Financial Planning and Investment Management Agreement

1. Member Agreement

a. Member hereby appoints Facet Wealth, Inc. (“Facet”) as an Investment Adviser to perform the services hereinafter described, and Facet accepts such appointment.

b. Scope of Services

  1. Financial Planning

    Facet shall provide Member with the financial planning services with different membership levels defined by the planning services offered at each level. Membership levels are named Foundations, Core, Plus and Complete, and are presented to the member prior to signing an agreement. The services provided depend on the nature and complexity of the Member’s situation and could include some or all of the following: financial goal setting, portfolio design and asset allocation, risk tolerance, cash flow and expense (resource) planning, debt management and planning, employee benefits planning, employer stock plan analysis, retirement planning, education planning, risk management, insurance planning, estate planning through Facet’s third party partner Wealth.com, beneficiary designation, and income tax planning. Specific additional services, such as estate planning that may be offered, may be governed by an agreement between each Member and the third party service.

  2. Facet’s recommendations (i.e. debt management, emergency savings, retirement planning, investments, estate planning, taxes, insurance, etc.) shall be discussed by Facet with the Member and implemented, limited solely to the scope of the financial plan, at Member’s sole discretion with the corresponding professional advisors (i.e. broker, accountant, attorney, etc.) of Member’s choosing. Member acknowledges that in respect to estate planning matters, Facet’s role shall be that of a facilitator between the Member and their corresponding service or legal professionals. In addition, if a Member chooses to use a service offered by a third party through Facet, they acknowledge that they will be governed by a separate agreement with that party. No portion of Facet’s services should be interpreted as legal or accounting advice.

  3. Investment Management

    Discretionary investment management is included as part of the planning fee for most, but not all, of Facet’s membership levels and it is the member’s choice if they want to engage Facet in investment management services or not. Facet will inform the member whether or not investment management is a part of their service prior to signing this agreement.

    Although Facet’s discretionary investment management services are not considered in determining a Member’s annual fixed planning fee, Facet notes that, depending on a Member’s assets under management, the annual fixed planning fee that Facet charges in respect of financial planning services may be in excess of the 2% asset-based fee industry standard typically used solely for investment management services.

    The Member acknowledges that past performance may not be indicative of future results, and understands that the future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended by Facet) may not be profitable or equal to historical performance level(s).

  4. Discretionary Basis

    For accounts that the member has designated for Facet to manage on a discretionary basis, Facet is authorized, without prior consultation with the member to buy, sell, trade and allocate in and among stocks, bonds, mutual funds and exchange traded funds.

    Facet shall be responsible for the investment and reinvestment of assets specifically designated by the Member to be subject to Facet’s discretionary management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”). Member delegates to Facet all of Member’s powers with regard to the investment and reinvestment of the Assets and appoints Facet as Member’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in Member’s name for the Account and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets. In addition, Member shall execute a custodial agreement with a qualified custodian that will provide Facet with the ability and discretion to trade on behalf of the Member at the selected custodian.

    Facet shall discharge its investment management responsibilities consistent with the Member’s designated investment objectives. Unless the Member has advised Facet to the contrary, in writing, there are no restrictions that the Member has imposed upon Facet with respect to the management of the Assets.

  5. Non-Discretionary Basis

    For accounts that cannot be managed by Facet, the Member may be provided with portfolio review and investment consulting services by Facet. Facet shall review the Member’s existing investment portfolio, and then provide corresponding investment recommendations and advice consistent with the Member’s designated investment objective(s), all of which recommendations and advice shall be based exclusively upon the information provided to Facet by the Member. The Member acknowledges that Facet’s recommendations may be limited to certain investments. If Facet provides such service, Facet’s authority shall be limited to the allocation of the Assets among the investment alternatives available and, as such, Facet will not have, nor will it accept, any authority to effect any other type of transactions or changes via the account web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity. The member acknowledges that it is their responsibility to implement and execute any recommendations made by Facet.

