INVEST Client Agreement

This INVEST Client Agreement (“Agreement”) is between MYRA Advisors, LLC (“Advisor”) and you (referred to as “Client,” “you” or “your”).

The Agreement will commence on the date that you consent to the terms of this Agreement by providing your electronic signature (“Effective Date”). You understand that attaching your e-signature is the legal equivalent of submitting a document signed by hand, and that clicking on the “SIGN & SUBMIT” button manifests your desire and intent to open an Account through MYRA Advisors LLC, all under the terms described in the INVEST Client Agreement. This Agreement will automatically renew each month from the Effective Date, unless terminated.

Advisor may modify the terms of this Agreement, including Schedule A relating to fees, at any time. Advisor will post Agreement modifications to the INVEST Client Agreement site [https://blog.myrawealth.com/support/5317262], which will become effective upon posting. The Agreement will be amended without prior notice to or consent from you. You agree to check the INVEST Client Agreement page for new versions of the Agreement. You understand that by continuing Services after the effective date, you are accepting the terms of the latest INVEST Client Agreement and will be legally bound by all of its terms and conditions, including any new or changed terms or conditions.

[1] Appointment as Investment Manager. Client hereby retains Advisor and Advisor hereby agrees to provide investment management services (“Services”) with respect to certain assets of Client held in the account opened with a broker-dealer or other custodian (“Account”), in accordance with the terms and conditions set forth below.

[2] Investment Advisory Services. Advisor will assist Client to identify Client’s current financial position, investment goals and objectives, and risk tolerance. The Advisor will assist the Client to determine a target portfolio allocation between various asset classes that is designed to be consistent with the investment objectives of the Client. Advisor may periodically review Client’s Account and implement changes, at Advisor’s discretion without prior approval from Client, that Advisor deems appropriate. Advisor uses an "interactive website" in which a computer software-based application provides investment advice and recommendations to clients based on personal information provided by each client through the website.

[3] Client Responsibilities. Client is responsible for informing the Advisor of any changes in Client’s financial circumstances, investment objectives, and any other information provided by Client to Advisor related to the Services under this Agreement. Client understands that Advisor’s investment advice and recommendations rely on the accuracy and completeness of information provided by Client. Client agrees to confirm and provide any updates on at least an annual basis with respect to Client’s investment needs, goals, and objectives. Client is responsible for notifying the Advisor of any transactions or holdings that appear to be in error or inconsistent with Client’s investment objectives. In providing Services under this Agreement, the Advisor will rely on financial and other information provided by Client without any duty or obligation to investigate the accuracy or completeness of the information. Where this Agreement relates to an Account for more than one person, this includes information and instructions provided by only one such person, and the Advisor shall have no duty or obligation to verify any such information or instructions with any other person with an interest in that Account.

[4] Investment Discretion. Advisor will provide Services on a discretionary basis. Discretionary investment management means that the Advisor will act as your agent and is not required to give advance notice or seek Client’s consent for any changes to the investments in the Account. Advisor is authorized to determine investments to be bought and sold, to place trades, and to communicate instructions to the Client's custodian. Advisor has authority to invest Client’s Account in securities of any kind as described in Advisor’s Form ADV Brochure, as may be amended from time to time, including but not limited to mutual funds, exchange traded funds, stocks, or bonds. In addition, the Advisor has the authority to hold cash in the Client's Account. The Client may provide the Advisor with written instructions (via interactive website) to restrict the purchase of specific securities or types of securities from the Client's Portfolio. Advisor will monitor Client’s Account on an ongoing basis and will periodically perform reviews of Client’s Account. The Advisor may change the target asset class allocations, and/or the specific assets held in the Account at any time.

[5] Custody of Assets. Advisor does not hold or receive any of Client’s funds or securities, other than payment of fees for Advisor’s Services. Client’s Account will be held in one or more accounts maintained by a qualified custodian selected by Advisor (“Custodian”), and Client will be solely responsible for paying all of Custodian’s fees. Client understands that the Advisor shall not be responsible for any loss incurred by reason of any act or omission of Custodian or any other party, to the extent permitted by law.

