Agreement to Terms
These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Neometro chain Partners LLC ("Neometro," "we," "our," or "us"), a registered investment adviser under the Investment Advisers Act of 1940. By engaging our investment advisory services, executing our Investment Advisory Agreement, or accessing our digital platforms, you agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must not engage our services. These Terms should be read in conjunction with our Form ADV Parts 1 and 2, our Privacy Policy, and any executed client-specific investment advisory agreements. In the event of conflict, the terms of the executed advisory agreement shall prevail.
Investment Advisory Services
Scope of Services
Neometro chain Partners provides discretionary and non-discretionary investment advisory and portfolio management services to qualified institutional and high-net-worth individual clients. Our services include portfolio construction and management, asset allocation strategy, alternative investment access, estate and tax planning coordination, and ongoing performance monitoring and reporting.
Discretionary Authority
Where you have granted us discretionary authority under your Advisory Agreement, we are authorized to buy, sell, and manage securities on your behalf without prior consultation for each transaction. We exercise this authority in accordance with your stated investment objectives, risk tolerance, and any investment policy statement on file. You may revoke discretionary authority at any time with written notice.
Suitability & Fiduciary Duty
As a registered investment adviser, Neometro is a fiduciary and is legally obligated to act in your best interest at all times. We will only recommend investments that are suitable based on your financial situation, investment objectives, risk tolerance, time horizon, and tax circumstances. We will always place your interests ahead of our own and disclose any material conflicts of interest.
No Guarantee of Returns
All investments carry risk, including the potential loss of principal. Past performance is not indicative of future results. We make no representation, warranty, or guarantee regarding the performance of any investment strategy, model portfolio, or individual security. Investment returns and principal value will fluctuate so that an investor's account, when liquidated, may be worth more or less than the original amount invested.
Fees & Compensation
Advisory Fee Structure
Our advisory fees are based on a percentage of assets under management (AUM) and are detailed in Schedule A of your Advisory Agreement. Standard advisory fees range from 0.50% to 1.50% per annum, depending on asset level, service tier, and account type. Fees are calculated and billed quarterly in advance based on the account value on the last business day of the preceding quarter.
Performance Fees
Certain investment strategies may be subject to performance-based fees charged in addition to standard advisory fees. Performance fees are only applicable to qualified clients as defined under the Investment Advisers Act and are structured with appropriate high-water mark provisions. Full details of any applicable performance fees are disclosed in your Advisory Agreement.
Third-Party Fees
In addition to Neometro's advisory fees, you may incur additional charges including custodian fees, fund expense ratios, transaction costs, wire transfer fees, and other administrative charges levied by third-party service providers. These fees are separate from and in addition to Neometro's advisory fees and are not shared with or received by Neometro.
Fee Disputes
If you believe a fee has been incorrectly charged, you must notify us in writing within 60 days of the billing date. We will investigate and respond within 15 business days. Undisputed fees are non-refundable except as provided in the termination provisions of your Advisory Agreement.
Client Obligations
- ◆Provide accurate, complete, and current information regarding your financial situation, investment objectives, and risk tolerance
- ◆Promptly notify Neometro of any material changes in your financial circumstances, tax status, or investment objectives
- ◆Maintain adequate cash or liquid securities in your account to satisfy obligations and avoid forced liquidations
- ◆Review all account statements, trade confirmations, and reports promptly and notify us of any discrepancies within 30 days
- ◆Comply with all applicable laws and regulations regarding your account, including tax reporting obligations
- ◆Maintain the confidentiality of your account credentials and immediately report any unauthorized access
- ◆Execute required documentation, including KYC updates, on a timely basis when requested
- ◆Acknowledge receipt and review of our Form ADV, brochure supplements, and material conflict disclosures
Risk Disclosures
Investing involves substantial risk. Before engaging our services, you should carefully consider the following risk factors:
Market Risk
The value of investments may decline due to general market conditions, economic downturns, geopolitical events, interest rate changes, inflation, or other macroeconomic factors beyond our control. No investment strategy can guarantee positive returns in all market environments.
Liquidity Risk
Certain investments, including private equity, real assets, hedge funds, and other alternative investments, may be subject to lock-up periods, redemption restrictions, and limited secondary markets. You may not be able to access your chain during these periods. Such investments are suitable only for investors who can bear the risk of illiquidity for extended periods.
Concentration Risk
Portfolios concentrated in specific sectors, geographies, or asset classes may experience greater volatility than more diversified portfolios. We seek to manage concentration risk within your stated risk parameters, but cannot eliminate it entirely.