c. The Member agrees to provide information and/or documentation requested by Facet in furtherance of this Agreement as pertains to Member’s objectives, needs and goals, and to keep Facet informed of any changes regarding the same. The Member acknowledges that Facet cannot adequately perform its services for the Member unless the Member diligently performs their responsibilities under this Agreement. Facet shall not be required to verify any information obtained from the Member, Member’s attorney, accountant or other professionals, and is expressly authorized to rely thereon.

d. With a Member’s prior written authorization, Facet may respond to inquiries from, and communicate and share information with, Member’s attorney, accountant and other professionals to the extent necessary in furtherance of Facet’s services under this Agreement.

e. The Member is free to obtain legal, accounting, and brokerage services from any professional source to implement the recommendations of Facet. Member may impose reasonable restrictions on Facet’s authority.

f. In the event that a Member’s personal/financial situation or investment objective(s) change, it is the Member’s responsibility to notify Facet accordingly for the purpose of Facet reviewing, evaluating or revising previous recommendations. To the extent that any portion of the financial plan is not implemented by Facet, Member maintains absolute discretion as to whether or not to accept any of Facet’s investment recommendations.

2. Agreement Term and Facet Compensation

This agreement is effective for one year and will automatically renew at the end of the term. Facet will provide at least two weeks’ notice of the renewal date. In addition, Facet will notify members with a 30 day advance notice of any changes to fees. Finally, Facet will also notify Members of any material changes to terms of this agreement in a timely manner.

Member’s annual fixed fee is set forth in the electronic authorization of the Member agreement. Facet’s annual fixed fee for Financial Planning, for most membership levels is provided under this Agreement and shall be based upon the individual service needs of each member. Facet’s pricing includes tiers of service that account for various objective and subjective factors, including, but not limited to, the Financial Planning Services selected for and agreed to by the Member, the complexity of the financial planning to be rendered by Facet, the anticipated number of meetings, if any, servicing needs, and level and scope of the overall services to be rendered. Facet presents fees to its members prior to signing an agreement on its website and may maintain fees offered to members prior to the latest fee schedule. Facet charges an enrollment fee for members who select Core, Plus and Complete membership levels.

The fee for services is non-refundable, covers the full term (1 year) and shall be paid in advance. The full term begins on the day the Member executes this Planning agreement and continues for one year. The member is responsible for payment for the entire term (1 year) regardless of the payment frequency selected (monthly, quarterly, annually).After this period, all memberships are non-refundable. Facet will regularly engage the Member through communication (electronic messages, phone calls) and meeting appointments (depending on the membership level). Given the work involved in preparation and engagement, the fee paid for the period is in effect regardless of whether the Member takes advantage of the services. The fee may be paid either monthly, quarterly or annually dependent upon membership level. Monthly payment options are only available for Facet’s Foundations membership level. No increase in the annual fee shall be effective without prior written notice to the Member at least 30 days in advance. With notification, Facet may use negative election (i.e. the Member must opt out of the change) to automatically increase the fee for service after the notice period.

a. All fees are initially paid by credit card through Facet application. All credit card payments are processed through a third party and no credit card information is retained directly by Facet. Members will not be asked to provide credit card information via email, video conference or phone call. Members at the Core, Plus and Complete membership levels who take advantage of Facet’s investment management service, will have their annual fee switched to investment account debit, unless the member opts out or the fee is greater than 2% of assets. Investment account debit is not available to members who select the Facet Foundations tier. Eligible members will be notified of the change to investment account debit as their form of payment. Member authorizes the Custodian of the assets to charge the Account for the amount of Facet’s fee and to remit such fee to Facet in compliance with regulatory procedures. If Facet cannot collect fees via account debit, Facet will charge, using a third party, the previously used credit card. Please Note: In the event that there is not sufficient cash in the investment account to pay Facet’s fee, Facet shall sell Assets to pay the fee.

b. In addition to Facet’s membership fee, the Member shall also incur, relative to: [1] all mutual fund and exchange traded fund purchases, charges imposed directly at the fund level (e.g. management fees and other fund expenses); [2] custodians, any miscellaneous account fees, such as wire close out or block trading fees, charged directly by the custodian and disclosed upon account opening. A comprehensive list of custodian based fees can be found on our website.

