The Fine Print
Financial Planning and Investment Management Agreement
1. Scope of Engagement
a. Client hereby appoints Planner as an Investment Adviser to perform the services hereinafter described, and Planner accepts such appointment.
b. The Planner shall provide Client with the financial planning and/or consulting services as designated by the Client. The services provided depend on the nature and complexity of the Client’s situation and could include some or all of the following: financial goal setting, portfolio design and asset allocation, risk tolerance and capacity analysis, investment management, cash flow and expense planning, debt management and planning, employee benefits planning, employer stock plan analysis, retirement planning, education planning, risk management and insurance planning, estate planning and beneficiary, income tax planning, trust planning, small business planning, and small business retirement plans.
Planner’s recommendations (i.e. investments, estate planning, retirement planning, taxes, insurance, etc.) shall be discussed by the Planner with the Client and implemented, limited solely to the scope of the financial plan, at Client’s sole discretion with the corresponding professional advisors (i.e. broker, accountant, attorney, etc.) of Client’s choosing. Client acknowledges that in respect to estate planning matters, Planner’s role shall be that of a facilitator between the Client and their corresponding professional advisors. No portion of Planner’s services should be interpreted as legal or accounting advice.
The Planner will provide the Client with portfolio review and investment consulting services. The Planner shall review the Client’s existing investment portfolio, and then provide corresponding investment recommendations and advice consistent with the Client’s designated investment objective(s), all of which recommendations and advice shall be based exclusively upon the information provided to the Planner by the Client. In the event that a Client’s personal/financial situation or investment objective(s) change, it is the Client’s responsibility to notify the Planner accordingly for the purpose of the Planner reviewing, evaluating or revising previous recommendations. To the extent that any portion of the financial plan is not implemented by Planner, Client maintains absolute discretion as to whether or not to accept any of the Planner’s investment recommendations. The Client 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 the Planner) may not be profitable or equal historical performance level(s). In the event that the Planner is requested to provide consulting services with respect to a retirement plan sponsored by the Client’s employer, the Client acknowledges that the Planner’s recommendations shall be limited to the investment alternatives provided by the retirement plan. If the Planner provides such service, the Planner’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, Planner will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity.
c. Planner shall be responsible for the investment and reinvestment of those assets designated by Client to be subject to Planner’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”). Client delegates to Planner all of Client’s powers with regard to the investment and reinvestment of the Assets and appoints Planner as Client’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in Client’s name for the Account.
Planner is authorized, without prior consultation with Client, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, exchange traded funds, investment subdivisions within variable annuity products, sub- advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets.
Planner shall discharge its investment management responsibilities consistent with the Client’s designated investment objectives. Unless the Client has advised the Planner to the contrary, in writing, there are no restrictions that the Client has imposed upon the Planner with respect to the management of the Assets.
d. The Client agrees to provide information and/or documentation requested by Planner in furtherance of this Agreement as pertains to Client’s objectives, needs and goals, and to keep Planner informed of any changes regarding same. The Client acknowledges that Planner cannot adequately perform its services for the Client unless the Client diligently performs their responsibilities under this Agreement. Planner shall not be required to verify any information obtained from the Client, Client’s attorney, accountant or other professionals, and is expressly authorized to rely thereon.
e. Client authorizes Planner to respond to inquiries from, and communicate and share information with, Client’s attorney, accountant and other professionals to the extent necessary in furtherance of Planner’s services under this Agreement.
f. The Client is free to obtain legal, accounting, and brokerage services from any professional source to implement the recommendations of Planner. Client may impose reasonable restrictions on the Planner’s authority.
g. The Client maintains sole responsibility to notify the Planner if there is a change in their financial situation or investment objectives for the purpose of reviewing/evaluating/revising Planner’s previous recommendations and/or services.
