Client Agreement

Policy Effective Date: September 15, 2015

Investment Advisory Contract

The undersigned client (“Client”), being duly authorized, has established an Account/Relationship (“Account”), and hereby agrees to engage Gradsave Planning Services, LLC, DBA “Gradvisor” (“Gradvisor” or “Firm”), subject to the terms and conditions of this Investment Advisory Agreement (“Agreement”) for the Account.

Section I. Services by Gradvisor

Client hereby appoints Gradvisor, an Investment Adviser registered with the Securities and Exchange Commission (“SEC”), as investment adviser, and in that capacity, to provide financial planning services to Client. Client will complete a financial/risk tolerance questionnaire (“Questionnaire”) to determine the individual’s current financial situation and risk tolerance. Based on Client’s responses to the Questionnaire, Gradvisor will recommend suitable college savings 529 plans and investment portfolios within those plans. The Firm limits its investment advice to the selection of 529 plans and the underlying investment allocation, which are comprised primarily of mutual funds, bonds and money market/ short-term options.

Clients may also select their own 529 plan(s) and investment option(s) based upon information presented to them by Gradvisor, but must first acknowledge that Gradvisor is no longer acting as the fiduciary on the Client’s investment. Gradvisor will still provide Client with a way of monitoring their investment, but Client chooses the plan and investment portfolio at his or her own risk.

Gradvisor offers a unique software-driven financial advisory service that creates an educational investment plan by seeking to identify: 1) the optimal 529 plan in which to invest, 2) an age-based portfolio in which to invest based on the client’s specific risk tolerance (Gradvisor currently does not offer static investment options) and 3) ongoing monitoring and advice for the Client’s investment. Each client also gets access to a financial advisor (“Advisor”) to answer more complex questions. This is currently the only level of service offered.

In addition to the aforementioned Services, the Firm may suggest that Clients consider other investment options offered by third-party financial institutions. Further, in addition to the Services described above, the Firm may conduct or sponsor both no-cost and paid seminars, conferences or other such events during which Services offered by the Firm are discussed.

Any recommendations made by Gradvisor are based on the information Firm obtains from Client. Client must provide true, accurate, current and complete information in response to all Questionnaires and as it pertains to Client’s resources, objectives, needs and goals. Firm shall not be required to verify any information obtained from Client. Firm does not guarantee or ensure the success of any Financial Plan. For further information on Firm, please review Firm’s Brochure and Brochure Supplement.

Section II. Account Information

You may direct The Firm to retrieve your information (“Account Information”) maintained online by third-party financial institutions with which you have a relationship, maintain accounts, or engage in financial transactions. Gradvisor will not make any transactions or changes to your account unless specifically instructed to by Client. Gradvisor will transmit Client’s account information to the appropriate Custodian of the 529 plan. The 529 plan Custodian and Client are responsible for all account transactions.

We facilitate access of the Account Information by entering into agreements with third parties or through your input of information on Gradvisor’s site. We do not review the Account Information for any purpose, including but not limited to accuracy, legality or non-infringement. Gradvisor is not responsible for the products or services offered by or on third party sites.

You expressly authorize The Firm to access your Account Information maintained by identified third parties, on your behalf. Without limiting the foregoing, if the Account Information relates to an account held with any entity governed by the Telecommunications Act of 1996 and/or any rules or regulations of the Federal Communications Commission, you hereby consent to the transmission of the Account Information to The Firm. You authorize and permit The Firm to transmit and store information you submit (such as account passwords and user names) to allow the Custodian of the 529 plan to perform the Services. Gradvisor will never take action on your account without specific authorization from you to do so. You acknowledge and agree that when The Firm is accessing and retrieving Account Information, The Firm is acting on your behalf and not as an agent of any third party accessible through the Services.

Section III. Services to Other Clients

Client understands that The Firm provides financial advice for other clients. The Firm may provide advice with respect to any of its clients that may differ from advice provided with respect to Client’s Account. Client further understands that The Firm is not obligated to recommend a particular plan for the Client which The Firm may recommend for other accounts if, in The Firm’s opinion, such recommendation does not appear as suitable, practical or desirable for the Account.

