Version Date October 15, 2026 · Effective October 15, 2026 · Published at protocolwealthllc.com/terms
What this document is
These General Terms and Conditions are the operating and legal terms of Protocol Wealth's advisory engagements. They are incorporated by reference into each signed Client Advisory Agreement and, together with that signed form, make up the whole agreement between Protocol Wealth and the Client.
The signed form carries what is specific to one engagement: who the Client is, which services are INCLUDED, what authority is granted, and the negotiated fees. This document carries what applies to every engagement, including termination, assignment, and governing law. Terms are not repeated across the two documents, so the two cannot drift apart or contradict each other.
Precedence and non-waiver
- On any conflict between a signed Client Advisory Agreement and these General Terms and Conditions, the signed Agreement controls.
- On any conflict with a mandatory provision of the Investment Advisers Act of 1940, the Act controls over both documents — including Section 215 (15 U.S.C. 80b-15). Nothing in these Terms waives, or requires any Client to waive, compliance with the Advisers Act or any rule or order under it, or any right of action under federal or state law.
- Only a service marked INCLUDED in the signed Agreement is active. A service marked PENDING ACTIVATION does not authorize trading or fees.
How these terms change
Protocol Wealth will notify the Client of any material change to these Terms. Because the Client may terminate at any time without penalty under the signed Agreement, the Client is never bound to terms they have not chosen to continue under.
Each published edition of these Terms is retained, so the terms in effect on any past date can be identified. Superseded editions are published at protocolwealthllc.com/terms under "Previous editions", each shown with its effective date and the SHA-256 of the exact document published under it. Protocol Wealth's other published documents are listed at protocolwealthllc.com/archive/disclosures.
Changing the terms of a signed Agreement is different, and requires the Client's written or legally effective electronic agreement.
Disclosures are not terms
Protocol Wealth's Privacy Policy, Form ADV Part 2A and Form CRS, subprocessor list, and risk and service disclosures are disclosures, not terms of the Agreement. They describe the firm's current practices, are updated from time to time, and the version published at any date is the version then in effect. They are published at protocolwealthllc.com/privacy, protocolwealthllc.com/disclosures, protocolwealthllc.com/subprocessors, and on the SEC's adviser-information site under CRD #335298.
Core terms
These apply to every engagement.
1. Appointment and Fiduciary Standard
The Client hereby appoints Protocol Wealth as its investment adviser for the services marked INCLUDED in §2 (Services, authority and scope) of the signed Client Advisory Agreement. Protocol Wealth accepts this appointment and will provide the specified services. In fulfilling these services, Protocol Wealth shall act as a fiduciary and in a manner it reasonably believes to be in the best interest of the Client.
2. Scope of Advisory Services
The specific services the Client is engaging Protocol Wealth for are designated by the Client in §2 (Services, authority and scope) of the signed Client Advisory Agreement and are detailed further in the service-specific terms in this document (Schedules A through E: financial planning, traditional asset management, digital-asset management, qualified custody, and options and derivatives).
Advisory services may cover traditional securities, digital assets, and options and derivatives, in each case only where that service is marked INCLUDED. Options and derivatives are additionally governed by a separate Options and Derivatives Addendum, and are not authorized by this document alone.
Ongoing investment management services will generally include:
(1) Assessment of the Client's financial situation, investment objectives, time horizon, and risk tolerance.
(2) Development of a tailored investment policy statement and asset allocation strategy.
(3) Identification and selection of appropriate investments. Depending on the services recorded as INCLUDED, these may be traditional investments — stocks, bonds, mutual funds, and exchange-traded funds (ETFs) — digital assets and onchain positions, or listed options and OTC derivatives.
(4) Ongoing portfolio monitoring and periodic reviews to ensure alignment with the Client's objectives.
(5) Recommendations for account rebalancing as needed due to market drift or changes in the Client's circumstances.
(6) Provision of regular performance reports, available online and/or in paper format.
(7) Coordination with the independent custodian to facilitate back-office support, including trade execution and statement generation.
(8) Where digital-asset services are INCLUDED: advice on digital assets and onchain positions, valuation and reporting from onchain records, and coordination with the qualified custodians, venues, and wallets through which those assets are held. The service-specific terms below govern what authority applies to each, and the published digital-asset risk disclosures describe the risks that are particular to them.
3. Basis of Advice (Public Information Only; No MNPI)
The Client acknowledges that Protocol Wealth obtains information from a wide range of publicly available sources. Protocol Wealth does not possess, nor does it claim to have, sources of inside or private information. The recommendations developed by Protocol Wealth are based on the professional judgment of Protocol Wealth. Protocol Wealth cannot guarantee the results of its recommendations. Advice related to digital assets relies exclusively on publicly available information, onchain data, disclosures from decentralized finance protocols, and other non-confidential sources. Protocol Wealth does not use or depend on material non-public information to advise on digital assets.
4. Other Fees and Expenses
The Client acknowledges that they may incur additional charges imposed by third parties. These charges are separate from Protocol Wealth's advisory fee and may include, but are not limited to: brokerage commissions, transaction fees, custodial fees, internal management fees and expense ratios of investment products, and blockchain network fees ("gas fees").
Some strategies carry costs in addition to Protocol Wealth's advisory fee, for example management or performance fees charged by a private fund, pooled vehicle or onchain vault, or fees charged by a sub-adviser. Before Protocol Wealth invests the Client's assets in a strategy that carries such an additional fee, Protocol Wealth will disclose that fee to the Client in writing. A sub-adviser fee charged in addition to Protocol Wealth's fee applies only with the Client's written consent.
5. Receipt of Form ADV Part 2A, Form CRS, and Privacy Policy
The Client acknowledges receipt of Protocol Wealth's Form ADV Part 2A, Privacy Policy, and Form CRS, provided before or at the time of signing this Agreement, and also available at: Form ADV Part 2A and Form CRS (SEC Investment Adviser Public Disclosure — adviserinfo.sec.gov/firm/summary/335298); Privacy Policy and Legal Disclosures (protocolwealthllc.com/privacy, protocolwealthllc.com/disclosures).
6. Client Information
The management of the Account is based on the financial information the Client provides in the Client Profile, the advisory scope recorded in §2 (Services, authority and scope) of the signed Client Advisory Agreement, and the Investment Policy Statement where one applies. The Client is responsible for promptly notifying Protocol Wealth in writing of any material changes to their financial situation or investment objectives.
7. Confidentiality (AML / CIP Data)
All information and documentation obtained through Protocol Wealth's AML and CIP processes will be treated as confidential in accordance with Protocol Wealth's Privacy Policy, except where disclosure is required to comply with applicable laws, regulations, or legal proceedings.
8. True and Accurate Information; Client Representation and Indemnity
The Client represents and warrants that all information the Client provides to Protocol Wealth — in the client-specific scope recorded in the signed Client Advisory Agreement, in any onboarding questionnaire, and throughout the engagement — is true, accurate, and complete in all material respects, and the Client agrees to keep it current by promptly notifying Protocol Wealth in writing of any material change. Protocol Wealth is entitled to rely on that information without independent verification in providing its services. The Client acknowledges that Protocol Wealth's advice, suitability determinations, planning, and reporting depend on the accuracy and completeness of the information the Client provides, and that inaccurate, incomplete, or outdated information can cause the services to be unsuitable or incorrect. To the fullest extent permitted by law, the Client agrees to hold Protocol Wealth harmless from, and to indemnify it against, direct losses, claims, and expenses arising out of the Client's knowing or materially reckless misrepresentation of information provided to Protocol Wealth, or the Client's knowing failure to correct information the Client knows to be materially wrong. This does not extend to an honest mistake, an omission the Client was unaware of, or anything caused by Protocol Wealth's own negligence, breach, fiduciary violation, or failure to ask a question a reasonable adviser would have asked. Nothing in this Section limits Protocol Wealth's liability for its own negligence or breach of fiduciary duty, nor waives, or requires the Client to waive, any non-waivable right the Client has under the Investment Advisers Act of 1940 or other applicable law.
9. Administration of Accounts
To implement the agreed-upon investment strategy, it may be necessary to open additional accounts for the Client. The Client hereby authorizes Protocol Wealth to initiate the opening of such related accounts, subject to the Client providing all necessary approvals and signatures required by the account custodian.
