Investment Advisory Agreement

Effective as of December 18, 2022
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This investment advisory agreement (this “Advisory Agreement”) states the terms and conditions under which Plenty Financial RIA, LLC (“Plenty RIA,” “we,” or “our”) provides ongoing discretionary investment advisory services to _________________ (“Client” or you). Plenty is an US Securities and Exchange Commission (“SEC”) registered investment advisor. This agreement governs any Plenty investment accounts you establish through the Plenty Platform (defined below) (together, the “Account”) and by acknowledging and selecting “accept and continue”, you consent to entering into and being bound by the terms and conditions of this advisory agreement. You should review this Agreement carefully before signing it. 

Plenty RIA is a wholly owned subsidiary of Plenty Financial, Inc. (“Plenty”), which operates a web-based personal financial management and educational platform for consumers (collectively, including any updates and replacement or supplement to it, the “Electronic Platform”).  Consumers who become members of the platform may become clients of Plenty RIA.  

This Agreement may be amended from time to time by notice to you through the Electronic Platform. Amended agreements will be available through the Electronic Platform. By keeping your Discretionary Account with Plenty RIA or by continuing to use the services provided by Plenty RIA under this Agreement, you agree to and accept all terms and conditions of any amended Agreements, including any new or changed terms or conditions. 

Advisory Services

Clients are responsible for evaluating the merits and risks associated with any investments and recommendations made by Plenty RIA, including recommendations as to sub-advisers. Recommendations are limited based on the information provided by the Client through the Questionnaire about the client’s financial profile, key financial goals, values, and risk tolerance.   Plenty RIA does not provide comprehensive financial planning services; tax, accounting or legal advice; or custody of your Account assets. You understand that inaccurate or incomplete information may impact the suitability of recommendations; by confirming a portfolio selection, you acknowledge final responsibility for ensuring that any portfolios, investments, sub-advisers or other investment recommendations are appropriate for your account. You may choose to change how your account is invested at any time and you are encouraged to consider additional asset classes, strategies and investments to supplement the investments maintained in your Account and to consult with your tax advisor regarding any tax consequences related to your Account. 

The Client hereby appoints Plenty RIA as Client’s investment adviser and grants to Plenty RIA a limited power-of-attorney with discretionary trading authority to manage and trade assets in the Account, including the power and authority to select, appoint and terminate sub-advisers and custodians for the account, and to exercise in Plenty RIA’s discretion all rights, powers, privileges and other incidents of ownership with respect to assets in the Account  (the “Services”). Plenty accepts this appointment under the terms and conditions set forth in this Agreement. In turn, the Client acknowledges that Plenty RIA will appoint Helium as the initial sub-adviser and Pershing as the initial Custodian, but that Plenty RIA may appoint additional or replacement sub-advisers and custodians under this authority. “We, us and our” as used in this agreement includes Plenty RIA, its affiliates and any sub-adviser Plenty RIA appoints for the Account. 

Our authority (including any sub-adviser) will include the ability to manage your Account utilizing your selected investment model to: (i) buy, sell and trade securities; (ii) invest in and trade exchange-traded funds and other pooled investment vehicles (“Funds”); (iii) periodically rebalance your portfolio (iv) initiate transfers of funds between your bank account and the Account Custodian), (v) initiate payments to third parties as directed by the Client, and (vi) open an account with the Custodian (see the Custody section below).   You acknowledge that your account will have cash balances, and that those may be invested in cash and cash equivalent instruments.  You hereby acknowledge that we or our sub-adviser may receive revenue sharing from the Custodian with respect to any Account assets that are invested in a cash-sweep vehicle.

You acknowledge that: (i) we will deliver the Services exclusively through the Electronic Platform; (ii) we will not provide Services in person, over the phone, or through any other medium, other than through the Electronic Platform; and (iii) with respect to Discretionary Accounts we have authority to effect trades without your prior consultation or approval. You may contact Plenty RIA by email at support@withplenty.com during its business hours regarding technical questions about the Electronic Platform or Plenty’s Services. 