Currency Risk
Investments in foreign securities are subject to currency fluctuation risk. Changes in exchange rates can positively or negatively affect investment returns independent of the underlying investment's performance.
Leverage Risk
The use of leverage, margin, or borrowed funds can amplify both gains and losses. Leveraged strategies may result in losses exceeding the original amount invested. Margin calls may require immediate deposit of additional funds or forced liquidation of securities at unfavorable prices.
Conflicts of Interest
As a fiduciary, we are committed to full transparency regarding potential conflicts of interest. Material conflicts include:
- ◆Neometro may recommend affiliated funds or investment vehicles in which Neometro or its principals have a financial interest
- ◆Certain portfolio managers may receive performance-based compensation that could incentivize higher-risk investment strategies
- ◆We may recommend broker-dealers or custodians with whom Neometro has established relationships or soft-dollar arrangements
- ◆Principals and employees of Neometro may invest in the same securities recommended to clients, subject to our Personal Account Trading Policy
- ◆We may receive research, data, and technology services from broker-dealers in exchange for directing client brokerage
- ◆Neometro may serve as general partner or investment manager to funds in which client accounts invest
Intellectual Property
All content on our platforms, including but not limited to investment models, research reports, analysis, software, interfaces, trade names, trademarks, and proprietary methodology, is the exclusive intellectual property of Neometro chain Partners or its licensors. You are granted a limited, non-exclusive, non-transferable license to access our platforms and documents solely for the purpose of receiving our advisory services. You may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any proprietary content without our prior written consent. Any investment strategy, model, or methodology shared with you remains Neometro's confidential and proprietary information. You agree not to replicate, disclose, or use such information to compete with or circumvent Neometro's services.
Confidentiality
Both parties agree to maintain the confidentiality of non-public information shared in connection with our advisory relationship. Neometro will not disclose your financial information, investment holdings, or personal data except as provided in our Privacy Policy or as required by law. You agree to maintain the confidentiality of any proprietary information, investment strategies, research, or materials provided by Neometro, including our investment models, portfolio construction methodology, and manager research. You may not disclose such information to third parties without our prior written consent. Confidentiality obligations survive the termination of our advisory relationship for a period of three (3) years.
Termination
Either party may terminate the advisory relationship at any time with written notice, subject to the terms of your Advisory Agreement. Upon termination:
- ◆Neometro will cease all advisory activity on your behalf upon receipt of written termination notice
- ◆Any pre-paid advisory fees will be prorated and refunded for the unused portion of the billing period
- ◆Existing positions will be maintained in your account unless you instruct otherwise or your Advisory Agreement specifies otherwise
- ◆Neometro will provide a final account statement and facilitate transfer of assets to your designated custodian
- ◆Outstanding obligations, including unpaid fees, remain due and payable following termination
- ◆Confidentiality, dispute resolution, limitation of liability, and indemnification provisions survive termination
Limitation of Liability
To the maximum extent permitted by applicable law, Neometro chain Partners, its principals, officers, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of our services, including but not limited to investment losses resulting from market conditions, third-party actions, or force majeure events. Our liability for direct damages arising from gross negligence or willful misconduct shall not exceed the total advisory fees paid by you to Neometro in the twelve (12) months preceding the claim. Nothing in these Terms shall exclude liability for fraud, fraudulent misrepresentation, or any liability that cannot be excluded by applicable law. Neometro shall not be liable for losses resulting from your failure to provide accurate information, unauthorized account access, or failure to notify us of material changes in your circumstances.
Dispute Resolution
Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms or your advisory relationship with Neometro shall be resolved by binding arbitration administered by FINRA Dispute Resolution Services or, if unavailable, the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in New York, New York.
Class Action Waiver
You agree to resolve disputes with Neometro on an individual basis only. You waive any right to participate in class action lawsuits, class-wide arbitration, or any other consolidated proceedings. This waiver is a material condition of our advisory relationship.
Governing Law
These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles. For matters not subject to arbitration, you consent to exclusive jurisdiction in the state and federal courts located in New York County, New York.
Amendments & Entire Agreement
Neometro reserves the right to modify these Terms at any time. Material changes will be communicated to you via email and posted on our website with a revised effective date. Your continued use of our services following notification constitutes acceptance of the revised Terms. If you do not agree to the changes, you must notify us in writing and may terminate the advisory relationship without penalty. These Terms, together with your executed Advisory Agreement, Form ADV Parts 1 and 2, Privacy Policy, and any other executed agreements, constitute the entire agreement between you and Neometro with respect to the subject matter herein and supersede all prior understandings, representations, and agreements.