10. Custody of Assets
The Client shall at all times retain beneficial ownership and control over the assets under management. For the purposes of this agreement, the term "Client" shall be understood to include any legal entity, account structure, or fiduciary arrangement designated by the Client to hold assets. Assets shall be held in an account titled in a manner that reflects the Client's legal ownership or authorized control. Such titling may include, but is not limited to:
(1) Individual accounts in the Client's name;
(2) Joint accounts where the Client is a co-owner (e.g., Joint Tenants with Rights of Survivorship, Tenants in Common);
(3) Trust where the Client serves as grantor, trustee, beneficiary, or authorized representative;
(4) Corporate, partnership, or limited liability company accounts where the Client has ownership interest, managerial authority, or authorized signatory authority;
(5) Retirement accounts, pension plans, or other tax-advantaged accounts held for the Client's benefit;
(6) Estate accounts where the Client serves as executor, administrator, or authorized representative;
(7) Custodial accounts where the Client serves as custodian for a minor or incapacitated person;
(8) Foundation, endowment, or charitable organization accounts where the Client has authorized control;
(9) Government entity accounts where the Client has authorized signatory authority; or
(10) Any other account structure where the Client has legal authority to direct investment decisions.
The custody method will depend on the nature of the asset:
(1) Securities and Traditional Assets. All securities and other traditional assets must be held in an account at a qualified independent custodian ("Custodian"). Protocol Wealth is authorized to instruct the Custodian to carry out transactions for the Client. Subject to and without limiting Protocol Wealth's fiduciary duty to select and monitor the Custodian with reasonable care, Protocol Wealth is not liable for the independent acts or omissions of the Custodian that are beyond Protocol Wealth's reasonable control.
(2) Digital Assets. The Client understands and agrees that custody of Digital Assets involves unique and significant risks. While some Digital Assets may be held with a specialized Digital Asset Qualified Custodian ("QC") such as Anchorage Digital Bank or BitGo, many onchain activities (e.g., interacting with decentralized finance or "DeFi" protocols, staking, or lending) require transferring assets to platforms or smart contracts that are not Qualified Custodians. This includes Digital Assets held in a wallet the Client owns and controls, in which the Client is the sole signer and Protocol Wealth holds no credential that can move those assets. The Client explicitly acknowledges that assets held outside of a Qualified Custodian are not protected under the SEC's Custody Rule, are not safeguarded by the Securities Investor Protection Corporation (SIPC), and may not be segregated from the assets of the platform or protocol operator. This increases the risk of total and permanent loss due to platform insolvency, hacking, fraud, smart contract failure, or operational issues. Protocol Wealth acts as a fiduciary in selecting and monitoring custodians and platforms, and nothing in this Agreement shall be construed to waive or limit any duty or liability Protocol Wealth may have under the Investment Advisers Act of 1940 or applicable state law. Protocol Wealth selects and monitors the qualified custodians, the wallet technology providers it uses, and related providers consistent with that fiduciary duty and conducts ongoing due diligence on them. Subject to and without limiting the foregoing fiduciary obligations, Protocol Wealth is not liable for losses arising solely from the independent acts, insolvency, breach, or malfunction of a third-party custodian, platform, smart contract, or blockchain protocol that are beyond Protocol Wealth's reasonable control; this allocation of third-party risk does not reduce Protocol Wealth's duty to select and monitor such providers with reasonable care.
11. Verification of Beneficial Ownership (BSA / Corporate Transparency Act)
Notwithstanding the form of ownership or account title, it is Protocol Wealth's policy to identify and verify the ultimate beneficial owner(s) of assets it advises on. This is a firm requirement rather than one currently imposed on Protocol Wealth by the Bank Secrecy Act or the Corporate Transparency Act, and it matters most where assets are not held with a qualified custodian who performs that verification. Where a qualified custodian holds the assets, Protocol Wealth may rely on the custodian's verification in addition to its own.
The Client agrees to provide, or cause any representative entity (such as a trust, business entity, or representing attorney) to provide, all documentation required by Protocol Wealth to satisfy its legal and regulatory obligations. This includes disclosing the identity of all natural persons who ultimately own or control the assets. Failure to provide satisfactory documentation is grounds for Protocol Wealth to decline to open an account, or to restrict, suspend, or terminate services, and to take any action required or permitted by law or by the applicable custodian. All information provided for this purpose will be protected under Protocol Wealth's privacy policy, but is subject to lawful requests from regulators and law enforcement.
12. Know Your Customer and Anti-Money Laundering Compliance
Protocol Wealth maintains anti-money-laundering ("AML") and customer-identification ("CIP") procedures as a matter of firm policy and risk management, and to satisfy the requirements of the custodians, counterparties, and service providers through which the Client's assets are held or transacted. Protocol Wealth is not presently subject to the investment-adviser AML program rule, whose compliance date the Financial Crimes Enforcement Network has postponed to January 1, 2028; these procedures are not represented as compliance with a rule that does not yet apply. As a condition of this Agreement, the Client agrees to the following:
(1) Initial and Ongoing Verification. The Client agrees to promptly provide all information and documentation Protocol Wealth requests to verify the identity of the Client and any beneficial owners. This may include, but is not limited to: (a) Full legal name, date of birth, physical address, and a U.S. Taxpayer Identification Number (TIN); (b) A copy of a valid government-issued photo ID (e.g., passport or driver's license); (c) Information regarding the nature and purpose of the Account, including the Client's occupation, source of wealth, and the origin of funds (for both fiat currency and digital assets) to be deposited.
(2) Digital Asset Due Diligence. The Client understands that transactions involving digital assets, particularly those originating from self-custodied wallets or decentralized platforms, may require enhanced due diligence. The Client agrees to provide information concerning the history and source of such assets upon request.
(3) Future Methods of Verification. The Client acknowledges that identity verification technology is evolving. Protocol Wealth may, at its discretion and where permissible by regulation, utilize or accept privacy-preserving verification methods, such as cryptographically secured zero-knowledge (ZK) attestations or other verifiable onchain credentials, to supplement or support its identity verification processes.
(4) Ongoing Cooperation and Updates. The Client agrees to promptly notify Protocol Wealth of any changes to the information provided and to cooperate with any periodic or transaction-based requests for updated information throughout the course of the relationship.
13. Foreign Client Representations and Compliance (OFAC / FATCA / CRS)
If the Client is a non-U.S. person or entity, the Client represents and warrants that they are not subject to restrictions under U.S. export control laws, sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), or other similar sanctions laws. The Client agrees to provide any certifications, tax forms, or documentation reasonably requested by Protocol Wealth to comply with applicable tax reporting laws, including the Foreign Account Tax Compliance Act ("FATCA"). To the extent Protocol Wealth, or a custodian or other financial institution servicing the Account, has reporting obligations with respect to the Account under the OECD Common Reporting Standard ("CRS") as implemented by an applicable jurisdiction, the Client agrees to provide the self-certifications, tax forms, and documentation reasonably requested to satisfy those obligations. The Client is responsible for determining its own tax reporting obligations; Protocol Wealth does not provide tax or legal advice. Additionally, Client further agrees that this Agreement, and all services provided under it, shall be governed by the laws of the United States and the State of Colorado, regardless of the Client's place of residence, incorporation, or business operations.
14. Brokerage and Trade Execution; Best Execution; Aggregation
Protocol Wealth is authorized to select the broker-dealer, custodian, or venue for executing transactions, and seeks best execution as part of its duty of care. Best execution is an obligation of reasonable diligence in the circumstances of the market being traded, not a guarantee of the best available price on any given order.
For securities, that diligence draws on consolidated quotations and established execution venues. For digital assets there is no consolidated tape and no single reference price: liquidity is spread across venues that quote independently, and prices for the same asset differ between them at the same moment. Protocol Wealth's diligence for those trades is the selection and periodic review of the venues and counterparties it uses, considering price, likely execution, settlement and counterparty risk, and the total cost of the transaction. Protocol Wealth does not survey every venue on every order and does not represent that any execution was the best obtainable anywhere.
In seeking best execution, Protocol Wealth may use broker-dealers outside of the Client's primary Custodian. The Client understands that the Custodian or executing broker-dealer may charge transaction fees, which will be disclosed on trade confirmations and/or account statements. When Protocol Wealth deems the purchase or sale of a security to be advantageous for multiple clients, it may, at its discretion, aggregate these orders to seek a more favorable price or lower brokerage commissions. In such cases, securities will be allocated among participating client accounts in a fair and equitable manner.