Account Opening and Funding

Plenty RIA enables clients to open up a variety of investment account types including brokerage accounts, 529cs, and IRAs. Account applications are reviewed and must be approved before investment services are provided. Plenty RIA’s services are currently for US citizens or foreign citizens with a valid social security number, legally residing within the United States. Clients must confirm each investment portfolio characteristic before funding an Account covered by this Agreement. Clients must additionally confirm the amount of initial and ongoing cash investment, as well as investment cadence; Plenty RIA may also enable Clients to transfer securities in-kind into their Account, at Plenty’s sole discretion. Investment funding requires manual or automatic connection to your account at a bank or other financial institution (the “Funding Account”); your account will not be connected until you receive a confirmation through the Electronic Platform. You further agree that, if your Funding Account is closed or restricted after you connect it to your Account, you will have no right to make additions to or withdrawals from your Account unless and until: (i) the Funding Account is reopened or unrestricted; or (ii) you successfully link a different and adequately funded Funding Account. 

When linking your Funding Account to your Plenty RIA account, you may be presented with the option of using a third-party service that facilitates the connection of your financial information to Plenty RIA. If you decide to use these services to link your bank account to your Plenty account, you expressly grant to Plenty and its affiliates the right, power, and authority to (acting on your behalf) transmit your personal and financial information (such as from third-party banks) as reasonably necessary for the third party to provide services to you. By using such a third party, you expressly authorize Plenty and its affiliates to retrieve your bank account and routing numbers, as well as your current bank balance and certain transaction history (“Account Information”) via such service. Plenty will not store your username and password for your bank account; the third party will provide Plenty an access token that exclusively allows Plenty to retrieve your linked account information. Further, if you use these services when signing up for a Plenty account, you acknowledge and agree that the information you provide to third parties through Plenty will be treated by the third party in accordance with the third party’s privacy policy, and by Plenty in accordance with Plenty’s privacy policy. By using such third party through Plenty, you agree to the above terms and further agree to hold Plenty and its affiliates harmless from any and all losses, claims, damages, or liabilities, cost, charge, expense or fee (including reasonable legal expenses), that may result from such third party’s use, misuse, or loss of your personal information or Account information.

Account Requirements 

There is currently no minimum investment amount required to open an Account, however Plenty RIA reserves the right to require a minimum investment amount to open an account. The Client retains sole ownership of the Account. You may make additions to and withdrawals from your Account at any time through the Electronic Platform, subject to Plenty RIA’s right to terminate your Account at any time. When securities are sold or withdrawn, you will be subject to any tax consequences. As you deposit or withdraw funds from your Account, purchase and/or sale transactions will be made to rebalance your Account in line with your portfolio strategy’s target allocations. Your Account will also be rebalanced if the investment allocations deviate from the model portfolio in excess of certain thresholds or as you otherwise specify. We will seek to execute any such transactions promptly, however our algorithms analyze the trading markets to optimize the timing of trade executions. Accordingly, our algorithms will determine the timing of any purchases, sales or reallocations. 

Tax-Loss Harvesting 

Tax-loss harvesting is a technique designed to help lower your taxes while maintaining the expected risk and return profile of your portfolio. It harvests unrecognized investment losses to offset taxes due on your other gains and income by selling a security at loss to accelerate the realization of capital loss and investing the proceeds in a security with closely correlated risk and return characteristics. The realized loss can be applied to lower your tax liability and the tax savings can be reinvested to grow the value of your portfolio. 

Fees and Expenses 

In addition to the subscription fee payable to Plenty Financial, Inc for membership to the Electronic Platform, Plenty RIA’s clients pay a Wrap Fee based on the amount of Assets under Management (“AUM”) in your account.

The asset-based wrap fees will range from 0.10% to 0.50% of AUM.  The payment and calculation of the wrap fee are described in more detail at Exhibit 1 (Fee Schedule). The annual wrap fee includes investment advisory services (portfolio construction, rebalancing, and automated tax-loss harvesting custody services and brokerage commissions therefore is higher than a typical asset-based advisory fee. 

Other Fees 

You understand that your Account may invest in Fund, as defined above, in addition to other securities. As an investor in any Fund, you will indirectly bear a share of the management fees and other expenses as disclosed in each Fund’s prospectus. These expenses are charged by the respective Funds and are reflected in the net asset value of each individual Fund. Any such Fund fees and expenses are in addition to the investment advisory fee described above. 

Additionally, you may incur certain other charges, including those imposed by third-party financial institutions. These additional costs may include, and are not limited to wire transfer fees, paper statement fees, bounced check fees, transfer taxes, wire transfer and electronic fund fees. You understand that these fees are not included in the fee that you pay to Plenty RIA and its affiliates. 

