Investor Club

Centimillionaire Advisors, LLC - Investment Advisory Agreement

The undersigned (“Client”), being duly authorized, has established an account (the “Account”) and hereby agrees to engage Centimillionaire Advisors, LLC (“CA LLC”) on the following terms and conditions.

I. Appointment of CA LLC.

Client hereby appoints CA LLC as investment adviser for the Account, to be fully activated upon completion of the first investment made. Client agrees to promptly notify CA LLC in writing of any changes to the information contained on the Investment Policy Statement or other information pertinent to the Account.

II. Services by CA LLC.

By execution of this Agreement, CA LLC hereby accepts the appointment as investment adviser for the Account in the area of direct investment deal origination. It is understood and agreed that CA LLC, in the maintenance of records for its own purposes, or in making such records or the information contained therein available to Client or any other person at the direction of Client, does not assume responsibility for the accuracy of information furnished by Client or any other person.

III. Authority.

(Non-Discretionary, Non-Trading Management) Client acknowledges that (i) CA LLC does not have discretionary authority; (ii) CA LLC will not purchase or sell securities; and (iii) it will be up to Client to implement transactions since CA LLC will not enter trades on behalf of Client.

IV. Client Accounts.

No client account opening or custody of assets will be required in this relationship. The role of CA LLC is to originate deal flow and bring unique direct investment deals to Client. If no investment is ever completed CA LLC is not effectively managing or advising on any assets, and this agreement serves simply as an upfront preset agreement as to the terms under which capital would be advised on if ever placed with CA LLC.

V. Service to Other Clients.

It is understood that CA LLC may perform investment advisory services for various clients and that the services provided by CA LLC are rendered on a nonexclusive basis.

Client agrees that CA LLC may give advice and take action in the performance of its duties with respect to any of its other clients which may differ with the advice given or action taken with respect to the Account. Nothing in this Agreement shall be deemed to confer upon CA LLC any obligation to acquire for the Account a position in any investment which CA LLC, its principals, or its employees may acquire for its or their own accounts or for the account of any other client, if in the sole and absolute discretion of CA LLC it is not for any reason practical or desirable to acquire a position in such investment for the Account.

VI. Liability.

CA LLC shall not be liable to Client for any independent acts or omissions by third parties. A person who is not a party to this Agreement has no rights to enforce any term of this Agreement and this Agreement shall not be deemed to create any third-party beneficiary rights

VII. Fees.

The compensation of CA LLC for its services rendered hereunder shall be calculated in accordance with the Schedule of Fees attached hereto as Exhibit II. Client shall be given thirty (30) days prior written notice of any proposed increase in fees. Any increase in fees shall be accompanied by an amendment or the execution of a new contract, with signatures from both parties evidencing acceptance of the new fees. Any increase in fees are for future investments going forward and are not retroactively applied to investments already closed under previous fee schedules.

VIII. Valuation.

The value of an asset will be computed at the time of sale or disposition or liquidation of the company, asset, or piece of real estate. There is no annual or ongoing appraisal or ongoing assessment/fee for value that may raise before a sale. The fee is charged and due at the closing of the investment and calculated as the % of the profit made over the amount of capital invested by the client and their related entities such as trusts, LLCs, operating businesses, etc.

IX. Representations by Client.

The execution and delivery of this Agreement by Client shall constitute the representations by Client that the terms hereof do not violate any obligation by which Client is bound, whether arising by contract, operation of law, or otherwise; that if Client is an entity other than a natural person (a) this Agreement has been duly authorized by appropriate action and is binding upon Client in accordance with its terms and (b) Client will deliver to CA LLC such evidence of such authority as CA LLC may reasonably require, whether by way of a certified corporate resolution or otherwise; CA LLC is responsible only for the Account and not for the diversification or prudent investment of any outside assets or holdings of Client. The following language of this section applies only if your Account is for an (a) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (b) tax-qualified retirement plan under section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and not covered by ERISA; or (c) an individual retirement account under the Code. Client represents that CA LLC has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client authority to retain CA LLC. Client acknowledges that Client is a “named fiduciary” with respect to the control or management of the assets in the Account. Client will furnish promptly to CA LLC the governing plan documents, any amendment to the plan, and Client agrees that, if any amendment affects CA LLC’s rights or obligations, then the amendment will be binding on CA LLC only when agreed to by CA LLC in writing. If the Account contains only a part of the assets of the plan, then Client understands that CA LLC will have no responsibility for the diversification of all of the plan’s investments and that CA LLC will have no duty, responsibility, or liability for Client assets that are not in the Account. If the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or other applicable law requires bonding with respect to the assets in the Account, then upon written request by CA LLC, Client will obtain and maintain at Client expense bonding that satisfies the requirements of Section 412 of ERISA and covers CA LLC and affiliated persons of CA LLC.