2. Planner Compensation
The Client’s annual fixed fee is set forth in the electronic authorization of the client agreement, and may be paid either by credit card or debited from an investment account. The Planner’s annual fixed fee for Financial Planning and Investment Management Services provided under this Agreement shall be based upon various objective and subjective factors, including, but not limited to, the Financial Planning Services selected for and agreed to by the Client, the complexity of the discretionary Investment Management Services to be rendered by Planner, the representative assigned to the account, the anticipated number of meetings and servicing needs, and level and scope of the overall services to be rendered. This annual fee shall be paid in advance either monthly, quarterly, semi-annually, or annually, and may be prorated based on payment frequency. In addition, for monthly payment cycles Facet may charge an administration fee to cover the expenses incurred with establishing and maintaining the payment process. No increase in the annual fee shall be effective without prior written notification to the Client.
a. Client authorizes the Custodian of the assets to charge the Account for the amount of Planner’s fee and to remit such fee to Planner in compliance with regulatory procedures. Please Note: In the event that there is not sufficient cash in the Account to pay Planner’s fee, the Planner shall sell Assets to pay the fee.
b. In addition to Planner’s fee, the Client shall also incur, relative to:  all mutual fund and exchange traded fund purchases, charges imposed directly at the fund level (e.g. management fees and other fund expenses); and  independent investment managers, the fees charged by each separate manager who is engaged to manage the Assets; and  custodians, any miscellaneous account fees, such as wire and close out fees, charged directly by the custodian and disclosed upon account opening.
c. Client acknowledges that Client will be solely responsible for accepting or rejecting Planner’s financial planning advice and for implementing any such investment recommendations or advice. Planner may recommend itself, one of its affiliates, or a third party to assist the Client with implementation of Planner’s financial planning advice. A conflict of interest exists where Planner recommends itself or any of its affiliates to implement any such advice. Client understands that Client may choose any advisor, brokerage firm, or other professionals to implement the recommendations and advice given by Advisor.
Where Planner introduces to Client a third party to provide services in connection with the implementation of Planner’s financial planning advice (such as third party services pertaining to the preparation of estate planning documents or the preparation of tax documents), Planner can charge Client an administrative fee for time and resources incurred by the Planner in facilitating the provision of such services with the third party.
d. No portion of Planner’s compensation shall be based on capital gains or capital appreciation of the Assets, except as provided for under the Investment Advisers Act of 1940.
If a client is introduced to the Registrant by either an unaffiliated or an affiliated solicitor, Registrant may pay that solicitor a referral fee in accordance with the requirements of Rule 206(4)-3 of the Investment Advisers Act of 1940, and any corresponding state securities law requirements. Any such referral fee shall be paid solely by the Registrant and shall not result in any additional charge to the client. If the client is introduced to the Registrant by an unaffiliated solicitor, the Registrant, at the time of the solicitation, shall disclose the nature of his/her/its solicitor relationship, and deliver a copy of the Registrant’s written Brochure.
We have entered into and are currently a party to certain referral agreement(s) whereby we pay and/or receive a referral fee related to the solicitation of clients, in accordance with the requirements of Rule 206(4)-3 of the Advisers Act and any corresponding state securities law requirements. All such referral fees paid by us shall be paid solely from our advisory fee. For clients who are introduced to us by an unaffiliated solicitor, the client is given, prior to or at the time of entering into any advisory contract, (1) a copy of our written disclosure statement which meets the requirements of Rule 204-3 of the Advisers Act, and (2) a copy of the solicitor’s disclosure statement containing the terms and conditions of the solicitation arrangement including compensation. For clients we refer to a third party advisor, the client is given, prior to or at the time of entering into any advisory contract, (1) a copy of the third party advisor’s written disclosure statement which meets the requirements of Rule 204-3 of the Advisers Act, and (2) a copy of the solicitor’s disclosure statement containing the terms and conditions of the solicitation arrangement including compensation.
4. Investment Risk/No Guarantee
The Client 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 Client further acknowledges that Planner shall not be responsible for any adverse financial consequences to Client’s investment assets: (1) if such investment(s), at the time recommended, were consistent with the Client’s designated investment objectives; or, (2) resulting from the investment decisions (or any other errors, actions or omissions) made by the Client’s other investment advisors, including, but not limited to, those investment professionals that have discretionary authority over a portion of the Client’s assets. Planner does not guarantee the future performance of the Account or any specific level of performance, the success of any investment recommendation or strategy that Planner may take or recommend for the Account, or the success of Planner’s overall management of the Account. Client understands that investment recommendations for the Account by Planner are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable.