15. Trading Authorization
Where the signed Client Advisory Agreement marks a service as discretionary, the Client grants Protocol Wealth discretionary trading authority over the assets in the covered Account(s) (the "Managed Account(s)") — decisions to buy, sell, hold, or otherwise transact in securities, cash, and other investments — exercised at Protocol Wealth's discretion and without consulting the Client before each transaction. Discretion extends only to services marked INCLUDED and marked discretionary in that Agreement.
Discretion includes authority to move the Client's assets only between the Client's own accounts, sub-accounts and wallets. The Client authorizes Protocol Wealth to move the Client's assets between them, including to or from an account, sub-account or wallet held in the Client's name, or exclusively for the Client's benefit at a qualified custodian or in a wallet whose destination the Client has approved in writing, that a sub-adviser manages, and to have assets and proceeds returned to the Client's account, sub-account or wallet. Protocol Wealth will not transfer the Client's assets to itself, or to any account, sub-account or wallet other than those this paragraph permits. Where the Client is the sole signer of a wallet, a transfer out of that wallet requires the Client's own signature. Where the Client holds a Fordefi workspace, Protocol Wealth is a member and a signer in it and can sign only to addresses and contracts the Client has pre-approved, and changes to the workspace's administration or policy require the Client's approval. While discretion is fully granted, the Client may provide a written request to be notified prior to a significant change in asset allocation, which Protocol Wealth will accommodate as a courtesy without limiting its authority to act. Additionally, Protocol Wealth may provide non-discretionary advice on assets held away by the Client ("Held-Away Assets"), for which the Client retains all responsibility for custody, trade execution, and outcomes.
15A. Sub-Advisers
(1) Primary adviser. Where the signed Client Advisory Agreement permits, Protocol Wealth may retain one or more sub-advisers to manage all or part of a service marked INCLUDED. Protocol Wealth remains the Client's primary investment adviser and fiduciary within the agreed scope of the Client Advisory Agreement. Protocol Wealth retains responsibility for the Client relationship, determining the Client's overall investment objectives and risk parameters, deciding whether and what assets or strategies to delegate, establishing the mandate under which a sub-adviser acts, and exercising reasonable oversight of the sub-adviser. Retaining a sub-adviser does not terminate or replace the Client's advisory relationship with Protocol Wealth and does not relieve Protocol Wealth of duties that remain applicable to it under the Client Advisory Agreement or applicable law.
(2) Before a sub-adviser acts. Before a sub-adviser begins managing the Client's assets, Protocol Wealth will identify it to the Client in writing, including the assets or strategy it will manage, whether it has discretion, and any fee it charges. A sub-adviser fee charged in addition to Protocol Wealth's fee applies only with the Client's written consent. Each sub-adviser is registered as an investment adviser or exempt from registration, and acts under a written agreement with Protocol Wealth that requires it to keep Client information confidential.
(3) Authority. For assets or strategies Protocol Wealth delegates, the Client authorizes the sub-adviser to exercise the investment discretion that Protocol Wealth delegates to it, subject to the applicable mandate, account restrictions, provider documents, and applicable law. That authority may include, as applicable, selecting investments, buying, selling, holding, exchanging, allocating, rebalancing, determining transaction timing and size, selecting permitted brokers, counterparties, exchanges, trading venues, or other execution providers, and taking other investment-management actions reasonably necessary to implement the delegated strategy without obtaining the Client's approval before each transaction. A sub-adviser has no authority beyond the mandate Protocol Wealth establishes. A sub-adviser's authority does not include withdrawing or transferring assets, or changing account ownership or withdrawal authority, except transfers that Protocol Wealth makes under Section 15. Protocol Wealth may limit, modify, suspend, or terminate the authority delegated to a sub-adviser at any time, subject to any transaction already irrevocably submitted, settlement requirements, or other operational constraints.
(4) Information, custodians and transfers. The Client authorizes Protocol Wealth to provide a sub-adviser with Client information reasonably necessary for the sub-adviser to perform the delegated services, including the Client's identity, holdings, investment objectives, restrictions, tax or liquidity considerations communicated to Protocol Wealth, and applicable account information, subject to the Privacy Policy and applicable law. The Client also authorizes Protocol Wealth to coordinate with custodians and other providers to implement a sub-advisory arrangement, including requesting that a sub-adviser be recognized as an authorized investment manager or trading agent for designated assets or accounts. Moving the Client's assets to or from an account, sub-account or wallet held in the Client's name, or exclusively for the Client's benefit at a qualified custodian or in a wallet whose destination the Client has approved in writing, that a sub-adviser manages is authorized by Section 15 for a service marked discretionary; otherwise it requires the Client's authorization. Any other account opening, change in ownership, withdrawal authority, or asset transfer that requires the Client's separate authorization under the Client Advisory Agreement, a provider agreement, or applicable law remains subject to that separate authorization.
(5) Objection; no assignment; more protective terms. The Client may object to a sub-adviser at any time by notice to Protocol Wealth, and Protocol Wealth will then stop using that sub-adviser for the Client's account. Retaining a sub-adviser is not an assignment under Section 30. Protocol Wealth does not delegate its entire advisory relationship to a sub-adviser. Where the signed Client Advisory Agreement or any sub-adviser addendum the Client has signed gives the Client more protection than this Section, the more protective term applies.
16. Account Valuation
Protocol Wealth will calculate the value of Account assets in good faith for reporting and billing purposes. The valuation method generally uses closing prices for listed securities and data from recognized third-party price feeds, major exchanges, or custodian-provided valuations for other investments, including digital assets. The Client acknowledges that pricing for digital and illiquid assets can be complex and variable. Protocol Wealth relies on these external data sources and is not responsible for their accuracy or timeliness. The valuations used by Protocol Wealth are estimates and may differ from the official statements provided by the Custodian.
17. Reports
The Client's official account statements and trade confirmations are generated and delivered by the independent Custodian and serve as the definitive record for the Account. As a convenience, Protocol Wealth may periodically issue additional or supplemental reports. These are prepared from the data available to Protocol Wealth and are supplemental to, not a substitute for, the Custodian's official statements; the Client should reconcile them against those statements. The Client is responsible for carefully reviewing and reconciling all information from the Custodian, Protocol Wealth, and any onchain data sources, and for promptly reporting any discrepancies.
18. Consent to Electronic Delivery
The Client authorizes Protocol Wealth to deliver all required regulatory notices, disclosures, and all other Protocol Wealth correspondence via email. The Client has the right to withdraw their consent to electronic delivery without any fee. The Client acknowledges that communications relating to digital assets, DeFi activities, protocol governance, staking rewards, airdrops, or blockchain events may only be delivered electronically via email or through the secure client portal.
E-SIGN mechanics and the Client's rights (the Client acknowledges each of the following): (a) Right to paper; revocation. The Client may obtain a paper copy of any electronically delivered document at no charge, and may withdraw this consent or update the delivery email at any time, without any fee, by written notice to Protocol Wealth; a withdrawal takes effect within a reasonable time after Protocol Wealth is able to act on it and applies going forward. (b) Review-or-deemed-accepted window. A document is delivered when sent to the Client's designated email or made available in the secure client portal with notice; the Client should review each communication promptly, and a document is deemed received if the Client does not object within the review period stated in the communication or, if none is stated, within a reasonable period. Deemed receipt establishes delivery only. It is not acceptance of any amended term: changing the terms of a signed Client Advisory Agreement requires the Client's written or legally effective electronic agreement, and silence is never that. (c) Hardware and software requirements. To receive and retain electronic communications the Client needs a device with internet access, a current web browser, an active email account able to receive messages from Protocol Wealth, and the ability to open and save PDF documents; the Client confirms current access to these. (d) Network-security acknowledgment. The Client acknowledges that email and internet delivery are not perfectly secure, that Protocol Wealth is not responsible for the security of the Client's own devices, email account, or network, and that the Client is responsible for the confidentiality and security of the delivery email account and portal credentials (see the Cybersecurity — Client Responsibilities section).
I affirmatively consent to and authorize Protocol Wealth to deliver all communications to me electronically. I understand that this consent will apply to all documents required by law to be provided to me and that this authorization will remain in effect until I revoke it.