Facet includes investment management services as part of its planning fee and at certain service tiers, Direct Indexing is offered as part of the service. Facet uses Orion Portfolio Solutions, LLC to provide sub-advisory services for Direct Indexing, members will sign a separate agreement for that service and as part of the service, Orion will charge a fee of up to 0.15% to cover recordkeeping expenses. Facet does not share in this fee.

c. Member acknowledges that Member will be solely responsible for accepting or rejecting Facet’s financial planning advice and for implementing any such investment recommendations or advice. Facet may recommend itself, or a third party to assist the Member with implementation of Facet’s financial planning advice. A conflict of interest exists where Facet recommends itself to implement any such advice. Member understands that Member may choose any advisor, brokerage firm, or other professionals to implement the recommendations and advice given by Facet.

Where Facet introduces to Member a third party to provide services in connection with the implementation of Facet’s financial planning advice (such as third party services pertaining to the preparation of estate planning documents or the preparation of tax documents), Facet can charge Member a fee for time and resources incurred by Facet in facilitating the provision of such services with the third party. Such a fee will be disclosed at the time of engagement in the service.

d. No portion of Facet’s compensation shall be based on capital gains or capital appreciation of the Assets.

e. Facet reserves the right to offer promotions which may include waived enrollment fees, investment account rewards or additional offers that may only be available to certain service tiers, or through specific referral or marketing programs. These promotions are subject to change and are bound by separate terms and conditions.

3. Investment Risk/No Guarantee

The Member acknowledges and accepts that investments have varying degrees of financial risk and that there can be no guarantee that any investment will be profitable. The Member further acknowledges that Facet shall not be responsible for any adverse financial consequences to Member’s investment assets: (1) if such investment(s), at the time recommended, were consistent with the Member’s designated investment objectives; or, (2) resulting from the investment decisions (or any other errors, actions or omissions) made by the Member’s other investment advisors, including, but not limited to, those investment professionals that have discretionary authority over a portion of the Member’s assets. Facet does not guarantee the future performance of the Account or any specific level of performance, the success of any investment recommendation or strategy that Facet may take or recommend for the Account, or the success of Facet’s overall management of the Account. Member understands that investment recommendations for the Account by Facet are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable.

4. Termination

Facet offers an annual planning service and the service may be terminated for a subsequent year in writing or through the member dashboard. Termination of this Agreement will not affect (i) validity of an action previously taken by Facet under this Agreement; (ii) liabilities or obligations of the parties from transactions initiated before termination of this Agreement; or (iii) Member’s obligation to pay non-refundable financial planning fees through the end of the payment period outlined in the subscription. Upon the termination of this Agreement, Facet will have no obligation to recommend or take any action with regard to the securities, cash or other investments in the Account.

5. Disclosure Statement

Member hereby acknowledges prior receipt of a copy of Facet’s written Disclosure Statement as set forth on ADV Part 2A and Form CRS. The Disclosure Statement discusses the scope of Facet’s services, fees, and any corresponding conflicts of interest. Member further acknowledges that Member has had a reasonable opportunity to review said Disclosure Statement, and to discuss the contents of the same with professionals of Member’s choosing, prior to the execution of this Agreement.

6. Facet Liability

Facet, subject to the limitations set forth in this Agreement, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the Member by Facet, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the Member’s total assets, Facet shall only be responsible for those assets that the Member has designated to be the subject of Facet’s investment management services under this Agreement without consideration to those additional assets not so designated by the Member.