X. Representations by CA LLC.

By execution of this Agreement combined with the closing of an investment, CA LLC represents and confirms that it is registered as an investment adviser or exempt from registration pursuant to applicable laws and regulations.

XI. Amendment; Termination.

This Agreement contains the entire agreement between the parties, may not be modified or amended except in writing as executed by both parties and remains in force and effect unless terminated by either party as discussed herein. This agreement may be terminated for any reason at any time by either party with 30- days’ notice. Any deals presented to the client before this agreement is terminated or invested in while the contract is in force would remain under the provisions of this agreement and continuation of the fee on those assets would remain in place as if the contract was active. Termination would mean that from that day forward no additional newly introduced deals would be considered, reviewed, or covered by this agreement.

XII. Governing Law.

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

XIII. Receipt.

Client acknowledges receipt of Form ADV Parts 2A and 2B and the CRS ADV Part 3.

XIV. Consent to Electronic Delivery

Client hereby consents to receive via e-mail or another electronic delivery method for various communications, documents, and notifications from CA LLC. These items may include but are not limited to all statements or reports produced by CA LLC; trade confirmations; billing invoices; all Form ADV brochures; privacy policy statements; and any other notices or documentation that CA LLC chooses to provide on an ongoing or occasional basis. Client agrees to immediately notify CA LLC of any changes to Client’s e-mail address shown below or other electronic delivery address.

XV. Assignment.

No assignment of this Agreement may be made by any party to this Agreement without the prior written consent of the other party hereto. Subject to the foregoing, this Agreement shall inure to the benefit and be binding upon the parties and each of their respective successors and permitted assigns.

XVI. Confidential Relationship.

All information and advice furnished by either party to the other shall be treated as confidential and shall not be disclosed to third parties except as required by law and as described in CA LLC’s Privacy Policy Statement.

XVII. Death or Disability.

If Client is a natural person, then Client’s death, incapacity, disability, or incompetence will not terminate or change the terms of this Agreement. However, Client’s guardian, executor, attorney-in-fact, or another authorized representative may terminate this Agreement by giving CA LLC written notice in accordance with the termination provisions of this Agreement.


XVIII. Title to Assets.

There are no assets in accounts that we manage for clients so there is no title to assets in work together, and no custody of assets.

XIX. Non-Circumvent.

The Client hereby irrevocably agrees not to circumvent, avoid, bypass, or obviate, directly or indirectly, the intent of this Agreement through any transaction, transfer, pledge, agreement, recapitalization, loan, lease, assignment, or otherwise. The Client (including affiliates of such parties) agrees that it will not attempt, directly or indirectly, to contact parties introduced to the Client by the CA, LLC on matters described in this Agreement or contact or negotiate with any confidential source provided by CA, LLC, except through CA, LLC or with the expressed consent of CA, LLC as to each such contact. The Client shall not contact, deal with, or otherwise become involved in any transaction with any corporation, partnership, individual, any banks, trust, or lending institutions introduced by or through CA, LLC without the permission of CA, LLC. Any violation of this provision shall be deemed an attempt to circumvent this provision, and the Client shall be liable for damages in favor of the circumvented party.

XX. Market Conditions.

Client acknowledges that CA LLC’s past performance and advice regarding client accounts cannot guarantee future results. AS WITH ALL MARKET INVESTMENTS, CLIENT INVESTMENTS CAN APPRECIATE OR DEPRECIATE. CA LLC does not guarantee or warrant that services offered will result in profit.