19. Notice
Any notice or other communication required or permitted under the Agreement is considered given when delivered in person or sent by email, U.S. mail, or overnight courier, with postage prepaid. Notices to Protocol Wealth should be sent to the address below. Notices to the Client are sent to the email address the Client provided, unless the Client instructs Protocol Wealth in writing to use an alternate address.
Protocol Wealth, LLC — 201 Milwaukee Street, Suite 200, Denver, Colorado 80206. Telephone: 720-383-4550. Email: [email protected].
20. Use of Artificial Intelligence
Protocol Wealth uses artificial-intelligence ("AI") tools to support research, analysis, portfolio monitoring, document preparation and internal operations. It does not delegate fiduciary responsibility to them.
No AI system makes a fiduciary decision, determines suitability, or delivers advice to the Client without human validation. Every material AI-assisted output is reviewed by a registered investment adviser representative before it reaches the Client or influences an action on the Client's behalf, except the client portal assistant's answers to the Client's own questions, and values read from statements and K-1s the Client or the Client's adviser provides, which may appear to the Client before an adviser reviews them and are labeled "Unverified" until an adviser confirms or corrects them. AI does not replace the Client's adviser, does not make autonomous investment decisions, and does not operate outside supervision.
In most of Protocol Wealth's AI features, identifiers its software recognizes by pattern, such as Social Security numbers, email addresses and US phone numbers, are replaced with placeholders before text is sent to an outside AI model; this does not cover every feature or PDF and image attachments, and names are not removed. A separate check can block a request that still contains a recognized Social Security, payment-card, email or phone number. Protocol Wealth does not represent that no Client information reaches a provider; it represents that it applies these controls, contracts with providers on terms restricting the use of Client data, records AI use in an append-only log, and samples AI-assisted work for human review.
Which controls, which providers, and which contractual terms apply are operational matters that change. They are described in Protocol Wealth's AI & Technology Use Disclosure and in its AI Acceptable Use Policy, published at pwportal.app/legal/ai-acceptable-use. Those documents state current practice and are superseded by a later edition rather than amended.
Protocol Wealth does not overstate the role or capability of AI in its services.
21. Client's Responsibilities
The success of the advisory relationship is a shared responsibility. The Client agrees to:
(1) Provide Complete and Accurate Information.
(2) Communicate Material Changes in their financial or personal situation.
(3) Impose Investment Restrictions in writing. The Client is responsible for informing Protocol Wealth in writing of any specific and reasonable investment restrictions they wish to place on the management of the Account.
(4) Review Account Information from both Protocol Wealth and the custodian. The Client agrees to carefully review all account statements, trade confirmations, and performance reports provided by both Protocol Wealth and the independent custodian. The Client is responsible for promptly reporting any discrepancies or questions to Protocol Wealth.
(5) Maintain Cybersecurity for their personal devices and accounts, as detailed in the following section.
22. Cybersecurity — Client Responsibilities
The Client acknowledges that safeguarding their digital security is a critical part of protecting their financial assets. The Client understands that failure to adhere to these cybersecurity best practices can significantly increase the risk of unauthorized access and potential financial loss. While Protocol Wealth maintains its own cybersecurity protocols, the Client agrees to take responsibility for securing their personal devices, accounts, and information by adhering to the following best practices. A comprehensive guide with additional information is available from Protocol Wealth upon request.
(1) Secure Account Access. Creating strong, unique passwords for each financial account, utilizing a reputable password manager, and enabling multi-factor authentication (MFA) wherever possible. The Client agrees to never share their login credentials with anyone, including Protocol Wealth staff.
(2) Device and Software Integrity. Regularly update operating systems, applications (especially web browsers), and anti-virus/anti-malware software on all personal computers and mobile devices. The Client agrees to secure their devices with a passcode, PIN, or biometric lock (e.g., Face ID, fingerprint).
(3) Safe Charging Practices. Avoid using public USB charging stations (e.g., in airports, cafes, or hotels) due to the risk of "juice jacking" malware. Instead, the Client should charge devices using their own AC power adapters plugged into an electrical outlet or by using a portable battery pack (power bank) without data transfer capabilities.
(4) Secure Network Usage. Avoid accessing financial accounts or transmitting sensitive information while connected to public or untrusted Wi-Fi networks. A secure, private network (such as a home network) or a trusted cellular data connection is strongly recommended.
(5) Vigilance Against Phishing and Fraud. Treat all unsolicited emails, text messages, and phone calls with extreme suspicion. The Client agrees to independently verify any unusual requests for personal information or urgent actions by contacting the financial institution through official, known channels (e.g., a phone number on the institution's website or the back of a card), not by using links or phone numbers provided in suspicious communications.
(6) Regular Account Monitoring. Promptly reviewing account statements, trade confirmations, and transaction histories to identify and report any unauthorized or suspicious activity to both Protocol Wealth and the appropriate financial institution immediately.
(7) Nothing in this Agreement limits Protocol Wealth's liability for its own negligence or breach of fiduciary duty, nor waives or requires the Client to waive any non-waivable right the Client has under the Investment Advisers Act of 1940 or other applicable law. Subject to and without limiting the foregoing, the Client agrees that Protocol Wealth shall not be held liable for financial losses caused solely by the Client's failure to adhere to these cybersecurity best practices, such as the compromise of the Client's email account or the sharing of login credentials.
23. Non-Exclusive Relationship; Conflicts of Interest
The Client acknowledges and agrees that Protocol Wealth may manage investments, give advice, or take actions for other clients, for Protocol Wealth's accounts, or for accounts of parties related to Protocol Wealth. This may involve providing advice or taking actions different from what Protocol Wealth does for the Client. Protocol Wealth is not required to buy, sell, or recommend any security or investment for the Client that Protocol Wealth may buy, sell, or recommend for other clients, Protocol Wealth's accounts, or accounts of related persons. Conflicts might occur in how investment opportunities are allocated among accounts that Protocol Wealth manages. Protocol Wealth will aim to allocate opportunities fairly and in the best interests of all involved accounts, but there is no guarantee that any particular opportunity will be allocated in a specific way. If Protocol Wealth acquires material, non-public information about a security or issuer that it cannot lawfully use or disclose, Protocol Wealth is not obligated to share or use that information for the Client's benefit. The Client understands that Protocol Wealth may recommend third-party custodians, trading platforms, or service providers, including those related to digital asset custody or management. Protocol Wealth makes no promises or warranties about the performance, security, or compliance of any third-party providers.
24. Risk (No Guarantee)
Protocol Wealth cannot guarantee the future performance of the Account or promise that investment decisions will be successful. The investment decisions Protocol Wealth makes for the Client are subject to various market, currency, economic, political, and business risks, and may not yield a profit. In managing the Account, Protocol Wealth will not consider any other securities, cash, or other investments the Client owns unless the Client has instructed Protocol Wealth to do so.
25. Limitations and Disclosure of Other Professional Services; No Tax or Legal Advice
(1) Scope of Services. The services provided herein are limited to the duties for the services marked INCLUDED in §2 (Services, authority and scope) of the signed Client Advisory Agreement. Comprehensive financial planning is a separate and distinct service available only where that service is marked INCLUDED in §2 (Services, authority and scope) of the signed Client Advisory Agreement.
(2) No Tax or Legal Advice. Protocol Wealth does not provide tax, accounting, or legal advice and does not prepare tax returns or legal documents (such as wills or trusts). Nothing in this Agreement or in the Services constitutes tax or legal advice. The Client is responsible for all tax consequences of transactions in the Account and should consult a qualified attorney and/or tax professional regarding their specific situation; upon the Client's request, Protocol Wealth will reasonably coordinate with the Client's attorney and/or accountant.
(3) No Legal Proceedings. Protocol Wealth will not advise the Client or act for the Client in any legal proceedings, including bankruptcies or class actions, involving securities held for the Account.
(4) Referrals to Affiliated Professionals and Conflicts of Interest. Protocol Wealth personnel may have relationships with separate firms that provide other professional services ("Affiliated Firms"). If Protocol Wealth refers a Client to an Affiliated Firm, this creates a material conflict of interest. Protocol Wealth will deliver a separate written disclosure detailing the relationship. The Client is under no obligation to use any Affiliated Firm.