Fee Payment 

By signing this Agreement, you authorize Plenty RIA, its affiliates and any sub-adviser to direct your Account’s Custodian to deduct any fees applicable to your Account directly from your Account (the “Account Fees”). In the event your Account does not include a cash balance adequate to pay the Accounts Fees, you authorize us to determine the assets in your Account that will be sold, and to liquidate these assets, without notice to you, to pay any applicable Account Fees and any other fees due under this Agreement. 

Payment of fees generally will be made first from Account assets in cash, next from the liquidation of cash equivalents, and finally from liquidation of securities held in your Account. Until you terminate your Account, you will be deemed to reaffirm continuously your agreement that the Custodian may deduct the Account Fees from your Account and pay such fees to Plenty RIA. 

Custody 

Client assets must be maintained in an account at a qualified custodian (the “Custodian”), which initially will be Pershing. Upon submitting all Account opening documentation, we will facilitate the opening of a Client’s custody account and will promptly notify you in writing of the Custodian’s contact information. You hereby authorize Plenty RIA and any sub-adviser to enter into any such agreements or other arrangements to facilitate the custody, execution and clearing of Account transactions. Clients receive at least quarterly account statements directly from the Custodian, listing account balance(s), transaction history and any fees deducted from the Account. We encourage all Clients to review their custodial account statements promptly to confirm the accuracy of the information provided. With regard to any custodian of Client assets, our authority will be limited to authorized trading activity unless the Client has opted for additional services.

Brokerage and Transaction Execution 

Client understands and agrees that the wrap fee includes investment advisory services, custody fees and brokerage fees. Accordingly, Client hereby directs all Account transactions to be executed through the Custodian. The Client acknowledges that directing all brokerage transactions through the Custodian may result in the loss of best execution of orders at the most favorable prices reasonably obtainable. Clients will not be permitted to direct brokerage to any other brokerage firm for execution of transactions in the Client’s Account. 

Notwithstanding the foregoing, Clients will be responsible for any transaction and settlement costs where Pershing executes client transactions in foreign markets, such as a purchase of a non-U.S. security through a local executing broker-dealer. In addition, we will trade away from the Custodian in certain instances, such as when that Custodian is unable to execute a particular type of transaction. Client will be responsible for any brokerage fees or other expenses that are associated with such transactions in addition to the wrap fee paid under this Agreement. 

Clients should understand that using a single broker-dealer to execute transactions for their Account may result in disadvantages to the Client as a possible result of less favorable executions than may be available through the use of a different or a wider range of broker-dealers. 

We, including any sub-adviser, will seek to combine or “batch” securities transaction orders (though we are not obligated to do so) to negotiate more favorable transaction terms. Under these circumstances, transactions will be averaged as to price and any non-brokerage transaction costs will be allocated among participating accounts in proportion to the purchase and sale orders placed for each account on any given day. If we cannot obtain execution of all the combined orders at prices or transaction terms that we believe are desirable, we will allocate the securities that we do buy or sell as part of the combined orders by following our order allocation policies and procedures. 

Margin Accounts 

As part of the Account opening process, Clients may be prompted to apply for a margin account with the Custodian (the “Margin Account”). Margin Accounts are offered by the Custodian. The Custodian will establish the criteria for opening and maintaining a Margin Account. Clients should review the Custodian’s Margin Handbook or any other applicable information prior to opening a Margin Account; by confirming the use of margin, Clients acknowledge final responsibility regarding appropriate usage of Margin Accounts for their Account and personal financial circumstances. Utilizing a Margin Account will cause you to pay additional fees to Pershing (e.g., interest on any margin loans). These fees are in addition to any fees paid to Plenty RIA. Plenty RIA will not be liable for any and all losses, claims, damages, or liabilities, cost, charge, expense or fee (including reasonable legal expenses) relating to a Margin Account. 

You hereby acknowledge that we or a sub-adviser may receive revenue sharing from the Custodian with respect to margin interest you pay to the Custodian from such margin loans.

Fractional Shares 

Shares purchased or sold on your behalf and/or held in your Account may be either whole shares or fractional shares, depending upon the cost of the shares and the dollar amount available to purchase such shares in your Account. Dividends received in connection with assets in your Account will be allocated pro-rata based on the fractional shares you hold and that you will not receive a dividend if the pro-rata amount of such dividend is less than $0.01. 

