Diogenes Financial LLC
    2510 6TH AVE UNIT 3004
    Seattle, WA 98121

    Investment Advisory Agreement

    I, , [hereinafter “Client”] hereby appoint Diogenes Financial LLC [hereinafter “Advisory”] to provide investment advisory services for Client’s account(s) [hereinafter “Account”]according to the following terms and conditions of this agreement [hereinafter “Agreement”].

    1. Services requested- Advisory is to provide Account management service for the Client.

    Advisory is to invest and reinvest the securities, cash, and other investments held in the Account and engage in such transactions on the Client’s behalf. If the Client does not grant discretionary authority, the Advisory will obtain the Client’s prior oral or written approval for all transactions. All transactions for Account will be made for the Client’s interest and investment goals. Advisory will initiate transactions in Account, including selecting, buying, and selling securities. Advisory will primarily invest Account in stocks, bonds, exchange-traded funds(ETFs), and some derivative securities such as options.

    2. Fees and expenses-

    Advisory will not be compensated on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of the Client except as permitted under WAC 460-24A-150.

    Management fees will be billed quarterly after the quarter ends. To calculate the fee, the rate stated in this Agreement will be multiplied by the custodian’s valuation of the Account at market close on the last day of the quarter, and any withdrawals or deposits in that time frame will be prorated for the portion of time for which the funds were managed. For partial billing periods, management fees will be prorated based upon the number of days the Account was open during the partial billing period. Financial planning fees will be offset for related advisory services of assets being managed by Advisory.

    Client opts to pay Account management fees via:

    By initialing here: , this Agreement gives the Advisory the authority to automatically deduct advisory fees from Account held with a qualified custodian. Advisory thereby has custody of the managed Account as defined in WAC 460-24A-005(6) solely because of the authority to directly deduct fees from Account. Each time a fee is directly deducted from Account, Advisory will provide notice to the qualified custodian and an itemized invoice to the Client electronically unless otherwise requested. Itemization includes the formula used to calculate the fee, the fee calculation itself, the amount of assets under management the fee is based on, and the time period covered by the fee. Advisory must include the name of the custodian(s) on the fee invoice. Advisory does not have authority to deposit or withdraw from Account, with the exception of valid advisory fees. If Client opts to pay from funds outside of the managed Account, Advisory accepts bank transfers and checks.

    3. Discretionary Authority-

    Client opts for Advisory to have:

    By initialing here: , Client hereby appoints Advisory to have limited discretionary authority with Limited Power of Attorney to initiate transactions in their Account. This includes selecting, buying, and selling securities, including executing trades without Client’s prior approval. Advisory will manage Account primarily by investing in stocks, bonds, exchange-traded funds(ETFs), and some derivative securities such as options; all of which will be suitable to Client goals, risk tolerance, and any other restrictive or inclusive criteria specified by Client. If Client includes appropriate option agreements, Advisory has complete authority to write, buy, and sell options on securities. Client understands that Advisory will not have discretionary authority for Account unless Client has given the authority by initialing above. If Client desires any restrictions on securities or types of securities, enter the restrictions in the line below.

    Restrictions on discretion:


    If Client appoints Advisory to manage their Account with non-discretionary authority, Advisory will select and suggest investments, but no transactions will be executed without Client’s pre-approval.

    4. Fiduciary Duty- As a fiduciary advisory, the Advisory owes the Client a fiduciary duty to put the Client’s interest first, which includes, but is not limited to, a duty of care, loyalty, obedience, and utmost good faith.

    5. Custody- Client has appointed Interactive Brokers(hereinafter “Custodian”) to be the qualified custodian to hold possession of the assets in the Account. The Custodian will provide quarterly account statements directly to Client which detail all transactions, holdings, and the current market value of the Account. Clients should carefully review these statements and should compare the custodial statements with statements sent from the Advisory.

    6. Conflict of Interest- The Advisory must disclose conflicts of interest prior to executing related transactions.

    7. Proxy Voting- The proxy voting rights will be fully retained by the:

    8. Term- For managed Account, this Agreement will continue unless modified or canceled by one party. If modifications to material items are made, a new Agreement will be signed to replace this Agreement. Advisory will make no direct or indirect assignment or transfer of the Agreement without the written consent of Client or other party to the Agreement. Advisory may not assign an Agreement through implied or negative consent. In the event of Client death, disability, or incapacitation, the Agreement will continue as stated until Client’s executor, attorney, or other authorized representative terminates this Agreement by giving written notice to the Advisory.