(5) Protocol Wealth Is Not Your Attorney or Your Accountant; Independent Counsel. Protocol Wealth is not the Client's attorney, accountant, or tax preparer, no attorney-client or accountant-client relationship arises from the Services, and no communication with Protocol Wealth is privileged. Where a trustee, plan fiduciary, personal representative, guardian, or other person acting for someone else is authorizing discretionary digital-asset or derivatives activity, Protocol Wealth recommends that they obtain independent legal counsel on whether the governing instrument and applicable law permit that authority before granting it. That recommendation is made because the question is one of fiduciary authority rather than investment merit — it is a question about the Client's own governing documents, which Protocol Wealth does not interpret for the Client.
26. Proxy Voting and Digital-Asset Governance
The Client retains exclusive responsibility for all proxy voting and digital asset governance decisions. The specific policies are set out in the service-specific terms in this document.
27. ERISA Accounts
If the Account is maintained on behalf of a plan subject to the Employee Retirement Income Security Act of 1974 ("ERISA") or similar government regulation, Protocol Wealth acknowledges that certain services it may provide could constitute investment advice to a retirement plan for compensation. As a result, Protocol Wealth may be considered a "fiduciary" as defined under Section 3(21)(A)(ii) of the Employee Retirement Income Security Act of 1974 ("ERISA"). Protocol Wealth will act in a manner consistent with fiduciary requirements under ERISA if, based on the facts and circumstances, these services make Protocol Wealth a fiduciary as a matter of law. The basis of the engagement is elected in the signed Client Advisory Agreement, not implied. ERISA Section 3(38) status requires a written acknowledgment of fiduciary status, so it cannot arise from a general qualification. One of the following applies, as recorded there:
(1) ERISA §3(21) — non-discretionary adviser. Protocol Wealth gives investment advice for a fee and is a fiduciary under Section 3(21)(A)(ii) as to that advice. It does not exercise discretionary authority or control over the management of the plan or the management or disposition of plan assets, is not an "investment manager" under Section 3(38), and does not acquire or dispose of plan assets. The named fiduciary decides whether to act on the advice.
(2) ERISA §3(38) — discretionary investment manager. Protocol Wealth is appointed as an investment manager under Section 3(38), acknowledges in writing that it is a fiduciary with respect to the plan assets in the Account, and manages, acquires and disposes of those assets on a discretionary basis within the mandate recorded in the Agreement.
Under either election Protocol Wealth is not the "Administrator" of the plan as defined in ERISA, has no discretionary authority or responsibility in administering the plan or interpreting its documents, and is a fiduciary only as to the assets in the Account.
The Client agrees to maintain ERISA fidelity bonding for the Account as required by law and to include Protocol Wealth and, as applicable, Protocol Wealth personnel within the coverage of such bond to the extent required.
The Client affirms that retaining Protocol Wealth and any instructions given regarding the Account are consistent with applicable plan and trust documents and agrees to provide Protocol Wealth with copies of such governing documents upon request. The individual signing this Agreement on the Client's behalf acknowledges status as a "named fiduciary" with respect to the control and management of the assets held in the Account and agrees to notify Protocol Wealth promptly of any change in the identity of such fiduciary. The Client further recognizes that the Account represents only a portion of the plan's assets and that Protocol Wealth has no responsibility for ensuring the plan's overall compliance with ERISA, the Internal Revenue Code, or other applicable laws or governing documents, except to the limited extent of Protocol Wealth's services with respect to the Account as described in this Agreement.
If the Client's Account is ERISA-covered and holds digital assets, Protocol Wealth's fiduciary duty applies to those assets on the same terms as to any other asset in the Account — a fiduciary as to the Account is a fiduciary as to everything in it, and an asset class cannot be carved out of that duty by agreement. What the Agreement records is which assets are IN the Account, not which of them the duty reaches. Digital-asset holdings may require separate oversight, custodial arrangements, and additional risk disclosures (see the digital-asset risk disclosures published at protocolwealthllc.com/disclosures).
28. Client Death or Disability (incl. Digital-Asset Succession)
The Client's death or legal incapacity will not automatically terminate this Agreement. Upon receiving written notice and satisfactory proof of such an event, Protocol Wealth will act as follows:
(1) Authorized Representative. If the Client has a legally appointed representative (such as an agent under a power of attorney, a trustee, an executor, or a court-appointed conservator), Protocol Wealth will follow their instructions upon receiving official documentation confirming their authority.
(2) No Designated Representative. In the absence of an authorized representative, the account will be governed by the applicable state's estate and succession laws. Protocol Wealth will place a temporary restriction on the account to safeguard the assets and await formal legal instruction, such as Letters Testamentary or a court order.
(3) Digital Asset Succession. The Client understands and agrees that the policies and procedures for succession depend on how and where the digital assets are held:
(a) Assets Managed by Protocol Wealth. At a Qualified Custodian (e.g., Anchorage Digital Bank, BitGo): For assets held directly at a Qualified Custodian, succession and recovery are governed exclusively by the policies and procedures of that specific institution. The Client's authorized fiduciary or heir will be required to engage directly with the custodian and satisfy their specific legal and documentation requirements (such as providing death certificates, letters testamentary, or court orders). Protocol Wealth will assist in coordinating this process but is not responsible for the custodian's policies or their successful execution. In a Client-Owned Self-Custody Wallet: Protocol Wealth holds no key material for that wallet and cannot recover it.
(b) Client's Self-Custodied Assets. The Client is solely and exclusively responsible for the succession and recovery of any digital assets held outside of Protocol Wealth's management, including assets in personal hardware wallets, software wallets, or on other platforms. Protocol Wealth has no ability or responsibility to assist in recovering these assets. The Client is strongly advised to maintain a comprehensive personal digital estate plan to prevent the permanent loss of all self-custodied assets.
29. Termination
Either the Client or Protocol Wealth may terminate the advisory relationship at any time on written notice to the other. Termination is effective when that notice is received, or on a later date the notice specifies.
Protocol Wealth bills its fees in arrears, after the services are rendered. Asset-based fees are billed monthly on the average daily balance for the month, unless the Client Advisory Agreement states a different basis for a fee. Any flat retainer is billed monthly after each month of service. Protocol Wealth does not charge a minimum fee and does not require fees to be paid in advance. If the Client terminates within five (5) business days of entering into the Client Advisory Agreement, no fee is charged. After that period, the final fee covers only the period through the effective date of termination, prorated for a partial month. If any fee has nonetheless been paid in advance, Protocol Wealth refunds it in full if the Client terminates within five (5) business days, and otherwise refunds the unearned portion on a pro-rata basis through the effective date of termination.
Termination does not affect the settlement of transactions already initiated, obligations either party has already incurred, or any provision of these Terms that by its nature survives — including confidentiality, the client representations in Section 8, and the non-waiver provisions in the Precedence section. On termination Protocol Wealth ceases to advise on the Account, and the Client is responsible for the Account and for any open positions, including any open derivatives positions and posted collateral. The Client should give the Custodian any instructions needed to transition the Account.
30. Assignment
Protocol Wealth will make no assignment of the Client Advisory Agreement or of these Terms without the Client's consent. "Assignment" has the meaning given in Section 202(a)(1) of the Investment Advisers Act of 1940, which includes an indirect transfer of a controlling block of Protocol Wealth's ownership interests — so a change of control of the firm is an assignment even though no agreement changes hands.
Protocol Wealth will notify the Client before an assignment takes effect and will describe how the Client may consent or decline. The Client may terminate under Section 29 instead of consenting.
The Client may not assign the Client Advisory Agreement or these Terms without Protocol Wealth's written consent.
31. Governing Law
The Client Advisory Agreement and these Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules, and by applicable federal law.
Nothing in this Section waives, or requires the Client to waive, any right the Client has under the Investment Advisers Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, or any other federal or state law that cannot be waived — including any right to bring an action in a particular forum that such a law preserves. Section 13 (Foreign Client Representations) states the additional representations that apply where the Client is a non-U.S. person or entity; this Section governs the agreement generally.
32. Amendment
Changing the terms of a signed Client Advisory Agreement requires the Client's written or legally effective electronic agreement. Protocol Wealth may update these General Terms and Conditions as described under "How these terms change" above.