Investment Tools 

Client understands that any investment tools provided within Plenty’s platform is not a guarantee of performance and Plenty does not guarantee or make any warranty of any kind, express or implied, regarding the projections or recommendations generated by the investment tools. Client agrees that Plenty and its affiliates is not liable for any and all losses, claims, damages, or liabilities, cost, charge, expense or fee (including reasonable legal expenses), including lost opportunity or profits arising out of or relating to discrepancies between projections and suggestions and actual performance. 

Proxies and Corporate Actions

Client expressly retains all proxy voting authority with respect to investments in your Account, and Plenty RIA is expressly precluded from exercising voting rights with respect to such investments.  We are not responsible for giving or withholding any security holder consent, vote or authorization. 

Legal Proceedings 

Plenty RIA will not advise or take any action on behalf of any Client in any legal proceedings, including bankruptcies or class actions, involving securities held in, or formerly held in, a Client’s Account. 

Statements & Reports 

In connection with the Services, we may obtain and utilize information and data from a wide variety of public and private sources, including (i) financial publications that monitor market indices, industry research materials and other materials prepared by parties other than us and (ii) information and data concerning investment management firms obtained from both the investment management firms and/or from third party vendors. We will not utilize any such information or data if we have reason to believe it to be inaccurate. However, we will not independently verify, and cannot guarantee, such information and data, and make no representations or warranties with respect to any reports prepared by us for you to the extent such reports are based on such information or data or our analysis thereof. 

Access Disruptions 

Client understands that we do not guarantee that access to our Electronic Platform will be available at all times. We reserve the right to suspend access to the Electronic Platform without prior notice for scheduled or unscheduled system repairs or upgrades. Further, access to the online platform may be limited or unavailable due to, among other things: market volatility, peak demand, systems upgrades, maintenance, any kind of interruption of the services we provide, hardware or software malfunction or failure, internet service failure or unavailability, the actions of any governmental, judicial, or regulatory body, and force majeure. Client agrees that neither Plenty RIA nor any sub-adviser will be liable to Client for any and all losses, claims, damages, or liabilities, cost, charge, expense or fee (including reasonable legal expenses incurred by Client), including, but not limited to, lost profits, trading losses, and similar damages resulting from such access limitations or unavailability.

Assignment 

Plenty RIA may not assign this Agreement without the prior consent of Client if such consent is required under the Advisers Act. In the event of an assignment by Plenty RIA, Plenty RIA shall request any required consent(s) of Client through the Electronic Platform within a reasonable time (which shall not be less than thirty (30) days prior to the assignment). If Client does not respond to such request within the time specified, Plenty RIA shall inform Client that the proposed assignee will continue the advisory services of Plenty RIA for a specified reasonable time (which shall not be less than thirty (30) days prior to the assignment), and if Client does not respond to such second notice from Plenty RIA, Client’s continued acceptance of investment advisory services from the proposed assignee shall constitute Client’s consent(s) to the assignment. This Agreement shall bind and inure to the benefit of and be enforceable by the parties and their respective successors and assigns. 

Confidentiality 

Except as required by law, judicial process or as requested by regulatory authorities, Client agrees to maintain in strict confidence all investment advice and other non-public information that Client acquires from Plenty RIA in connection with the Account. Client agrees that Client shall not use any confidential information received from Plenty RIA for any purpose other than managing the Client’s Account, including, but not limited to, developing a service that competes with Plenty RIA’s services. Plenty RIA may disclose information relating to the Client’s Account to (i) its affiliates or other agents under this Agreement, (ii) to any Client service provider designated by the Client, (iii) any market counterparty/broker in relation to transactions undertaken for the Account, (iv) or any other third party to assist or enable the proper performance of Plenty RIA’s Services under the Agreement. Plenty RIA and any trading counterparties are authorized to disclose transaction and other information to data repositories and regulators for the purposes of meeting applicable transaction and other regulatory reporting requirements. 

Client acknowledges receipt of and consents to Plenty’s Privacy Policy. You may choose not to provide your personal information to Plenty RIA; however, in these cases, Plenty RIA may choose to terminate this Agreement and any related account(s). 

Legal Capacity 

If this Agreement is established by the undersigned Client, or the Client’s authorized representative in a fiduciary capacity, the Client hereby certifies that he/she is legally empowered to enter into or perform this Agreement in such a capacity. The Client represents that he or she is 18 years of age or older and has the full power and authority to enter and perform this Agreement. 