Your Net Worth

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Exhibit II

Fee Schedules:

The following are the fee schedules charged by Centimillionaire Advisors, LLC for services provided. Fee schedules are based on the Client being fully accredited and/or qualified as by defined by the Securities Act of 1933 Rule 506(b) of Regulation D and information provided by Client on the Investment Policy Statement attached.

Schedule for Qualified/Accredited Investors: This fee schedule is for anyone worth over $2.2M net worth outside of your primary residence, we will not transact or advise anyone with under a $2.2M net worth.

CA LLC is only compensated on the capital gains realized at the time of sale of the asset or exit of the fund or investment vehicle. There is no account minimum for any of CA LLC’s services, but clients must have a minimum $2.2M net worth.

Performance-Based Fees: Qualified clients will pay a 5-20% performance fee (10% is most common) based on distributions & capital appreciation which is calculated at the time of sale of the asset or exit from the fund as discussed elsewhere in this agreement. If the client’s asset/investment rises in value (as determined at the time of the sale of the asset or exit from the fund), the client will pay 5-20% performance fee (10% is typical) on that increase in value at the time of sale. If the client does multiple investments with us and one was to lose money, we cannot charge the client performance fees on any other investments through us until we have net made them a positive return, so we are making money together. This creates alignment and reduces the motivation an investment firm would have to show very risky deals to clients, as one bad deal could wipe out all of the performance fees on other good deals. This is over the lifetime of the account, so a loss in 2019 would carry over and have to be netted out by gains in 2020 and future years before CA LLC could be paid a performance fee.

We do not invest in startups, seed capital rounds, angel investments, international deals, cryptocurrency, blockchain, venture capital, or anything else which we deem to be moderate-high or high risk, or anything which could likely have a binary great or drop to $0 value event to it.

Any investments made due to the referral of a deal, sourcing of a deal, or introduction to an individual who then refers a deal to Client will fall under this investment advisory agreement and be subject to a % performance fee.

Any investments Client engages on or commits to without the negotiation assistance, explicit approval in writing of a niche-scoped area of investment, or direct referral from CA LLC will not be subject to a performance fee. Any gray area on this matter will be stated in writing via email so both parties are clear on what is covered and not via this agreement and written emails between the two parties. As possible CA LLC will attempt to reduce fees paid on investments negotiated by 5-10% to add additional value and pay for the cost of this engagement, in some cases 5-10%+ reduction in fees may be possible and in some cases no concessions will be given. CA LLC will send an invoice for performance-based fees directly to Client on a quarterly basis to be paid by bank transfer within 15 days of receipt. By signing below, Client agrees to the performance-based fee of 10%. While no management fee structures can align parties, and add alignment long-term in some ways, client should be aware that investment advisers can be seen to potentially have an incentive to invest in riskier investments when paid a performance-based fee due to the higher risk/higher reward attributes.

Please Note: If you are not an accredited investor we can still help you identify a wealth advisor, help with proactive tax planning, estate/trust planning, etc.

If you are signing this agreement on behalf of your parents or as a representative of a private equity firm, institutional investor, or wealth management firm please let us know upon execution so we can amend the agreement as needed.

To avoid any confusion for anyone raising capital, this is not an agreement to engage us in raising capital in any way, we do not do investment banking or placement agent work. Also, as mentioned above, fees for CA LLC do not incur until Client has entered into an investment they have sourced through CA LLC. This agreement serves as a pre-agreed to term sheet for if or when you as a client may decide in the future to invest in a direct investment through our RIA.


IN WITNESS THEREOF, the parties have executed this Agreement on the date stated below.






Centimillionaire Advisors, LLC

Richard C. Wilson

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Document name: Centimillionaire Advisors, LLC - Investment Advisory Agreement
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October 17, 2020 3:43 am EDTCentimillionaire Advisors, LLC - Investment Advisory Agreement Uploaded by Richard Wilson - [email protected] IP,
October 17, 2020 3:52 am EDTLuis Escobar - [email protected] added by Richard Wilson - [email protected] as a CC'd Recipient Ip:,
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