[6] Confidential Relationship. Information received by Advisor from Client will be kept confidential by Advisor in a manner consistent with applicable law and with Advisor’s Privacy Policy, which Client acknowledges receiving. All information or advice furnished by Advisor to Client shall be treated as confidential and not be disclosed by Client except as required by law.

[7] Voting Proxies. Client’s Account will generally be invested in exchange-traded funds (ETFs), and as such, proxy statements are typically infrequent. For the convenience of the Client, by default, the Advisor receives proxies. Client hereby authorizes Custodian to forward proxy soliciting materials, annual reports, and other related issuer materials, normally sent to you, to your Advisor and to allow Advisor to vote Proxies on your behalf. Advisor is not required to, but may vote for any proxies or respond to any corporate actions or elective actions with respect to securities held in Client’s Account.

[8] Fees. The fees for Services under this Agreement shall be calculated and paid according to the terms set forth in the attached fee schedule (Schedule A).

[9] Valuation. In computing the market value of any investment contained in Client’s Portfolio, each security listed on any national securities exchange shall be valued at the last quoted sale price on the valuation date on the principal exchange on which such security is traded. Any other security or asset shall be valued in a manner determined in good faith by the Advisor to reflect its fair market value.

[10] Block Trades. Advisor is authorized to execute aggregate transactions (“Block Trades”) for Client’s Account with transactions in the same or similar securities or instruments for other Clients. When the Advisor aggregates transactions, the actual prices applicable to the aggregated transactions will be averaged, and Client’s Portfolio will be deemed to have purchased or sold its proportionate share of the securities or instruments involved at the average price obtained. Advisor may implement transactions for the Accounts of others under Advisor’s management that are identical to or similar to transactions effected in Client’s Account at the same time or at different times.

[11] Dividend & Interest. Client agrees to hold all dividends and interest at Custodian. Dividend and interest will be reinvested into the Client's Account. Checks for dividend and interest will not be mailed to Client.

[12] Account Statements. Client confirms to receive electronic monthly account statements from the Custodian. The Advisor does not have any responsibility to disseminate account statements to Client. For the convenience of Client, Advisor may upload monthly account statements to Client’s MYRA Portal [https://App.MyraWealth.com]. Advisor encourages Client to notify Advisor promptly if Client does not receive monthly account statements for the Account. You should review all account statements for accuracy.

[13] Trade Confirmations. Client confirms to receive electronic trade confirmations from the Custodian. Advisor does not have any responsibility to disseminate trade confirmations to Client(s). For the convenience of Client, Advisor may upload monthly account statements to Client’s MYRA Portal [https://App.MyraWealth.com]. Advisor encourages Client to notify Advisor promptly if Client does not receive trade confirmations for the Account. You should review all trade confirmations for accuracy.

[14] Consent to Electronic Communications. Client consents to electronic delivery of required disclosure documents and other communications by Advisor. Client also consents to receiving shareholder information electronically when available. Such consent will remain effective unless revoked by Client. Advisor will transmit information by interactive website, email, in text, PDF, HTML, or other formats that can be readily viewed, printed, and saved. Client has provided Advisor with one or more valid email addresses that Advisor may use to communicate with Client. Client acknowledges that there may be costs associated with electronic delivery, such as the need for you to have computer equipment and charges for access to the internet or wifi. Clients may revoke its consent to receive communications electronically at any time by notifying the Advisor.

[15] Receipt of Disclosure Documents. Client acknowledges receipt from the Advisor of a copy of Advisor’s Form ADV, Part 2A (“Disclosure Brochure”), Part 2B (“Brochure Supplement”), Part 3 (“Form CRS”), and Privacy Policy. Advisor will provide Client with either a Summary of Material Changes or an updated Disclosure Brochure on an annual basis. Advisor will provide Client with an updated Brochure Supplement when material changes occur. Advisor’s Form ADV, Part 2A and Part 3 are also currently available on www.adviserinfo.sec.gov by conducting a Firm search using Advisor’s CRD Number.