Joint Accounts 

If multiple persons are entering into this Agreement on behalf of a joint account, each person understands and agrees that the representations, warranties and agreements made herein are made on behalf of each and all of the joint account holders and further agree that each (a) is a customer of Plenty RIA under this Agreement and; (b) may deposit to, make withdrawals or transfers from, or issue stop payment orders with respect to the joint account without notice to or consent from any of the other owner(s) of the joint account (c) has the authority to act on behalf of the Account, and Plenty RIA and its affiliates are entitled to rely upon and may accept such instructions from any one Client, which may be limited due to only one of the Clients having login privileges to the Account, without any requirement to seek confirmation of instructions from the other Client(s); (d) is jointly and severally liable per the terms of this Agreement; and (e) that in the case of death of any of the joint account holders, interest in the entire Account shall vest in the surviving Account holder(s) under the same terms and conditions of this Agreement and the surviving Account holder(s) shall promptly provide Plenty RIA with written notice thereof and provide any documentation reasonably requested by Plenty RIA in its management of the Account. Plenty RIA may deliver securities or other property to, and send confirmations, notices, statements and communications of every kind, to any one of you, and such action shall be binding on each of you. 

Each owner of a joint account is jointly and severally responsible and liable for the acts and omissions of each of the other owners of the joint account. Each owner of a joint account agrees to release Plenty RIA from all liability in connection with any instructions or payments we receive from any other owner of the joint account. In addition, all joint account holders as well as their successors, assigns, heirs and personal representatives will indemnify and hold harmless Plenty RIA and its affiliates, their respective agents, and their respective successors and assigns from any and all loss, damage or liability arising out of claims (i) related to actions or instructions given by an authorized joint account holder or (ii) incurred because any representation or warranty contained herein or in any other applicable ancillary document, is, at any time, not true and correct. 

A joint account may be closed by any joint account owner. However, a joint owner may not remove any other joint account owner(s) from a joint account without an agreement signed by all of the owners of the joint account. If an owner of a joint account makes adverse claims or demands concerning the joint account, Plenty RIA may, in its sole discretion, refuse to recognize such claims or refuse to take action until the rights of all interested parties have been resolved to our satisfaction and we are provided a copy of an agreement signed by all owners of the joint account. 

Non-Exclusive Services 

You understand and agree that Plenty RIA may provide investment advisory or other services to other clients. You further understand that we and our affiliates may take investment action on behalf of such other clients, or for Plenty RIA, its affiliates and/or its employees’ own accounts that may differ from the investment action taken on behalf of your Account(s). 

Representations and Warranties 

You represent and warrant that: (i) you have full power and authority to enter into this Agreement; (ii) the terms hereof do not violate any obligation by which you are bound, whether arising by contract, operation of law, or otherwise; (iii) this Agreement has been duly authorized and will be binding according to its terms; (iv) as of the effective date of this Agreement and at all times during the term of this Agreement, none of the Account’s assets are or will be assets of “employee benefit plans” within the meaning of the Federal Employee Retirement Income Security Act of 1974, as amended and (v) you shall promptly notify Plenty RIA if any of your representations or warranties in this Agreement are no longer true or completely accurate. 

Client also understands and agrees that Plenty RIA will manage Client’s Account based on the information Client provides to Plenty RIA and if any such information becomes incomplete or inaccurate, Client will promptly notify Plenty RIA and update any applicable information on the Electronic Platform. Client further understands that Plenty RIA does not guarantee the performance of the Account and the Account is not insured against any investment losses that may occur. If this Agreement is entered into by a trustee or other fiduciary, such trustee or fiduciary represents that the Services to be provided by Plenty RIA are within the scope of the services and investments authorized by the governing instruments of, and laws and regulations applicable to, the Client, and that such trustee or fiduciary is duly authorized to enter into this Agreement. 

Anti-Money Laundering/Countering Terrorism-Financing 

In connection with opening an account with Plenty RIA and the Custodian, Clients will be required to provide information and other documentation to verify the identity of the Client. Plenty RIA and other entities that service your Account are prohibited from engaging in transactions with, or providing services to, certain foreign countries, territories, entities and individuals, including without limitation, specially designated nationals, specially designated narcotics traffickers and other parties subject to United States government or United Nations sanctions and embargo programs. Accordingly, the Client represents and warrants the following and shall promptly notify Plenty RIA if any of the following ceases to be true and accurate: (a) to the best of the Client’s knowledge based upon appropriate diligence and investigation, none of the cash or property that the Client has paid or will pay or deposit in its Account has been or shall be derived from or related to any activity that is deemed criminal under United States law, nor will any of the Client’s payments or deposits to your Account directly or indirectly contravene United States federal, state, international or other laws or regulations, including without limitation any anti-money laundering (“AML”) or countering terrorism-financing (“CTF”) laws (collectively, “AML/CTF Laws”) and (b) no contribution or payment by Client to Plenty RIA shall cause Plenty RIA to be in violation of any AML/CTF Laws. Client understands and agrees that if at any time it is discovered that any of the representations in this Section are untrue or inaccurate, or if otherwise required by applicable law or regulation related to AML/CTF and similar activities, Plenty RIA may undertake appropriate actions to ensure compliance with applicable law or regulation, including, but not limited to, freezing or forcing a withdrawal of the Client’s cash or assets from Plenty RIA or the Custodian. 