Section IV. Procedure

All transactions authorized by this Agreement shall be consummated by payment to or delivery by Client to a custodian or other authorized third party (the “Authorized Third Party”). Gradvisor will have no custody of Client’s funds, investments, or assets (except for the authorized deduction of client fees) and all funds/securities will be delivered between Client an, Authorized Third Party and the 529 plan only. Instructions with respect to investments shall be made in writing or electronically and confirmed as soon as practicable thereafter. If the identity of Client’s Authorized Third Party changes, then Client will provide Gradvisor with prompt, written notice of the change. Client hereby authorizes Gradvisor to receive from the Authorized Third Party and 529 Plan, a copy of any agreement between Client and the parties in effect at any time with respect to the Account.

Section V. Fees

Gradvisor is a “fee only” investment advisor, and Clients and/or third-party entities (the client’s employer) pay an advisory fee to access to the service. Gradvisor reserves the right, in its sole discretion, to amend or change its fees for its current Services or any additional Services we may offer. Advisory fees are negotiable. Client and/or the Third-Party paying for the Services will be notified of fee changes via e-mail. In certain instances Services may be available to Clients at a discounted fee as determined by the Firm. Services may also be made available to certain Clients at no cost or reduced cost through third party promotional offers. The fee is comprised as follows: (1) $10.00 per Client a month, which is paid for by the Client or a third-party.

Clients may terminate the agreement at any time after signing the Account Agreement. Advisory fees paid up until that point will not be refunded. Clients can cancel their account after logging in at

Payment of Fees Clients are charged pro-rata for the first month of service and then the last day of each month thereafter. If a third-party entity chooses to pay for the advisory services, Gradvisor will invoice them at the end of each month in an aggregate total for all clients they choose to pay for.

If the Client’s or the third-party’s payment method for any reason will not accept charges for any fee, the Client has a period of fifteen days from the date that the payment method was declined to make the payment method information valid by either rectifying the issue with the payment method issuer or providing new payment information at If the Firm is able to charge the Client’s and/or the third party’s payment information (existing or new, if new payment information has been provided) during the fifteen-day period and any past due fees are paid, then the Services will continue uninterrupted. If the Firm is unable to charge the payment (existing or new, if new payment information has been provided), within the fifteen-day period, then the Services will be indefinitely suspended beginning on the sixteenth day from the date the payment method was initially declined.

In the event that the Services have been partially paid for by a third-party, the Client will be notified that the receipt of such Services has been subsidized by a third-party and that the remaining, unpaid balance of the applicable Advisory Fees will be assessed to the Client.

The Client and/or the third party will be charged for the total cost of the services, plus all applicable taxes.

Client Responsibility for Third Party Fees Clients are responsible for the payment of all third party fees (i.e. custodian fees, brokerage fees, mutual fund feeds, transaction fees, etc.). Those fees are separate and distinct from the fees charged by Gradvisor. Please see the Gradvisor ADV Part 2A for information regarding brokers/custodians.

Section VI. Standard of Care and Indemnification

In no event will Gradvisor be liable for any error of judgment or mistake of law or for any loss or damages suffered by Client in connection with the matters to which this Agreement relates, including but not limited to any direct, incidental, consequential, special or exemplary or other indirect damages, provided that nothing in this Agreement shall be deemed to protect or purport to protect Gradvisor against any liability to Client by reason of Gradvisor’s misfeasance, bad faith or negligence in the performance of its duties or by reason of The Firm’s reckless disregard of its obligations and duties under this Agreement.

Gradvisor bases it’s recommendations partly on the information it receives from Client. Client attests that such information is current, accurate, truthful and complete. Unless otherwise required by this Agreement, Client agrees to promptly notify Gradvisor of any change to the information. Client agrees to indemnify and hold Gradvisor 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 questionnaire or to update such information as required.