[16] Limited Liability. The Advisor shall not be liable for any mistake in judgment or for any loss whatsoever except to the extent it is caused by a violation by the Advisor of applicable law or an act of bad faith or gross negligence by the Advisor concerning its duties under this Agreement. Furthermore, the Advisor, its officers, directors, employees and agents shall not be responsible for any loss, claim, cost or liability incurred by reason of any act or omission by any broker, dealer, custodian or another third party.

[17] Non-Waiver of Rights by Client. Federal securities laws impose certain obligations on persons acting in good faith, and as such, nothing in this Agreement shall result in any waiver of any or all of the rights that Client shall otherwise enjoy under the federal securities laws.

[18] Assignment. You may not assign this Agreement without our prior express written consent. We shall not assign this Agreement (within the meaning of assignment as defined in the Investment Advisers Act of 1940, as amended) without your consent; provided, however, that you will be deemed to have consented to an assignment if you do not object to such assignment within 30 calendar days after written notice to you of our intent to assign this Agreement.

[19] Termination. Client has the right to terminate this Agreement without penalty or fees within five (5) business days of the Effective Date. This Agreement may be terminated at any time upon written notice by either party, subject to the payment of any fees due as outlined in Schedule A. This Agreement will automatically renew each month from the Effective Date, unless terminated.

[20] Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, except as otherwise required by applicable federal or state securities laws.

[21] Venue. Any and all disputes, claims or controversies arising out of this Agreement or otherwise between you and Advisor shall be determined by arbitration in accordance with the rules of the American Arbitration Association (“AAA”). The arbitration shall be final and binding, and judgment on the award may be entered in any court having jurisdiction. Client understands that by agreeing to arbitration, Client is waiving all rights to seek remedies in court, unless otherwise mandated by federal or state laws. This clause will not prohibit the parties from seeking provisional remedies in any court of competent jurisdiction. This paragraph shall survive the termination of this Agreement.

[22] Class Action Settlement Claims. The Advisor will not file a class action settlement claim involving a security held in Client’s Portfolio on behalf of Client.

[23] Paragraph Headings. All paragraph headings in this Agreement are for convenience of reference only, do not form part of this Agreement, and shall not affect in any way the meaning or interpretation of this Agreement.

[24] Severability. If any provision herein is or should become inconsistent with any present or future law, rule or regulation of any governmental or regulatory body having jurisdiction over the subject matter of this Agreement, such provision shall be deemed to be rescinded or modified in accordance with any such law, rule or regulation. In all other respects, this Agreement shall continue and remain in full force and effect.

[25] Entirety of Agreement. This Agreement contains the entire understanding between Client and Advisor concerning the subject matter of this Agreement. To the extent that this Agreement is inconsistent with any other agreement governing Client's Account, the provisions of this Agreement shall govern.

[26] Notifications. All notifications required to be sent to the Advisor shall be sent to Legal@MyraWealth.com. All notifications required to be sent to Client will be sent to the email address for Client currently on record. Client is responsible for informing the Advisor of any changes in email address.

By accepting this Agreement, Client accepts the terms and conditions set forth above, and Schedule A relating to fees. Client consents to electronic delivery of communications as outlined above. Client acknowledges receipt of Advisor’s Privacy Policy and Form ADV Part 2A and 2B, and Form CRS.

SCHEDULE A

MYRA offers 2 types of plans:

FREE (30-day trial): $0
PAID subscription(s): Varies between $3,000 to $15,000 per year. Auto renews annually.

Note: By default, all Clients are enrolled in the FREE (30-day trial). Clients must subscribe to the PAID subscription via the MYRA Portal (i.e., interactive website) after the initial 30 days. If a client does not elect a PAID subscription, MYRA reserves the right to disable or delete the client’s account, including deletion of any links to banks, documents added, or other personal information provided by client.

Note: FREE (30-day trial) does not include any consultations with a financial advisor. Clients subscribed in the FREE (30-day trial), may avail One-Time Consultations ranging from $0 to $15,000 per consultation. A typical CONSULT (one-time) is $1,500 for a one-time digital financial plan, and unlimited 45-minute consultations by video or audio conference for 30 days.