Investment Risks 

You recognize that there may be loss or depreciation of the value of any investment or other assets in the Account due to the fluctuation of market values, and accordingly the value of your Account will change over time and may decrease. You represent that we have not made any guarantee, either oral or written, that your investment objective will be achieved or that the value of any Account assets will not decline. The implementation of the investment algorithms described herein are subject to many risks. You should carefully review the risks described in Item 6: Portfolio Manager Selection and Evaluation in our Form ADV Part 2A (Wrap Fee Program Brochure).  

Term and Termination 

This Agreement will remain in full force and effect until either party gives written notice to the other party of its intention to terminate the Agreement. This Agreement may be terminated, without penalty, upon at least 30 days written notice by us or immediately by you. Client notice of termination shall be provided to Plenty RIA through the Electronic Platform. After all client assets have been liquidated, the balance in the Client’s Account will be remitted to the Client’s linked bank account and the Account will be closed. Subject to the Liability and Indemnification Section below, Plenty RIA will not be liable to Client for any consequences of such liquidation. 

Termination of this Agreement will not affect (i) the validity of any action previously taken by us under this Agreement; (ii) liabilities or obligations of the parties from transactions initiated before termination of this Agreement; and (iii) your obligation to pay our fees (prorated through the date of termination). 

Liability and Indemnification 

To the fullest extent permitted by applicable law, you agree that we and our affiliates and our officers, directors, employees, authorized agents, successors and representatives (together, the “Indemnified Persons”) will not be liable for any and all losses, claims, damages, liabilities, cost, charge, expense or fee (including reasonable legal expenses) (“Losses”) resulting from any of our acts or omissions in the exercise of our powers vested under the terms of this Agreement that are not the direct result of our breach of fiduciary duty under this Agreement. We will not be liable for any act or failure to act by the Custodian and/or any broker-dealers to which we facilitate trading through. We shall not be liable for any act or omission of any sub-adviser, Custodian, brokerage firm or counterparties that we choose with reasonable care. Notwithstanding the foregoing, we shall not be liable for the acts or omissions of any third parties who perform services for the Account that we do not select. 

Client agrees to indemnify and hold the Indemnified Persons harmless from and to reimburse them for any Losses (including our compensation) incurred by us while acting in accordance with the terms of this Agreement and that are not the direct result of our breach of fiduciary duty under this Agreement. Without limitation, we shall not be liable for Losses resulting from or in any way arising out of (i) any action of the Client or its previous advisers, other agents, (ii) force majeure or other events or circumstances beyond our control, including without limitation any failure, default or delay in performance resulting from computer or other electronic or mechanical equipment failure, unauthorized access, strikes, failure of common carrier or utility systems, severe weather or breakdown in communications not within our control or other causes commonly known as “acts of god”, (iii) general market conditions unrelated to any material violation of this Agreement by us, or (iv) any loss arising from any action that we take or omit in good faith with the degree of care, skill, prudence and diligence that a person acting in a fiduciary capacity would use under the circumstances. 

We shall not be responsible for (a) any of Client’s assets that we are not advising under this advisory agreement; or (b) providing a comprehensive financial plan that diversifies all of the Client’s assets. We will not have liability for incomplete or inaccurate information provided nor have liability for a Client’s failure to promptly notify us of changes to the Client’s personal, financial, or economic situation that may impact goals and portfolio suggestions. Furthermore, we will not have liability for providing incorrect payment instructions for funding portfolios. When funding portfolios, Clients agree to be bound by the National Automated Clearing House Association’s operating rules. Clients acknowledge that processing of ACH transactions or fund transfers for deposits or withdrawals may be delayed for five or more business days. Clients further acknowledge that we or Indemnified Persons shall not be liable for transaction processing delays, any act or omission of, including without limitation overdrafts or other fees charges by financial institution.