If, during the term of this Agreement, Facet purchases specific individual securities for the Account at the direction of the Member (i.e. the request to purchase was initiated solely by the Member), the Member acknowledges that Facet shall do so as an accommodation only, and that the Member shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the Member further acknowledges and agrees that Facet shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by Facet. In addition, with respect to any and all accounts maintained by the Member with other investment professionals or at custodians for which Facet does not maintain trading authority, the Member, and not Facet, shall be exclusively responsible for the investment performance of any such assets or accounts.

The Member further acknowledges and agrees that Facet shall not bear any responsibility whatsoever for any adverse financial consequences occurring during the Account transition process (i.e., the transfer of the Assets from the Member’s predecessor advisors/custodians to the Accounts to be managed by Facet), including, but not limited to, adverse consequences resulting from:

  1. Securities purchased by Member’s predecessor advisor(s);
  2. Failure to be protected or benefit from any market-related events, including market corrections or advances; or,
  3. Any account transfer, closing or administrative charges or fees imposed by the previous broker- dealer/custodian.

The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore no portion of the above shall constitute a waiver or limitation of any rights which the Member may have under any federal or state securities laws, ERISA, or under the rules promulgated by the Employee Benefits Security Administration and/or the Department of Labor.

7. Assignment

This Agreement may not be assigned (within the meaning of the Investment Advisers Act of 1940) by either Member or Facet without the prior consent of the other party. Member acknowledges and agrees that transactions that do not result in a change of actual control or management of Facet shall not be considered an assignment pursuant to Rule 202(a)(1)-1 under the Investment Advisers Act of 1940. Should there be a pending change in control of Facet that will result in an assignment of this Agreement (as that term is defined under the Advisers Act), the Member will be provided with written notice of such event. If the Member does not object to such assignment, in writing, it will be assumed that the Member has consented to the assignment, and services will continue to be provided to the Member under the terms and conditions of this Agreement.

8. Non-Exclusive Management

Facet, its officers, employees, and agents, may have or take the same or similar positions in specific investments for their own accounts, or for the accounts of other Members, as Facet does for the Assets. Member expressly acknowledges and understands that Facet shall be free to render investment advice to others and that Facet does not make its investment management services available exclusively to Member. Nothing in this Agreement shall impose upon Facet any obligation to purchase or sell, or to recommend for purchase or sale, for the Account any security which Facet, its principals, affiliates or employees, may purchase or sell for their own accounts or for the account of any other Member, if in the reasonable opinion of Facet such investment would be unsuitable for the Account or if Facet determines in the best interest of the Account it would be impractical or undesirable.

9. Fund Transfers

The member grants authorization to Facet for the purpose of transferring cash or securities between the member’s accounts held at the same qualified custodian, provided that these accounts have identical or common owner registrations. Both one-time and ongoing transfer requests will be accepted upon receiving and verifying the authenticity of the member’s instructions. This authority does not extend to wire disbursements, check disbursements, or any third party transfers.

10. Proxies

Facet does not vote proxies and the Member shall be responsible for any potential votes, elections and or directions pertaining to proxies solicited by issuers.

11. Reports

Facet and/or Account custodian shall provide Member with periodic reports electronically for the Account. In the event that Facet provides supplemental Account reports which include assets for which Facet does not have discretionary investment management authority, the Member acknowledges the reporting is provided as an accommodation only and does not include investment management. Additionally, any such supplemental reports shall be viewed as a snapshot in time and only reflective of the date of the report.

12. Death/Disability/Incompetency

The death, disability or incompetency of the Member will not terminate or change the terms of this Agreement. However, Member’s executor, guardian, attorney-in-fact or other authorized representative may terminate this Agreement by giving written notice and appropriate documentation to Facet. Member recognizes that the custodian may not permit any further Account transactions until such time as any documentation required is provided to the custodian.

13. Arbitration

Subject to the conditions and exceptions noted below, and to the extent not inconsistent with applicable law, in the event of any controversy, dispute or claim arising out of or relating to this Agreement, both Facet and Member agree to submit the dispute to arbitration before a single arbitrator in accordance with the Commercial Rules of the American Arbitration Association (AAA) then in effect. Facet and Member understand that such arbitration shall be final and binding, and that by agreeing to arbitration, both Facet and Member are waiving their respective rights to seek remedies in court, including the right to a jury trial.