Clients may also elect to subscribe to PAID subscriptions, where they get unlimited consultation for 12 months with a Certified Financial PlannerTM (CFP®) to discuss your personal finances.

There are 4 types of PAID subscriptions:

Non-Accredited, Individual = $3,000 per year
Accredited, Individual = $4,000 per year + $1,000 per year *
Non-Accredited, Household = $4,500 per year
Accredited, Household = $6,000 per year + $1,000 per year *

* for each additional $1 million of Net Worth over $1 million.

Example: For an Accredited Individual with Net Worth of at least $1 million but under $2 million, the annual fee is $4,000; with a Net Worth of at least $2 million but under $3 million, the annual fee would be $4,000 + $1,000 = $5,000 per year. For an Accredited Household with a Net Worth of at least $1 million but under $2 million, the annual fee is $6,000; with a Net Worth of at least $5 million but less than $6 million would be $6,000 + $4,000 = $10,000 per year.

Note: You are Accredited if: (1) your Net Worth is over $1 million, excluding primary residence (individual or household), OR (2) you earned an income over $200,000 (individual) or $300,000 (household) in each of the prior two years, and reasonably expect the same for the current year.

During initial sign-up, the Client must subscribe via MYRA Portal to a PAID subscription type that best describes their financial status (Accredited vs. Non-Accredited) and personal situation (e.g. Individual vs. Household). After initial sign-up, the Client or Advisor may update the PAID subscription type based on the Client’s current financial status and personal situation. Advisor encourages Client to notify Advisor promptly if Client’s financial status or personal situation changes. You should review your PAID subscription type for accuracy, and inform Advisor immediately if there is a discrepancy. PAID subscriptions auto-renew until canceled by the Client from the MYRA Portal, under Settings >> Billing.

PAID subscription type upgrades that result in a fee increase (e.g. Non-Accredited Individual to Accredited Individual, or Non-Accredited Individual to Non-Accredited Household) take effect immediately, and auto renew for a 12 month period from the date of subscription type change (i.e., the new Effective Date). The Client is charged the full subscription fee for the new Subscription Type, and then issued a prorated refund for the old Subscription Type.

Example: If Client signed up as Non-Accredited Individual ($3,000 per year) on January 1st, 2022 and consequently got married on July 1st, 2022 and upgraded to Non-Accredited Household ($4,500 per year), then on July 1st, 2022 the Client would be billed $4,500 for the Non-Accredited Household (new) subscription effective from July 1st, 2022 to June 30, 2023 (with automatic annual renewal on July 1st, 2023), and would be refunded $3,000 x 6 months = $1,500 for the Non-Accredited Individual (old) subscription.

PAID subscription type downgrades that result in a fee decrease (e.g. Accredited Individual to Non-Accredited Individual, or Accredited Household to Accredited Household) only take effect at the end of the 12 months from the Effective Date, when the Agreement is due for auto renewal. In this case, there would be no refund.

Example: If Client signed up for Non-Accredited Household ($4,500 per year) on January 1st, 2022 and consequently got divorced on July 1st, 2022, then on January 1st, 2023 the Client would be downgraded to Non-Accredited Individual (new) subscription, and auto renewed at $3,000 per year. Since the subscription type change is at the end of the 12 month period, there is no refund due to the Client.

Clients may engage an Advisor for PLAN Services. Fees range from $0 to $15,000 depending on the scope and timeline of the engagement. The scope and timelines are mutually agreed upon by the Advisor and Client. PLAN Services fees are non-refundable. Client is responsible for payment of fees prior to termination.

Clients may avail INVEST Services for an additional fee with any CONSULT Services:

For FREE subscription: our annual fee for INVEST services is 1.50% (150 basis points) of assets under management (“AUM”), with a minimum fee of $25 per month.