33. Entire Agreement; Non-Waiver of Advisers Act Rights; Validity
Entire Agreement. This Agreement represents Protocol Wealth's entire understanding regarding the matters specified herein. No other agreements, covenants, representations, or warranties, express or implied, oral or written, have been made by any party to any other party concerning the subject matter of this Agreement.
Non-Waiver of Advisers Act Rights. Nothing in this Agreement shall be construed to waive, limit, or cause the Client to waive compliance with any provision of the Investment Advisers Act of 1940 or any rule or order thereunder, or any right of action the Client may have under federal or state law. Consistent with Section 215 of the Advisers Act, any condition, stipulation, or provision purporting to bind the Client to waive compliance with the Advisers Act or any rule or order thereunder is void.
Validity. If any part of this Agreement is found to be invalid or unenforceable, it does not affect the validity or enforceability of the remainder of this Agreement.
Service-specific terms
These apply only where the corresponding service is marked INCLUDED in the signed Agreement.
A. Financial planning (non-discretionary)
Scope of Planning Services
Protocol Wealth provides financial planning and investment advice on a strictly non-discretionary basis, within the scope recorded in the signed Client Advisory Agreement. "Non-discretionary" means Protocol Wealth will not place trades, open or close accounts, move funds, or otherwise implement a recommendation without the Client's explicit prior authorization. The Client decides whether and how to implement any recommendation and executes all transactions.
Planning is an ongoing advisory relationship rather than the production of a single document. Protocol Wealth works with the Client to understand their circumstances, goals and constraints; analyses the areas relevant to those goals; and gives specific recommendations, revisiting them as circumstances, markets and law change. Protocol Wealth does not commit to producing a written plan that governs the engagement. Where a written summary, projection or checklist is useful it is provided, and any planning software used is a tool for that work rather than a deliverable Protocol Wealth is obliged to maintain.
The service suits clients who self-manage some or all of their assets, including held-away accounts such as workplace retirement plans or brokerage accounts Protocol Wealth does not manage. For a held-away account Protocol Wealth gives account-specific guidance and the Client executes it.
Advice relies on the information the Client provides and on data Protocol Wealth is authorized to access, and is only as current as that information. Protocol Wealth does not provide legal or tax advice; tax or estate strategies are coordinated with the Client's attorney or CPA as appropriate.
Meeting frequency, the areas covered, and any written output are as agreed with the Client and recorded in the signed Client Advisory Agreement, and none of them is promised at a fixed cadence by these Terms.
Planning Technology Suite
Service includes client access to RightCapital or similar online platform for financial modeling and portfolio analysis.
Non-Discretionary Nature; Client Implementation Responsibility
The success of the financial planning process is a shared responsibility. The Client agrees to: (1) Provide complete and accurate information regarding their financial situation, goals, and relevant documents in a timely manner; (2) Notify Protocol Wealth of any material changes to their financial or personal circumstances (e.g., change in employment, marital status, or significant inheritance); and (3) Acknowledge that the Client is solely responsible for the implementation of any and all recommendations provided under this non-discretionary service.
Limitations. (1) Non-Discretionary Service. All services provided under this section are advisory in nature. Protocol Wealth has no authority to execute transactions or implement recommendations on the Client's behalf. (2) No Legal or Tax Advice; Document Preparation. Protocol Wealth does not provide legal or tax advice, nor does it prepare legal (e.g., wills, trusts) or tax documents. Protocol Wealth will coordinate with the Client's chosen attorneys and accountants at their direction.
Scope Limitation — No Ongoing Supervision, Monitoring, or Reporting (Non-Discretionary)
Except to the extent ongoing advisory support is recorded in the signed Client Advisory Agreement, the planning services are non-discretionary and are not a monitoring service: Protocol Wealth has no duty to supervise, continuously monitor, or report on the Client's accounts, held-away assets, or investments, and no obligation to issue account statements or performance reports, or to alert the Client to market or account developments, absent a separate written engagement. The Client is responsible for implementing, maintaining, and monitoring the plan and for the custody, execution, and outcomes of any account the Client self-manages. This scope limitation does not reduce the fiduciary duty of care Protocol Wealth owes with respect to the advice it does render.
Planning fees
(1) Planning with an Advisory Retainer. For Clients whose signed Client Advisory Agreement provides for a flat advisory retainer, the Financial Planning Services described in this section are covered by that retainer, at the scope and review cadence of the retainer tier stated in §3 (Fees and billing). No separate planning fee is charged.
(2) Planning with Investment Management. For Clients whose signed Client Advisory Agreement marks an investment-management service as INCLUDED, the Financial Planning Services described in this section are available at the Client's request, while that agreement is in effect, at no fee beyond the asset-based fee. Planning beyond that scope, such as more frequent scheduled reviews or bespoke customization, is priced as a retainer tier only if the Client elects it in the signed Client Advisory Agreement.
(3) Project Engagements. Planning work done as a project engagement is billed at the fixed project fee stated in the signed Client Advisory Agreement.
(4) No Asset Minimum. Eligibility under (1) or (2) does not depend on the amount of the Client's assets.
B. Traditional asset management
Grant of Discretionary Authority
For this section, "Traditional Assets" means marketable securities held at a qualified custodian, such as equities, exchange-traded funds, mutual funds, and investment-grade fixed income; it excludes digital assets, private funds, annuities, insurance products, real estate, collectibles, and other non-marketable or held-away assets unless expressly agreed upon in writing.
Client grants Protocol Wealth ongoing discretionary authority to manage Traditional Assets in the Account(s), including the authority to buy, sell, and exchange securities; determine target and tactical asset allocations; and select or remove securities and funds, all without prior consultation on each transaction. Protocol Wealth may also deduct advisory fees from the Account(s) as authorized in this Agreement. Protocol Wealth will develop and implement an investment strategy designed to align with the Client's objectives and risk profile as established in the client-specific scope recorded in the signed Client Advisory Agreement and the Investment Policy Statement (IPS). Services include Investment Strategy Development, Portfolio Construction, Ongoing Management, a Rebalancing Policy, and Performance Reporting, as further described below.
Investment Policy Statement; Client-Imposed Restrictions
Investment Strategy Development. Creation and periodic refinement of a tailored IPS that outlines the Client's objectives, time horizon, liquidity needs, constraints, and risk tolerance, and identifies any reasonable investment restrictions approved by Protocol Wealth. Portfolio Construction: Selection of an appropriate asset allocation and the underlying securities and/or funds (which may include individual stocks, bonds, ETFs, and mutual funds) to implement the IPS, with due consideration of costs, taxes, and trading efficiency. Ongoing Management: Ongoing monitoring of the portfolio and discretionary adjustments Protocol Wealth deems appropriate in response to market conditions, taxable events, product changes, or changes in the Client's circumstances communicated to Protocol Wealth.
Client Investment Restrictions. The Client reserves the right to impose reasonable restrictions on investment activities. Any specific prohibitions, preferences, or constraints will be mutually agreed upon and formally documented in the Investment Policy Statement (IPS), which will govern all investment decisions for the portfolio.
Rebalancing and Allocation Bands
Portfolios will be reviewed regularly and rebalanced as needed to adhere to the target asset allocation defined in the IPS. Unless otherwise specified in the IPS, Protocol Wealth generally rebalances when asset class weights breach tolerance bands of approximately 20% of their target weight (e.g., a 10% target rebalanced near 8% or 12%) or on at least an annual basis, taking into account trading costs and tax considerations.
Performance Reporting
Protocol Wealth may provide performance reporting, at the frequency recorded in the signed Client Advisory Agreement. It is supplemental: the Custodian's official account statements and tax documents are the record, and any report Protocol Wealth provides should be reconciled to them. Performance reports are for informational purposes and may use selected benchmarks reasonably aligned with the portfolio's asset mix; benchmarks are unmanaged and for comparison only.
Brokerage and Custody of Assets
All Client assets under this section shall be held in the Client's name at a qualified independent custodian (e.g., Altruist or Schwab) (the Custodian). The Custodian is responsible for trade settlement, safekeeping, and the issuance of official account statements and tax forms. Where the Client authorizes Protocol Wealth to deduct advisory fees, Protocol Wealth is deemed to have custody of Client assets because of that authorization. The Client authorizes Protocol Wealth to issue trade instructions to the Custodian and to deduct advisory fees as disclosed in this Agreement. Protocol Wealth may, when it reasonably believes it is in the Client's best interest, execute transactions through or "trade away" to another broker, which may result in additional commissions or fees as described in Protocol Wealth's Form ADV.