The agreement shall remain in effect until terminated in writing by either party. Termination of this Agreement will not affect (i) validity of an action previously take by Planner under this Agreement; (ii) liabilities or obligations of the parties from transactions initiated before termination of this Agreement; or (iii) Client’s obligation to pay advisory fees through the end of the month of termination. Any fees paid beyond that month will be refunded subject to the terms of any promotion or discount offer accepted by the client. Upon the termination of this Agreement, Planner will have no obligation to recommend or take any action with regard to the securities, cash or other investments in the Account.
6. Disclosure Statement
Client hereby acknowledges prior receipt of a copy of the Planner’s written Disclosure Statement as set forth on ADV Part 2A and ADV Part 3 (Form CRS). The Disclosure Statement discusses the scope of the Planner’s services, fees, and any corresponding conflicts of interest. Client further acknowledges that Client has had a reasonable opportunity to review said Disclosure Statement, and to discuss the contents of same with professionals of Client’s choosing, prior to the execution of this Agreement.
7. Planner Liability
The Planner, 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 Client by the Planner, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the Client’s total assets, Planner shall only be responsible for those assets that the Client has designated to be the subject of the Planner’s investment management services under this Agreement without consideration to those additional assets not so designated by the Client.
If, during the term of this Agreement, the Planner purchases specific individual securities for the Account at the direction of the Client (i.e. the request to purchase was initiated solely by the Client), the Client acknowledges that the Planner shall do so as an accommodation only, and that the Client shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the Client further acknowledges and agrees that the Planner 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 Planner. In addition, with respect to any and all accounts maintained by the Client with other investment professionals or at custodians for which the Planner does not maintain trading authority, the Client, and not the Planner, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the Client desires that the Planner provide investment management services with respect to any such assets or accounts, the Client may engage the Planner to do so for a separate and additional fee.
The Client further acknowledges and agrees that Planner 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 Client’s predecessor advisors/custodians to the Accounts to be managed by the Planner), including, but not limited to, adverse consequences resulting from: (1) securities purchased by Client’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 Client 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.
This Agreement may not be assigned (within the meaning of the Investment Advisers Act of 1940) by either Client or Planner without the prior consent of the other party. Client acknowledges and agrees that transactions that do not result in a change of actual control or management of Planner 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 the Planner that will result in an assignment of this Agreement (as that term is defined under the Advisers Act), the Client will be provided with written notice of such event. If the Client does not object to such assignment, in writing, it will be will assumed that the client has consented to the assignment, and services will continue to be provided to the client under the terms and conditions of this Agreement.
9. Non-Exclusive Management
Planner, 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 clients, as the Planner does for the Assets. Client expressly acknowledges and understands that Planner shall be free to render investment advice to others and that Planner does not make its investment management services available exclusively to Client. Nothing in this Agreement shall impose upon Planner any obligation to purchase or sell, or to recommend for purchase or sale, for the Account any security which Planner, its principals, affiliates or employees, may purchase or sell for their own accounts or for the account of any other client, if in the reasonable opinion of Planner such investment would be unsuitable for the Account or if Planner determines in the best interest of the Account it would be impractical or undesirable.
10. Wire Transfers
The Client acknowledges that any written request made to the Planner to assist in the transfer of funds from the Account will not be acted upon by the Planner until the Planner has first confirmed the authenticity of the request with the Client.
The Planner does not vote proxies. The Client shall be responsible for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by Client shall be voted and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the Assets.
Planner and/or Account custodian shall provide Client with periodic reports for the Account. In the event that the Planner provides supplemental Account reports which include assets for which the Planner does not have discretionary investment management authority, the Client acknowledges the reporting is provided as an accommodation only and does not include investment management.
The death, disability or incompetency of Client will not terminate or change the terms of this Agreement. However, Client’s executor, guardian, attorney-in-fact or other authorized representative may terminate this Agreement by giving written notice to Planner. Client recognizes that the custodian may not permit any further Account transactions until such time as any documentation required is provided to the custodian.
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 Planner and Client 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. Planner and Client understand that such arbitration shall be final and binding, and that by agreeing to arbitration, both Planner and Client are waiving their respective rights to seek remedies in court, including the right to a jury trial.
You understand 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. Client acknowledges that he/she/they has had a reasonable opportunity to review and consider this arbitration provision prior to the execution of this Agreement.