For PAID subscription: our annual fee for INVEST services ranges between 1.50% (150 basis points) to 0.25% (25 basis points) of assets under management (“AUM”), with a minimum fee of $25 per month. Specifically, the tiered fee structure is as follows:

1.50% = $0 to $1M AUM
1.25% = $1M to $2M AUM
1.00% = $2M to $3M AUM
0.75% = $3M to $4M AUM
0.50% = $4M to $5M AUM
0.25% = $5M+ AUM

Note: INVEST Services renew automatically on a monthly basis, until terminated.

For a new (or terminated) account, the Client is responsible for the entire month’s INVEST fee for the Account, irrespective of which date the account was opened (or terminated). Example: If Client has an Individual Brokerage account with $50,000 balance, and the account was opened (or terminated) anytime between January 1st to January 31st, the Client is responsible for the entire January month’s INVEST fee of $62.50, calculated as $50,000 x 1.50% x 1/12 months.

Note: INVEST Services fees are applied at an Account level, not at a Client or Household level.

Advisor’s fee is determined by taking the percentage rate shown above multiplied by Account balance as of the last business day of the month (“Month End Balance”), with a minimum fee of $25 per month. If a Client has less than $25 in Month End Balance, the fee will be the total balance in the Account on the last business day of the month. Fees are rounded up or down to 2 decimal places (i.e., $2.085 is rounded up to $2.09, and $2.084 is rounded down to $2.08).

Example 1: Client A is enrolled in the PAID subscription, and has a Month End balance of $100,000. The billed fee is $125 per month (as 100,000 x 1.50% / 12 = 125).

Example 2: Client B is enrolled in the PAID subscription, and has a Month End balance of $10,000. The billed fee is $25 per month (as 10,000 x 1.50% / 12 = 12.50, but since 12.50 is less than 25, the minimum fee is $25 per month).

Example 3: Client C is enrolled in the FREE subscription, and has a Month End balance of $25,000. The billed fee is $31.25 per month (as 25,000 x 1.50% / 12 = 31.25).

For INVEST Services, since fees are calculated in arrears, no refunds will be issued upon termination. Client is responsible for payment of fees prior to termination.

Upon signing the Client Agreement, the Client authorizes the Advisor to deduct all Service fees (including, but not limited to CONSULT fees, INVEST fees, PLAN fees, and TAX fees) directly from the Client’s Managed Account (“Account”) at qualified custodian. This fee authorization is also approved by the Client in the brokerage account agreement with the Custodian. If there is insufficient cash in Client’s Account to pay Advisor’s fees, an equal balance of securities in Client’s Account may be sold to pay Advisor’s fee.

If a Client's Account does not have a sufficient balance of securities to pay the Advisor's fee, the Advisor may deduct your fees from another Client Account in the same household. Example: if Advisor’s fee is $100 on Client’s Brokerage account, but the Client’s Brokerage account does not have a $100 cash (or security) balance available, then Advisor may deduct the $100 fees from Client’s Spouse’s Brokerage Account (if under same household).

The Client may also opt in (on the interactive website) to pay any and all Services fees (including, but not limited to CONSULT fees, INVEST fees, PLAN fees, and TAX fees) by bank transfer (ACH or wire transfer), credit card, or debit card. An ~3% surcharge may apply for fees paid by credit card or debit card.

Our Services fees (including, but not limited to CONSULT fees, INVEST fees, PLAN fees, and TAX fees) are generally not negotiable, although we do reserve the right to waive or reduce fees in certain circumstances, or to offer promotional discounts at the sole discretion of the Advisor.

Clients may also be charged an ACH transaction fee (both for a deposit into the Account or withdrawal from the Account). Neither Advisor nor any affiliate retains or receives a share of the ACH fee, which is retained solely by the ACH processor. In addition to our advisory fees, clients may incur additional charges on Client’s Account(s), such as custodial fees, brokerage commissions, internal fees and expenses charged by mutual funds and ETFs, account maintenance and termination fees, and other fees and taxes on Accounts. Client is responsible for payment of all other third-party fees (e.g., custodial fees, mutual fund fees, 12b-1 fees, transaction fees). Those fees are separate from Advisor’s Services fees.