Options Trading
Options and derivatives activity on traditional securities is governed by the Options and Derivatives Addendum to the signed Client Advisory Agreement. This Schedule does not authorize it. See Schedule E.
Proxy Voting and Corporate Actions
The Client retains exclusive responsibility for all proxy voting decisions related to securities held in the Account(s). Protocol Wealth will not vote proxies on the Client's behalf. Protocol Wealth may, upon request, provide general information regarding proxy matters as an accommodation. The Client is responsible for responding to corporate actions, class action claims, and reorganization decisions; Protocol Wealth may provide information or assistance upon request but does not undertake to monitor or act on such matters.
Trading and Allocation Practices; Best Execution
Protocol Wealth may aggregate orders for multiple clients when it believes aggregation is likely to result in an overall economic benefit and will allocate aggregated trades in a fair and equitable manner over time consistent with Protocol Wealth's trade allocation policies. Protocol Wealth seeks best execution where applicable, considering price, liquidity, total cost or proceeds, fees, slippage, execution quality, and other factors. For onchain execution across decentralized venues a survey of every available venue is not achievable; the obligation is reasonable diligence in the circumstances of the market being traded, not a guarantee of the best available price on any given order. Trade errors, if any, will be handled in accordance with Protocol Wealth's trade error policy, with the objective that the Client will be made whole and not bear losses caused by Protocol Wealth's error.
Taxes and Coordination with Advisors
Protocol Wealth's services do not include preparing tax returns or providing legal or tax advice. Protocol Wealth may consider tax implications in making investment decisions (for example, loss harvesting, asset location, or gain realization), but the Client remains responsible for all tax consequences of transactions. The Client should consult with their tax advisor; upon the Client's request, Protocol Wealth will reasonably coordinate with the Client's CPA or attorney.
Client Responsibilities; No Guarantee
The Client agrees to provide complete and accurate information and notify Protocol Wealth promptly of material changes to circumstances, goals, or constraints. Protocol Wealth's management relies on the information the Client provides, and data feeds authorized by the Client. The Client should carefully review Custodian statements and promptly advise Protocol Wealth of any discrepancies.
No Guarantee. Investment recommendations and results are subject to market risk, including loss of principal. Past performance does not guarantee future results. Targets, forecasts, or forward-looking statements are based on assumptions and are not guarantees of future performance.
C. Digital-asset management
Definitions
For purposes of this section: "Digital Assets" means cryptographically secured fungible or non-fungible tokens recorded on a distributed ledger (including, for example, Bitcoin, Ether, and ERC-20 tokens), but excludes any asset Protocol Wealth designates as unsupported. "Qualified Custodian" means a custodian that meets applicable regulatory standards for safeguarding client assets. "MPC Wallet" means a multi-party computation (MPC) wallet with policy-based controls, such as a wallet on the Fordefi platform, in which signing authority is divided into cryptographic shards instead of a single private key. An MPC Wallet is not held by a Qualified Custodian; its custody status is described under Custody Framework below. "OTC Derivatives" means bilateral, over-the-counter financial contracts, including but not limited to options, perpetuals, and swaps, where the underlying asset is a Digital Asset and the contract is not cleared through a central clearinghouse. "ECP" means an "Eligible Contract Participant" as defined in Section 1a(18) of the Commodity Exchange Act.
Grant of Discretionary Authority — Digital Assets
The Client grants Protocol Wealth ongoing discretionary authority to manage Digital Assets within the Account(s), including the authority to buy, sell, exchange, and otherwise transact in supported Digital Assets; to participate in onchain activities as described below; and to transfer assets among Client-approved venues and accounts, all without prior consultation for each transaction, subject to the controls and limitations in this section and the Client's written restrictions. This transfer authority does not extend to a wallet in which the Client is the sole signer, from which Protocol Wealth cannot move assets: Protocol Wealth may prepare and recommend a transfer, but the Client authorizes and signs it. Protocol Wealth will manage the Account(s) to align with the Client's objectives and risk profile as established in the client-specific scope recorded in the signed Client Advisory Agreement and any applicable investment policy.
Portfolio Management. Discretionary buying, selling, exchanging, and holding of Digital Assets on supported trading venues or through the Custodian, considering liquidity, venue quality, slippage, spreads, and costs.
On-Chain Activity (Staking, DeFi, Liquidity Provision)
Discretionary participation in onchain activities that Protocol Wealth deems reasonably appropriate and operationally supportable, which may include staking (custodial or native), delegated staking, re-staking, protocol-native lending/borrowing, providing liquidity, and interacting with decentralized protocols (DeFi). Protocol Wealth applies its duty of care to these activities, which includes considering smart-contract, counterparty, slashing, validator, bridge and protocol risk to the extent it can be assessed from available information; the Client acknowledges such risks cannot be eliminated, and that some cannot be assessed in advance at all.
Asset Transfers
Transfers among Client-approved Qualified Custodians and MPC Wallets to implement strategy, rebalance, fund onchain activity, or manage operational risk. Transfers will be limited to whitelisted addresses and subject to wallet policy controls.
Custody Framework
(1) Custodians and Wallets. Protocol Wealth will utilize a combination of Qualified Custodians (e.g., Anchorage Digital Bank; BitGo is also available, though no client assets are held there today); institutional MPC wallets such as Fordefi, held in the Client's own workspace, in which Protocol Wealth may be a member and a signer; and Client-owned self-custody wallets in which the Client is the sole signer, as authorized by the Client. Where the Client authorizes Protocol Wealth to deduct advisory fees, Protocol Wealth is deemed to have custody of Client assets because of that authorization. Protocol Wealth does not have unilateral control of private keys. The Custodian is responsible for safekeeping, settlement, and the issuance of official statements for custodied assets.
Fordefi is not a Qualified Custodian. In an MPC Wallet on the Fordefi platform, Fordefi holds one shard and Protocol Wealth holds one shard. The Client holds the ultimate backup, secured either through Coincover or through a recovery phrase held by the Client; Protocol Wealth does not hold the backup and cannot recover the wallet on its own. Transactions are governed by the wallet's policy engine: Protocol Wealth can transact only within the strategies and destination addresses the Client has approved, and Protocol Wealth and Coincover, acting together, cannot move Client assets without the Client. Because Protocol Wealth cannot send Client assets to any destination the Client has not approved, and cannot recover or reconstitute a wallet without the Client, Protocol Wealth does not believe this arrangement gives it custody of those assets within the meaning of Rule 206(4)-2 under the Investment Advisers Act of 1940. Regulators have not issued guidance addressing multi-party computation wallet arrangements of this kind, and this position is Protocol Wealth's own interpretation. A regulator could reach a different conclusion, in which case additional requirements, including the use of a qualified custodian and an annual surprise examination by an independent public accountant, could apply to these assets.
Where assets allocated to a sub-adviser are transferred to a smart contract vault, the Client's wallet holds a token representing the interest in that vault. Assets held in a vault are not held by a Qualified Custodian, Protocol Wealth does not hold or receive them, and the same interpretive uncertainty applies to them.
(2) Security and Key Management. The Client authorizes Protocol Wealth to assist in configuring wallet policy controls (such as approval requirements, whitelists, and velocity limits) within the Client's MPC Wallet and to support access to any key-backup or recovery service the Client elects, which is established in the Client's name with the recovery material delivered to the Client and not to Protocol Wealth. Protocol Wealth does not guarantee the performance, security, or availability of any third-party provider and is not liable for losses caused by third-party failures or the Client's failure to protect credentials, devices, or recovery materials.
(3) Authorizations. Transaction authorization thresholds and approval workflows for MPC Wallets will be documented in writing. Protocol Wealth does not effect transfers from a wallet in which the Client is the sole signer; the Client authorizes and signs each such transfer.
Client Investment Restrictions
The Client may impose reasonable written restrictions (for example, prohibitions on specific assets, chains, protocols, leverage, or derivatives). Protocol Wealth must accept any restriction in writing before it becomes effective. Restrictions may cause the portfolio to deviate from targets, increase costs or taxes, limit participation in onchain opportunities, or materially impact performance.