Notwithstanding the foregoing, you understand that the persons protected from liability as described above may owe certain duties to you under the Advisers Act, or other federal or state statutes, or rules or regulations thereunder, or the rules or regulations of self-regulatory organizations, the breach of which may confer upon you certain rights of action against those persons even if such breach did not involve a violation of the standards of care set forth above. Accordingly, those standards are not intended to constitute or be considered as a waiver or limitation of any such rights of action available to you. Nothing in this Agreement may be interpreted to limit or modify our fiduciary duties to our 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. 

Dispute Resolution 

Any claim, controversy, or dispute arising out of or relating to this Agreement or the interpretation and validity thereof, performance, termination, enforcement, or alleged breach thereof, must be finally settled by binding, individual, arbitration conducted in accordance with this Agreement. The arbitration will be conducted before, and only before, a single arbitrator set up by Judicial Arbitration and Mediation Services (“JAMS”) in accordance with its arbitration procedures. Either the Client or Plenty RIA may initiate arbitration by filing a written claim with JAMS. The venue for any arbitration will be in San Francisco, California. The decision of the arbitrator(s) will be binding and conclusive upon the parties, their successors, legal representatives and assigns. This arbitration provision shall survive termination of this Agreement. You and we acknowledge the following regarding this arbitration clause: 

• Arbitration is final and binding; 

• Arbitration clauses may not be enforceable where prohibited by law; 

• Each party is waiving its right to seek remedies in court, including a right to a jury trial;

• Pre-arbitration discovery may be generally more limited than and different from court discovery proceedings, depending on the applicable rules of arbitration;

• The arbitrator’s award may not be required to include factual findings or legal reasoning, and any party’s right to appeal or to seek modification of rulings by the arbitrator may be strictly limited, depending on the applicable rules of arbitration; and 

• The arbitrator may be a person who was or is affiliated with the securities industry selected from banking, legal, or investment-related professions. 

The prevailing party will be entitled to reasonable attorney’s fees together with any reasonable costs and expenses from arbitration. This arbitration agreement will be enforced and interpreted exclusively in accordance with the Federal Arbitration Act. Client understands that nothing in this Agreement modifies any rights Client may be afforded under the federal or state securities laws, including the Advisers Act and the Federal Arbitration Act, and Client therefore is not waiving any rights Client may be afforded under such laws to pursue remedies by other means. 

Client and Plenty RIA agree that each may bring claims against the other only in their respective individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, if our dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with Client’s claims and may not otherwise preside over any form of a representative or class proceeding. If any of the specific provisions within this Section are found to be unenforceable, the remainder of this Section shall not be affected thereby and, to this extent, the provisions of this Section shall be deemed to be severable.

Consent to Electronic Delivery of Account Information, Notices and Documents and Use of Electronic Signatures 

Our opening and maintaining your Account is conditioned on your agreement to receive all notices, documents, electronic records and other information related to your account and investments electronically, through the Electronic Platform. You agree that when we send these to you they constitute delivery of the information or documents contained in the electronic communication, even if you do not actually access the information or documents through the Electronic Platform. 

By executing this Agreement, you further agree and acknowledge that: 

• You authorize Plenty RIA to deliver any disclosures, notices, agreements, statements, electronic records, documents, and other information (collectively, “Communications”) required under this Agreement, or any type of document relating to your Account through the Electronic Platform.

  • The term “Electronic Records” includes, but is not limited to, any and all current and future notices and any and all required disclosures, including Fund offering materials and periodic reporting, as well as such other documents, statements, data, records, agreements and any other Communications regarding your relationship with Plenty RIA and its affiliates. 

• You have access to a computer, tablet or mobile device with the means to access the Electronic Platform and such documents.

  • You acknowledge that, for your records, you are able to retain the Electronic Records and Communications by printing and/or downloading them.

• You agree to notify us immediately if you have any reason to believe your Account has been compromised by any third party. 

• You agree that in no event will Plenty RIA or any of its affiliates be responsible in any manner for any losses or damages caused by any unauthorized use of your Plenty RIA account, bank account, email address, email account or instructions received by Plenty RIA from your email address or account. 

• You agree that your use of a touch screen, keypad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide Plenty RIA with instructions or your agreement or assent or other action pursuant to this Agreement, constitutes your signature (hereafter referred to as “E Signature”), acceptance and agreement as if actually signed by you in writing.