Except as may be otherwise provided by law, Client agrees to indemnify and hold Gradvisor and its affiliates, their respective officers, directors and employees (“Indemnified Parties”) harmless against any and all claims, costs, damages, liabilities, judgments and expenses, including but not limited to direct, incidental, consequential, exemplary and indirect damages and the fees, costs and expenses of counsel, experts or other consultants retained by the Indemnified Parties (“Losses”) which result from claims, actions, suits, subpoenas, demands or other proceedings brought against or involving The Firm which directly relate to or arise out of Gradvisor’s performance of the matters to which this Agreement relates (except for Losses which shall have been determined by a court of law pursuant to a final and non-appealable judgment to have directly resulted from Gradvisor’s own misfeasance, bad faith or negligence in the performance of its duties or by reason of Gradvisor’s reckless disregard of its obligations and duties under the Terms and Conditions). Gradvisor’s liability for Losses shall in all cases be limited to the Advisory Fee(s) paid by the Client.

Client acknowledges and agrees that Gradvisor is not responsible for errors caused by third parties, including, but not limited to any Broker-Dealer or Custodian.

Except for negligence or malfeasance or violation of applicable law, Client agrees that Gradvisor and their respective officers and employees shall not be liable hereunder for any action performed or omitted to be performed or for any errors of judgment in managing the Account. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Client may have under federal or state securities laws.

Client understands that Gradvisor shall not be liable for any loss caused directly or indirectly by government restrictions, exchange, or market rulings, suspension of trading, war, strikes or other conditions, commonly known as “Acts of God”, beyond Gradvisor’s control.

Section VII. Proxies

Gradvisor will not be required to take any action or render any advice with respect to the voting of proxies solicited by or with respect to the issuers of securities in which assets of the Account may be invested from time to time except as may be directed by Client and except as may be otherwise required by law.

Section VIII. No Waiver

Nothing in this Agreement shall be construed as a waiver of any rights Client may have under federal or state securities laws.

Section IX. Assignment

Gradvisor may not assign this Agreement without the prior consent of Client, and, if applicable, the consent of any additional authorized signatories on behalf of Client, if and to the extent that such consent is required under the Investment Advisers Act of 1940, as amended, if applicable, or the California Corporate Securities Law of 1968, as amended, if applicable, and the rules and regulations thereunder. In the event of an assignment by Gradvisor, Gradvisor shall request written consent(s) of Client within a specified reasonable time (which shall not be less than thirty (30) days). If Client does not respond to such request within the time specified, Gradvisor shall inform Client that the proposed assignee will continue the advisory services of Gradvisor for a specified reasonable time (which shall not be less than thirty (30) days), and if Client does not respond to such second notice from Gradvisor, Client’s continued acceptance of investment management services from the proposed assignee shall constitute Client’s consent(s) to the assignment. This Agreement shall bind and inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

Section X. Legal Proceedings

The Firm will not advise you or act for you in any legal proceedings, including bankruptcies or class actions, involving securities held for your account, of the issuers of those securities.

Section XI. Representations by Clients

Clients represents and warrants to Gradvisor and agrees with Gradvisor that Client as the requisite legal capacity, authority and power to execute, deliver and perform his or her obligations under this Agreement. This 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. Client’s execution of this Agreement and the performance of his or her obligations hereunder do not conflict with or violate any obligations by which Client is bound, whether arising by contract, operation of law or otherwise.

Section XII. Representations by Gradvisor

By execution of this Agreement, Gradvisor represents and confirms that it is registered as an investment adviser pursuant to applicable State or Federal laws.

Section XIII. Communication

All communications contemplated by this Agreement shall be deemed duly given if addressed to the attention of its Chief Executive Officer and delivered to at:

Gradvisor 444 Brickell Ave., Suite 820 Miami, FL 33131

Section XIV. Termination

This contract shall remain in full force for so long as either the Client or a third-party pays the monthly advisory fees. Client relationship will not exist after these periods unless Gradvisor is engaged through a separate contract.

The Firm may, in its sole discretion, terminate the management of the Client account immediately after determining that the Services are not suitable for the Client. In this case, the Client will be provided with notice of the termination and a full refund of their advisor fee(s).

Clients may cancel their contract at any time by calling (888) 987-1360. Advisory funds paid before cancellation will not be refunded.

Section XV. Confidentiality

All information and advice furnished by Gradvisor to Client, and all information furnished by Client to Gradvisor, will be treated as confidential. Client agrees that The Firm may share confidential information provided by Client with affiliates of Gradvisor, and third parties not affiliated with The Firm (i) in order to meet Gradvisor’s obligations hereunder, which includes the use of third-party software to access Client information; and (ii) as permitted by applicable law and by Gradvisor’s privacy policy. Client further agrees that Gradvisor may share such confidential information in response to a request by a court, government agency or self-regulatory agency, or as necessary to establish rights or enforce obligations hereunder.