Member understands that this Agreement to arbitrate does not constitute a waiver of your right to seek a judicial forum where such waiver would be void under federal or applicable state securities laws. Member acknowledges that he/she/they has had a reasonable opportunity to review and consider this arbitration provision prior to the execution of this Agreement.

14. Severability

Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

15. Member Conflicts

If this Agreement is between Facet and related Members (i.e. spouse, life partners, etc.), Facet’s services shall be based upon the joint goals communicated to Facet. Facet shall be permitted to rely upon instructions from either party with respect to the Assets, unless and until such reliance is revoked in writing to Facet. Facet shall not be responsible for any claims or damages resulting from such reliance or from any change in the status of the relationship between the Members. Any changes to membership (i.e. spouse, life partners, etc.) must be reported to Facet in a timely manner to determine any potential changes that may need to be made to the household.

16. Amendments

Facet may amend this Agreement upon written notification to the Member. Unless the Member notifies Facet to the contrary, in writing; the amendment shall become effective thirty (30) days from the date of delivery.

17. Privacy Notice

The Member acknowledges receipt of Facet’s Privacy Policy.

18. Applicable Law/Venue

Through prior electronic authorization and through this agreement, the Member authorizes Facet to deliver, and the Member agrees to accept, all required regulatory notices and disclosures via electronic mail and/or via Facet’s internet web site, as well as all other correspondence from Facet. Facet shall have completed all delivery requirements upon the forwarding of such document, disclosure, notice and/or correspondence to the Member’s last provided email address (or upon advising the Member via email that such document is available on Facet’s web site). Please Note: It is the Member’s obligation to notify Facet, in writing, of any changes to the Member’s email address. Until so notified, Facet shall rely on the last provided email address. The Member acknowledges that the Member has the ongoing ability to receive and open standard electronic mail and corresponding electronic documents. If, at any time, the Member’s electronic delivery situation changes, or the Member is unable to open a specific document, the Member agrees to immediately notify Facet so that the specific issue can be addressed and resolved. Please note that by executing this agreement, the Member releases and holds Facet harmless from any and all claims and/or damages of whatever kind resulting from Facet’s electronic transmission of information, provided that Facet has correctly addressed the electronic transmission to the Member and/or other intended recipient.

19. Electronic Delivery

Through prior electronic authorization and through this agreement, the Member authorizes Facet to deliver, and the Member agrees to accept, all required regulatory notices and disclosures via electronic mail and/or via Facet’s internet web site, as well as all other correspondence from Facet. Facet shall have completed all delivery requirements upon the forwarding of such document, disclosure, notice and/or correspondence to the Member’s last provided email address (or upon advising the Member via email that such document is available on Facet’s web site). Please Note: It is the Member’s obligation to notify Facet, in writing, of any changes to the Member’s email address. Until so notified, Facet shall rely on the last provided email address. The Member acknowledges that the Member has the ongoing ability to receive and open standard electronic mail and corresponding electronic documents. If, at any time, the Member’s electronic delivery situation changes, or the Member is unable to open a specific document, the Member agrees to immediately notify Facet so that the specific issue can be addressed and resolved. Please note that by executing this agreement, the Member releases and holds Facet harmless from any and all claims and/or damages of whatever kind resulting from Facet’s electronic transmission of information, provided that Facet has correctly addressed the electronic transmission to the Member and/or other intended recipient.

20. Representations/Authority

The parties respectively represent as follows, and agree to promptly notify the other party in writing, in the event that any representations should change:

a. If Member is an individual, Member represents that he/she/they: (i) is of legal age and capacity, (ii) has full authority and power to retain Advisor, (iii) the execution of this Agreement will not violate any law or obligation applicable to the Member, and, (iv) the Member owns the Assets, without restriction or encumbrance.