Options, Leverage, and Derivatives
Unless expressly authorized in writing by the Client, approved by the Custodian or venue, and determined suitable by Protocol Wealth, Protocol Wealth will not employ margin, leverage, perpetuals, futures, options, or other derivatives referencing Digital Assets. Furthermore, unless OTC Derivatives is marked INCLUDED in §2 (Services, authority and scope) of the signed Client Advisory Agreement and the Client's eligible-contract-participant status has been verified, Protocol Wealth is strictly prohibited from employing margin, leverage, or derivatives in the management of Digital Assets. Any unauthorized use of these instruments shall be considered a violation of this Agreement.
Valuation, Reporting, and Benchmarks
(1) Valuation. Portfolio values for Digital Assets will be based on pricing sources Protocol Wealth reasonably selects (for example, the Custodian's marks, consolidated vendor pricing, or venue mid-prices). Prices may vary across venues, may be unavailable during outages, and are subject to rapid change.
(2) Reporting. Protocol Wealth may provide performance reporting for information purposes, at the frequency recorded in the signed Client Advisory Agreement. The Client should review Protocol Wealth's reports alongside and reconcile them to official custodian statements for custodied assets and to MPC Wallet transaction records.
(3) Benchmarks. If used, benchmarks are unmanaged and provided solely for comparison; they may not reflect onchain activity or illiquidity.
Rewards, Fees, and Network Costs
(1) Rewards. Staking rewards, airdropped tokens, fee rebates, and protocol incentives attributable to the Account(s) will accrue to the Client, net of any fees, slashing penalties, validator commissions, custodian charges, or network fees, unless otherwise agreed in writing.
(2) Network Fees. Network fees (gas), custodian fees, and reasonable third-party charges are borne by the Client and are paid from the account or wallet in which the transaction occurs. Where assets are in the Client's self-custody wallet, those fees are paid from that wallet when the Client authorizes the transaction. High network congestion may result in elevated fees or delayed execution.
Forks, Airdrops, and Protocol Events
In the event of a network fork, token migration, re-denomination, airdrop, chain reorganization, or similar event, Protocol Wealth will exercise reasonable discretion regarding whether and how to support, claim, or dispose of resulting assets, considering security, legality, custody support, and operational feasibility. Protocol Wealth is not required to support assets or chains it deems unsupported or impracticable. Unclaimed assets may expire or become worthless.
Trading, Venues, and Best Execution
Digital Asset trading may occur through custodial brokers, OTC counterparties, or on-venue DEX/CEX platforms. "Best execution" is assessed holistically, considering price, liquidity, fees, slippage, settlement risk, and operational risk; venue outages and fragmentation may impair execution quality. Protocol Wealth may aggregate orders when appropriate and will allocate fills fairly over time consistent with its allocation policies. Trade errors, if any, will be handled under Protocol Wealth's trade error policy with the objective that the Client will be made whole for losses caused by Protocol Wealth's error.
Compliance; Sanctions; Travel Rule
Protocol Wealth and its service providers may be required to collect, verify, and share Client and transaction information to comply with anti-money laundering (AML), counter-terrorist financing (CTF), sanctions screening (e.g., OFAC), and "Travel Rule" requirements. If Protocol Wealth or a service provider reasonably believes a transaction may violate applicable law or policy, execution may be delayed, blocked, or refused without liability to Protocol Wealth.
Taxes and Coordination with Advisors
Protocol Wealth may consider tax implications (for example, gain/loss realization, lot selection) but does not prepare tax returns or provide tax or legal advice. The Client is responsible for all tax consequences and for consulting their tax advisor. Upon request, Protocol Wealth will reasonably coordinate with the Client's CPA or attorney.
Acknowledgment of Risk
The Client acknowledges that Digital Assets and onchain activities involve unique, substantial, and speculative risks, including but not limited to smart-contract exploits; validator/slashing risk; bridge, oracle, and protocol failures; exchange and counterparty risk; hacking, theft, or loss of private keys; chain halts or reorganizations; regulatory changes; extreme volatility; illiquidity; and loss of principal. By selecting this service, the Client confirms they have received, read, and understood the Digital Asset Risk Disclosures in the digital-asset risk disclosures published at protocolwealthllc.com/disclosures.
Digital Asset Governance and Estate Planning
(1) Governance. The Client retains sole responsibility for voting or otherwise exercising any governance rights associated with Digital Assets. Protocol Wealth will not exercise governance rights on the Client's behalf but may provide non-binding information upon request.
(2) Estate Planning. The Client is solely responsible for establishing and maintaining an effective succession plan so fiduciaries can access necessary credentials and recovery materials. Protocol Wealth cannot recover assets if credentials, seeds, or recovery shares are lost or inaccessible.
Client Responsibilities; Service Availability; No Guarantee
The Client agrees to safeguard credentials and devices; maintain current contact information; promptly notify Protocol Wealth of material changes to circumstances, constraints, or authorized wallets; and review custodian statements and wallet activity for accuracy. Protocol Wealth's services rely on information the Client provides and on third-party data feeds authorized by the Client.
Service Availability. Access to custodians, wallets, protocols, or networks may be limited or unavailable due to maintenance, congestion, or outages, which may delay transactions, valuation, or reporting. Protocol Wealth is not responsible for losses or delays attributable to such third-party or network events.
No Guarantee. Targets, forecasts, yield rates, and forward-looking statements are based on assumptions and are not guarantees of future results. Participation in staking, lending, liquidity provision, or other onchain activities may result in the loss of principal and rewards, including through slashing, smart-contract failure, or market movement.
D. Qualified custody
Qualified Custodian Appointment
All securities and other traditional assets must be held in an account at a qualified independent custodian ("Custodian"), such as Altruist or Schwab, titled in the Client's name. For Digital Assets held in qualified custody, Protocol Wealth will utilize Qualified Custodians (e.g., Anchorage Digital Bank; BitGo is also available, though no client assets are held there today) as authorized by the Client. Where the Client authorizes Protocol Wealth to deduct advisory fees, Protocol Wealth is deemed to have custody of Client assets because of that authorization. Protocol Wealth does not have unilateral control of private keys. Protocol Wealth is authorized to instruct the Custodian to carry out transactions for the Client. Subject to and without limiting Protocol Wealth's fiduciary duty to select and monitor the Custodian with reasonable care, Protocol Wealth is not liable for the independent acts or omissions of the Custodian that are beyond Protocol Wealth's reasonable control.
Custodial Account Control and Reporting
The Custodian is responsible for trade settlement, safekeeping, and the issuance of official account statements and tax forms, which serve as the definitive record for the Account. The Client authorizes Protocol Wealth to issue trade instructions to the Custodian and to deduct advisory fees as disclosed in this Agreement. The Client should review Protocol Wealth's reports alongside and reconcile them to the official custodian statements, and promptly advise Protocol Wealth of any discrepancies.
Digital-Asset Qualified-Custody Risk
The Client understands and agrees that custody of Digital Assets involves unique and significant risks. While some Digital Assets may be held with a specialized Digital Asset Qualified Custodian ("QC") such as Anchorage Digital Bank or BitGo, Protocol Wealth does not guarantee the performance, security, or availability of any third-party custodian and is not liable for losses caused by the failure, breach, or malfunction of any third-party QC. For assets held directly at a Qualified Custodian, succession and recovery are governed exclusively by the policies and procedures of that specific institution.
E. Options strategies
Options, futures, and derivatives services — listed and OTC, on traditional securities and on digital assets — are governed by the Options and Derivatives Addendum to the signed Client Advisory Agreement, not by this Schedule.
That Addendum carries the elections, the suitability and Eligible Contract Participant representations, the Options Disclosure Document acknowledgment, the conservative-strategy restriction, the agency relationship, and the prohibition on employing margin, leverage or derivatives in the management of Digital Assets where the service has not been elected and eligibility verified.
Marking a service INCLUDED in §2 of the signed Client Advisory Agreement does not by itself authorize options or derivatives activity; the Addendum must be signed.
Risk is described in Protocol Wealth's Options and Derivatives Risk Disclosure, which states current risk and practice and is superseded by a later edition rather than amended.
Protocol Wealth, LLC is an investment adviser registered with the U.S. Securities and Exchange Commission. Registration does not imply a certain level of skill or training. Investing involves risk, including possible loss of principal.
Protocol Wealth, LLC — General Terms and Conditions, effective October 15, 2026.