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.
16. Client Conflicts
If this Agreement is between Planner and related clients (i.e. spouse, life partners, etc.), Planner’s services shall be based upon the joint goals communicated to the Planner. Planner 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 Planner. Planner 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 clients.
The Planner may amend this Agreement upon written notification to the Client. Unless the Client notifies the Planner to the contrary, in writing; the amendment shall become effective thirty (30) days from the date of mailing.
18. Privacy Notice
The Client acknowledges receipt of the Planner’s Privacy Notice.
19. Applicable Law/Venue
To the extent not inconsistent with applicable law, this Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. In addition, to the extent not inconsistent with applicable law, the venue (i.e. location) for the resolution of any dispute or controversy between Planner and Client shall be the City of Baltimore, State of Maryland.
20. Electronic Delivery
Through prior electronic authorization and through this agreement, the Client authorizes the Planner to deliver, and the Client agrees to accept, all required regulatory notices and disclosures via electronic mail and/or via the Planner’s internet web site, as well as all other correspondence from the Planner. Planner shall have completed all delivery requirements upon the forwarding of such document, disclosure, notice and/or correspondence to the Client’s last provided email address (or upon advising the Client via email that such document is available on the Planner’s web site). Please Note: It is the Client’s obligation to notify the Planner, in writing, of any changes to the Client’s email address. Until so notified, the Planner shall rely on the last provided email address. The Client acknowledges that the Client has the ongoing ability to receive and open standard electronic mail and corresponding electronic documents. If, at any time, the Client’s electronic delivery situation changes, or the Client is unable to open a specific document, the Client agrees to immediately notify the Planner so that the specific issue can be addressed and resolved. Please Also Note: By execution below, the Client releases and holds the Planner harmless from any and all claims and/or damages of whatever kind resulting from the Planner’s electronic transmission of information, provided that Planner has correctly addressed the electronic transmission to the Client and/or other intended recipient.
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 Client is an individual, Client 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 Client, and, (iv) the Client owns the Assets, without restriction or encumbrance;
B. If Client is an entity, it represents that: (i) it is validly organized under the laws of applicable jurisdictions, (ii) it has full authority and power to retain Advisor , (iii) the execution of this Agreement will not violate any law or obligation applicable to the Client, and, (iv) the Client owns the Assets without restriction; and
C. If Client is: (i) a retirement plan (“Plan”) organized under ERISA; (ii) a participant or beneficiary of a Plan subject to Title I of ERISA or described in section 4975(e)(1)(A) of the Internal Revenue Code, with authority to direct the investment of assets in his or her Plan account or to take a distribution; (iii) the beneficial owner of an IRA acting on behalf of the IRA; or (iv) a Retail Fiduciary with respect to a plan subject to Title I of ERISA or described in section 4975(e)(1)(A) of the Internal Revenue Code: then the Advisor represents that it and its investment Advisor representatives are fiduciaries under ERISA or the Internal Revenue Code, or both, with respect to any investment advice provided by the Advisor or its investment Advisor representatives or with respect to any investment recommendations regarding an ERISA Plan or participant or beneficiary account.
D. If the Client is a Plan: (i) the Plan represents that it is validly organized and is the beneficial owner of the Assets, (ii) the Plan acknowledges that Advisor’s services shall be limited to the management of the Assets, and do not include legal, accounting, or plan administration services (unless the Advisor expressly agrees, in writing, to provide plan administration services), (iii) unless otherwise reflected in writing between the parties, the only source of compensation to Advisor under this Agreement shall be the fee paid to Advisor by the Plan, (iv) the Plan represents that Advisor has been furnished true and complete copies of all documents establishing and governing the Plan and evidencing Plan’s authority to retain Advisor, and the Plan will promptly furnish to Advisor any amendments and further agrees that if any amendment affects the rights or obligations of Advisor, such amendment will not be binding on Advisor until agreed to by Advisor in writing, (v) if the Assets contain only a part of the investments of the Plan’s assets, the Plan understands that Advisor will have no responsibility for the diversification of all of the Plan’s assets, and that Advisor will have no duty, responsibility or liability for Plan investments that are not part of the Assets, and (vi) the Plan has determined to retain responsibility for voting all proxies.