing Risk: Your portfolio will be rebalanced on a quarterly basis to remain consistent with your risk profile and current market conditions. A higher portfolio turnover may result in higher transactional and brokerage costs and could result in higher taxes when investments are held in a taxable account.

Item 9 – Disciplinary Information

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of us or the integrity of our management.

We have no legal or disciplinary events to report. 2

2 We note that registered advisors are required to report, in Part 1A of Form ADV, all disciplinary events regardless of whether they are material. We have no disciplinary events of any kind to report.

Item 10 – Other Financial Industry Activities and Affiliations

We are obligated to disclose whether Qapital or any of our affiliates are involved in other financial industry activities, such as those of an investment adviser or broker-dealer. We are also obligated to disclose if we receive compensation from other advisers for recommending or selecting those advisers.

Our indirect parent company, Qapital Insight AB, is a provider of a mobile application and related website that assists consumers in managing their finances and encouraging savings. Other than this, we do not have any other financial industry activities or affiliations to report. In addition, we do not receive compensation from other advisers for recommending or selecting them.

Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading

Code of Ethics

We expect our employees to always act in your best interests, and to place your interests ahead of their own. We have adopted a Code of Ethics (the “Code”) that sets forth the standard of business conduct expected from each member of our team.

The Code restricts trading in any security for which we believe we may be privy to material non-public information. It also places restrictions on trading by our employees (which we refer to as “personal trading”) to prevent any conflict of interest between personal trading and client trading. The Code limits gifts and entertainment, whether received or given, to avoid conflicts of interests. The Code causes all outside business activities of our team members to be disclosed so that potential conflicts can be detected and addressed. Finally, it limits the political contributions of our employees to prevent any potential conflicts in that area as well. All our employees must accept in writing the terms of the Code upon employment, annually, and as amended.

We will provide a copy of the Code to any client or prospective client upon request. If you would like a copy, please contact our Chief Compliance Officer at the telephone number or the address specified on the cover page of this brochure.

Participation or Interest in Client Transactions and Personal Trading

Our employees may have their own Qapital accounts, or they may independently invest in the same ETFs used to build our clients’ portfolios. As a result, our employees may (i) buy or sell the same securities that we buy or sell for clients, (ii) buy or sell securities for their own accounts at the same time that we buy or sell the same securities for client accounts, or (iii) have buy or sell orders included in an aggregated transaction along with client buy or sell orders. To address any potential conflicts of interest from this practice, our employees may not trade in a manner that would be adverse or detrimental to client trades.

We do not buy or sell for your account securities in which Qapital or our employees have a material financial interest.

Item 12 – Brokerage Practices

Broker Selection

Our management discretion generally includes the selection of the security, the amount to be purchased or sold, the broker to be used, and the commission to be paid. We select brokers for our clients on the basis of the broker’s overall assistance in effecting the transaction. We consider many factors, including:

  • financial condition
  • commission rates
  • level of trading expertise and capability
  • infrastructure
  • responsiveness

We do not consider, in selecting brokers, whether we or an affiliate receives client referrals from a broker or third party.

No Directed Brokerage. We do not permit clients to direct us to effect securities transactions in client accounts through a specific broker-dealer.

Research and Other Soft Dollar Benefits

We do not enter into agreements to receive research or other products or services in connection with executing client transactions with broker-dealers (often called “soft dollar” benefits). However, certain brokers through which we execute trades may provide unsolicited proprietary research (research the broker creates) to us. This research is used to benefit the algorithms we use to service all client accounts, even though only certain clients may have paid commissions to the brokers who provided the research. This research could include a wide variety of reports, charts, publications or proprietary data on economic and political strategy, credit analysis, or stock and bond market conditions and projections.

Commission rates paid may be higher than the lowest commission rate available. Custodians generally charge a minimum fee for each transaction in a client account. Because of this minimum fee, it may not be economically feasible to select any broker other than your custodian for your transactions.

Trade Aggregation and Allocation

We may aggregate orders for the same securities purchased for a number of client accounts. Trade aggregation is performed to ensure, to the extent possible, optimal execution and consistent results across our client base. Accounts owned by our employees may participate in aggregated orders; however, they will not be given preferential treatment. Occasionally, we may only partially fill an aggregated order. Under those circumstances and to the extent it makes practical sense, we allocate the order on a pro rata basis among the applicable client accounts and do not allocate to firm or employee accounts unless all client orders are fully filled. The allocation of the shares purchased is not based on account performance or the amount of management fees. There may be instances when partially filled orders may adversely affect the size of the position or the price you pay or receive, as compared with the size of the position or price that you would have paid or received had no aggregation occurred.

Trade Errors

When a trade error occurs, the client will retain any net gains resulting from the error correction, and we will compensate the client wholly for any loss resulting from the error or its correction.

Item 13 – Review of Accounts

Reports We Provide

We provide our clients with continuous access through our mobile application to individualized account reports that provide information about securities positions and portfolio performance. Clients may also receive periodic email communications about their account information and other aspects of the services we provide.

Review of Accounts

After an initial investment portfolio is created, our system will automatically review each account on a quarterly basis for consistency with a client’s current risk profile and current market conditions in accordance with the algorithms we use. Also quarterly, we permit and encourage our clients to review and update the data provided to us to account for changes in financial circumstances and risk tolerance.

Each quarter, taking into account the results of that review and any client-made profile updates, our system will automatically rebalance investment accounts as needed to remain consistent with current market conditions and the client’s current risk tolerance and investment goals.

By opening an account with Qapital, you consent to have your Qapital investment account automatically rebalanced on a quarterly basis.

Item 14 – Client Referrals and Other Compensation

No Compensation for Client Referrals

We do not compensate any person for client referrals.

Other Compensation

Other than the compensation described in Item 5, we do not receive any compensation from anyone other than our clients.

Item 15 – Custody

We do not provide custodial services to our clients. Your assets must be held by a broker, bank or other “qualified custodian.” You will receive custodial statements directly from your qualified custodian at least quarterly. We urge you to carefully review the custodial statements and compare them to the reports we provide for you. The information in our reports may vary from your custodial statements based on accounting procedures, reporting dates or valuation methodologies of certain securities.

Item 16 – Investment Discretion

Our investment advisory agreement with you give us discretionary authority to manage the assets in your account, including the ability to select brokers, purchase, sell and exchange securities, and reinvest all proceeds. We do not allow clients to select specific ETFs or asset classes, because each ETF and asset class is considered to be part of the overall investment plan. That said, as noted in Item 4 above, we do permit clients to elect to restrict their accounts to invest only in ETFs that are designated as “socially responsible” by our firm.

Item 17 – Voting Client Securities

We do not accept authority to vote client securities. Proxy materials generally will be received by you directly or forwarded to you by your qualified custodian. We encourage you to contact your qualified custodian if you have questions related to proxy materials.

Item 18 – Financial Information

In certain circumstances, registered investment advisers are required to provide clients or prospective clients with financial information or disclosures about their financial condition. We have no financial commitments that impair our ability to meet our contractual or fiduciary commitments to you, and we have never been the subject of any bankruptcy proceeding.