• By providing an E signature on the application for the Client’s account, the Client acknowledges and agrees that the provided E signature is evidence of the Client’s express consent to be legally bound by this Agreement and subsequent terms that govern the use and provision of Plenty RIA’s services.

• You represent that you are authorized to execute this Consent, the Agreement and any other documents under the Agreement for all persons who own or are authorized to access any of your Accounts and that such person(s) will be bound by the terms of this Consent, the Agreement and any other documents under this Agreement.

• The term of this consent is indefinite, but you may revoke this authorization at any time by contacting support@withPlenty.com or by using the Electronic Platform.  You acknowledge that we reserve the right to restrict or terminate your access to the Platform, including without limitation the Electronic Platform, if you withdraw this Consent. 

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Hardware, software and operating system 

To receive the Electronic Records, you will need a mobile device with a compatible operating system and a connection to the Internet, and you will need access to a printer or the ability to download information to keep copies for your records. Changes, if any, to these system hardware and software requirements will be updated in the Electronic Platform. You must periodically refer to the Electronic Platform for current system requirements. By establishing and then accessing your Account, you are indicating that you have the capability to access the agreements and other information/documents, and are able to download or print copies for your records. You are responsible for installation, maintenance, and operation of your mobile device, browser and software. We are not responsible for errors or failures from any malfunction of your mobile device, computer, browser or software. We also are also not responsible for computer viruses or related problems associated with use of an online system. 

Modifications and Amendments

The Client acknowledges and agrees that Plenty RIA may update this Agreement from time to time by notice to you through the Platform and the Client agrees to consult Plenty’s website for the latest Agreement. Unless otherwise required by law, Plenty RIA reserves the right to upload account-related information, documents, and notices to the Electronic Platform or website without providing notice to the Client. The Client agrees that delivery through postal or email is considered personal delivery when Plenty RIA sends or posts it, whether or not the Client receives it. The Client acknowledges and agrees that the Client is responsible for reviewing Plenty RIA’s website or Electronic platform for information regarding that Client’s account.

Receipt of Documents 

The Client acknowledges that you have received a copy of Plenty’s Privacy Notice, Plenty RIA’s Form ADV Part 2A (wrap fee brochure) and 2B, Form CRS, and any supplemental disclosures. Such disclosure documents were provided prior to entering into this Agreement. 

Applicant Status 

You hereby represent and warrant that you are either (i) a United States person, which includes a United States resident alien, have a valid United States residential mailing address and have a valid US taxpayer identification number (or social security number), or (ii) a United States resident alien. 

Effective Date 

This Agreement will be effective on your acceptance of its terms electronically by submitting the completed Agreement through the Electronic Platform.

Governing Law 

This Agreement shall be governed by, and interpreted according to, the laws of the State of California, without reference to principles of conflict of laws. 

Advice of Counsel

Clients agree and acknowledge that, in executing this Agreement, they had the opportunity to seek the advice of independent legal counsel and have read and understood all of the terms and provisions of this Agreement. 

Entire Agreement 

This Agreement represents our entire understanding with regard to 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. 

Validity 

If any part of this Agreement is found to be invalid or unenforceable, it will not affect the validity or enforceability of the remainder of this Agreement. 

No Third-Party Beneficiaries 

Except with respect to Plenty RIA’s rights pursuant to the Account Agreement, neither party intends for this Agreement to benefit any third-party not expressly named in this Agreement.

Exhibit 1 
Fee Schedule 

The annual investment advisory fee of 0.5% of the value of your Account, as described below, will be accrued daily and collected monthly in arrears, on the last day of the month or if you terminate your account before a month-end, the investment advisory fee will be accrued through the Account termination date and payable on the date of termination.  

Plenty RIA may collect the fee from the Custodian, or the Account sub-adviser may collect the fee from the Custodian, retain the subadvisory fee and pay Plenty RIA the balance. 

If a Client requests a withdrawal that will result in insufficient assets to pay any fees that have accrued at the time of the withdrawal, such fees will be paid out of the Account at the time of the withdrawal. 

Investment advisory fees will be based on the market value of the securities as determined by the Custodian, plus any cash in your account, at the end of each business day, as of the close of trading on the New York Stock Exchange (“NYSE”) or as of the immediately preceding close of the NYSE for days when the NYSE is closed. Plenty RIA may reduce or waive its fees or may provide a fee adjustment to any client in its sole discretion and without notice to any other client.