Section XVI. Governing Law

The Validity of this Agreement and the rights and liabilities of the parties hereunder shall be determined in accordance with the laws of the State of Florida except to the extent preempted by ERISA or other federal or state laws or regulations.

Section XVII. Severability

If any provision of this Agreement is or becomes inconsistent with any applicable law or rule, the provision will be deemed rescinded or modified to comply with such law or rule. In all other respects this Agreement will continue in full force and effect. No term of this Agreement may be waived or changed except in writing signed by both parties. Failure to insist on strict compliance with this Agreement or with any of its terms or any continued conduct will not be considered a waiver by either party of such party’s respective rights under this Agreement.

Section XVIII. Arbitration

Any controversy or dispute that may arise between Client and Gradvisor concerning any transaction or the construction, performance or breach of this Agreement shall be settled by binding arbitration. Arbitration shall be pursuant to the rules then applying of the American Arbitration Association, except to the extent set forth herein. The parties agree that any judgment upon the award rendered may be entered in any court, state or Federal, having jurisdiction. The parties are waiving their right to seek remedies in court, including the right to a jury trial, except to the extent such a waiver would violate applicable law. This provision does not constitute a waiver of any right provided under the Advisers Act.

Section XIX. Authority

Client represents that the person who is signing this Agreement, if other than the Client, is authorized to negotiate terms and to enter into agreements on Client’s behalf. If the signer is a trustee or fiduciary, it represents that the investments are within the scope authorized by the appropriate trust or other legal document or authority. The signers are the only authorized signers necessary to enter into this investment advisory relationship.

Each party agrees that (i) a signature, contract, or other record in electronic form will have the same legal effect, validity and enforceability as a signature, contract, or other record in written or non-electronic form; and (ii) a contract formed by an electronic signature will have the same legal effect, validity and enforceability as a contract formed by means of a written signature. For example, when an individual authorized to act on behalf of a party clicks on “I agree”, “I consent” or other similarly worded “button” or entry field with a mouse, keystroke or another computer device and causes evidence of such agreement or consent to be transmitted electronically to another party, such party will be deemed to have executed and delivered that agreement or consent. Client hereby consents to the use of electronic records or media to deliver any information or documents that are required by applicable law to be provided or made available by Gradvisor “in writing” or otherwise related to the services to be provided pursuant to this Agreement.

Section XX. Acknowledgements, Representations, and Warranties

By signing this Agreement, Client agrees to and confirms the following acknowledgments, representations and warranties:

Section XXI. Minimum

Some 529 plans require a minimum up-front investment or a minimum monthly investment. It will be the sole responsibility of Client to comply with these minimums.

Section XXII. Market Conditions

Client acknowledges that, Gradvisor’s and any 529 plans it recommends, past performance and advice regarding client accounts cannot guarantee future results. As with all market investments, client investments can appreciate or depreciate. Gradvisor does not guarantee or warranty that services offered will result in profit.

Section XXIII. Limited Power of Attorney.

Client grants Gradvisor a limited level authority to act upon Client’s 529 Plan account. The authority granted herein is limited to the level of authority specified below. Gradvisor shall have the authority to conduct the below actions, but not without prior Client consent:

Section XXIV. Acceptance.

By clicking the "I Agree" below you acknowledge that you have read, understand, and agree to be bound by the terms above. If you do not agree to be bound by the terms above but would like to establish an Account, DO NOT continue with the online process. Instead, please email us at Because the Gradvisor Client Account relates to the Gradvisor website’s functionality, Gradvisor reserves the right to refuse to establish a Client Account that is not subject to this Statement. I agree that the agreement and disclosures required to be provided at the time of application and any supplemental agreements or subsequent notices of changes will be provided electronically, and I confirm that I will download or print electronically provided documents for my records. I also agree to read all documents and disclosures provided to me, whether made available electronically or by mail. I acknowledge that I can access the disclosures, agreements and information that are provided electronically on the Site and via email.