    9. Termination- Either party may terminate the Agreement without penalty with a written request with 5 days notice of the date of termination. Overpaid or underpaid fees will be pro-rated based on the terms stated. Clients reserve the right to terminate the Agreement within 5 business days of its signing without penalty if not presented with a brochure at least 48 hours prior to signing the Agreement. Following any termination of this Agreement, the investment advisory relationship between Advisory and Client will end. Client assumes responsibility for all Account assets, and Advisory will have no further service obligations. Client will be responsible for any transactions initiated prior to termination and will remain liable to Advisory for payment of fees; this pertains to services after the initial 5 business days that the client enters into the contractual engagement.

    10. Revisions- Advisory must obtain Client's written consent in order to revise any material terms of the Agreement.

    11. Disclosure- Advisory must deliver the Form ADV Part 2A Brochure required by WAC 460-24A-145 to an advisory Client not less than forty-eight hours prior to entering into this Agreement with Client. Client acknowledges receipt of the Advisory’s Form ADV Part 2A Brochure containing all necessary information regarding the Advisory’s services and fees and the Advisory’s Form ADV Part 2B Brochure Supplement. If the brochure is provided at the time of entering into any this Agreement, Client has a right to terminate this Agreement without penalty within five business days after entering into the Agreement. This Agreement is considered entered into when all parties have signed the Agreement, or otherwise signified acceptance.

    12. Electronic Documents- All required documents specified in WAC 460-24A-145 will be provided via electronic delivery unless specified otherwise by Client. Client can opt to receive paper documentation by submitting a written request via email or US Postal Service mail to the Advisory corporate address at any time. Advisory prefers email for all communication to ensure a written record with the quickest delivery.

    13. Governing Law- To the extent federal law does not apply to this Agreement, it shall be construed in accordance with the laws of the state of Washington.

    14. Liability- This Agreement does not waive any Client legal rights. For Clients residing in Washington, this Agreement does not waive or limit compliance with, or require indemnification for any violations of, any provision of the Securities Act of Washington, chapter 21.20 RCW, or the rules adopted thereunder.

    15. Risk Acknowledgment- All investments carry risk and can lose value. Past performance is not a guarantee of future success. Client acknowledges that their Account may lose value, and there is no assurance that they will profit from any investment, despite the Advisory’s best efforts.

    16. Valuation- All valuations will be performed by the custodian and relied upon by Advisory. Any valuation shall not be deemed a guarantee with respect to the value of the assets of the Account. Client will receive monthly statements from the custodian valuing the investment positions of the portfolio.

    17. Client Representations- Client is a natural person who is a USA citizen or a resident, is at least 18 years old, and is not on a governmental list of prohibited individuals. Client information provided to Advisory is current, accurate, and truthful. Client agrees to notify Advisory in writing via email or mailed letter of any change to the information provided within thirty days of a change. Client agrees to hold Advisory harmless for any and all loss, liability, tax, penalty, action, damage, expense, or fee of any nature, and to indemnify Advisory for any losses arising from Client’s failure to provide information that is current, accurate, and truthful.

    Nothing in this Agreement may be interpreted to limit or modify the investment adviser’s fiduciary duties to its Clients and nothing in this Agreement shall be deemed a waiver of any right or remedy that a Client may have under federal or state securities laws. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith.

    18. Confidentiality- Except as required by law, Advisory will keep confidential all information concerning Client’s identity, financial affairs, or investments. No third parties will be given access to Client information unless Advisory is legally compelled to do so, or Client grants permission upon request.

    19. Force Majeure- Neither Client nor Advisory shall be responsible to the other for delays, errors, or breach of this Agreement occurring solely by circumstances beyond control of the Client or Advisory, including acts of civil or military authority, emergencies, fire, pandemic, extreme weather, acts of God, insurrection, war, riots, or failure of infrastructure.

    20. Severability- Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall not render invalid or unenforceable the remaining terms or provisions of this Agreement.

    21. Electronic Delivery-

    22. Receipt of required disclosures-


    Each party agrees that this Agreement may be electronically signed, and that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.