Stash Management Service Agreement

The undersigned (“Client”), being duly authorized, has established an Account/Relationship (the“Account”), and hereby agrees to engage Stash Wealth (“SW”) on the following terms and conditions.

1. Appointment of Stash Wealth

Client hereby appoints SW as wealth adviser for the Account. SW shall supervise and direct the investments of and for the Account, subject to the objectives, limitations and restrictions listed in Client’s Investment Policy Statement, (a.k.a the Stash Plan®). Client agrees to keep their client profile information contained within the Stash portal up to date, and any changes to the restrictions or limitations applicable to the Account, and to provide SW with prior written notice of any changes in the identity of persons authorized to act on behalf of Client with respect to the Account.

2. Services by SW

By execution of this Agreement, SW hereby accepts the appointment as wealth adviser for the Account and agrees from and after the effective date, as referred to in the signature page,

To supervise and direct the investments of the Account in accordance with the investment objectives of Client as outlined in the Stash Plan®, and as communicated hereafter in writing or other format to SW from time to time;

To appraise and review, at least quarterly during the period of this Agreement investments of the Account, as initially accepted by SW, together with all additions, substitutions and alterations thereto; and
To render to Client at least quarterly a written statement of the investments of the Account.

This statement will come directly from a custodian. It is understood and agreed that SW, in the maintenance of records for its own purposes, or in making such records or the information contained therein available to Client or any other person at the direction of Client, does not assume responsibility for the accuracy of information furnished by Client or any other third party.

3. Procedure

SW has appointed Apex Clearing as custodian to take and have possession of the assets of the Accounts. At no time will the Advisor accept, maintain possession or have custodial responsibility for the Client’s funds or securities. SW will have no custody of Client’s funds, investments, or assets (except for the authorized deduction of client fees); and all funds/securities will be delivered between Client and the Custodian only. Instructions of SW to Client or the Custodian with respect to investments shall be made in writing or electronically and confirmed as soon as practicable thereafter. If the identity of the Custodian changes, then SW will provide Client with prompt notice of the change. Client hereby authorizes SW to receive from the Custodian a copy of any agreement between Client and the Custodian in effect at any time with respect to the Account. Depending on asset level, clients account will either be debited directly on a monthly basis or Client will subscribe to Moonclerk as outlined in SW’s ADV.

4. Services to Other Clients

It is understood that SW performs wealth advisory services for various clients and that the services provided by SW are offered/rendered on a non-exclusive basis. Client agrees that SW may give advice and take action in the performance of its duties with respect to any of its other clients which may differ with the advice given or action taken with respect to the Account, so long as it is SW’s policy, to the extent practical, to allocate investment opportunities to the Account over a period of time on a fair and equitable basis relative to other clients. Nothing in this Agreement shall be deemed to confer upon SW any obligation to acquire for the Account a position in any security which SW, its principals or employees may acquire for its or their own accounts or for the account of any other client, if in the sole and absolute discretion of SW it is not for any reason practical or desirable to acquire a position in such security for the Account.

5. Inside Information

SW shall have no obligation to seek to obtain any material non-public (“inside”) information about any issuer of securities, or to purchase or sell, or to recommend for purchase or sale, for the Account the securities of any issuer on the basis of any such information as may come into its possession.

6. Proxies

SW will not be required to take any action or render any advice with respect to the voting of proxies solicited by or with respect to the issuers of securities in which assets of the Account may be invested from time to time except as may be directed by Client and except as may be otherwise required by law.

7. Fees

The compensation of SW for its services rendered hereunder shall be calculated in accordance with the Schedule of Fees outlined below. Client shall be given thirty (30) days’ prior written notice of any proposed increase in fees. Any increase in fees shall be accompanied by an amendment or the execution of a new contract, with signatures from both parties evidencing acknowledgment and acceptance of the new fees. SW will not be compensated on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of the Client. SW is authorized to withdraw fees directly from the Account, unless exception applies. The client should be aware that lower fees for comparable services may be available from other sources.

Assets Management Under Fee
Up to $250,000.00 1.2%
$250,000.01 - $500,000 1.1%
$500,000.01 - $600,000 1.0%
$600,000.01 - $700,000 0.90%
$700,000.01 - $800,000 0.80%
$800,000.01 - $900,000 0.70%
$900,000.01 - $1,000,000 0.60%
$1,000,000.01 and up 0.50%

Fees are withdrawn directly from the client’s accounts on a monthly basis and subject to a $90/mo minimum. For Fast-Track clients, Stash Management™ fees are charged at a flat rate of $75/mo.

8. Valuation

In computing the market value of any investment of the Account, the securities in the Account listed on a national securities exchange or otherwise subject to current last-sale reporting shall be valued at the amount reported on the statement that Client receives from the Custodian. Such securities which are not traded nor subject to last-sale reporting shall be valued at the latest available bid price reflected by quotations furnished to SW by such sources as it may deem appropriate. Any other security shall be valued in such manner as shall be determined in good faith by SW and the Client to reflect its fair market value.

9. Representations by Client

The execution and delivery of this Agreement by Client shall constitute the representations by Client that the terms hereof do not violate any obligation by which Client is bound, whether arising by contract, operation of law or otherwise; that if Client is an entity other than a natural person (a) this Agreement has been duly authorized by appropriate action and is binding upon Client in accordance with its terms and (b) Client will deliver to SW such evidence of such authority as SW may reasonably require, whether by way of a certified corporate resolution or otherwise; SW is responsible only for the Account and not for the diversification or prudent investment of any outside assets or holdings of Client.

This section applies only if your Account is for a pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

If Client is an ERISA plan (not simply a plan member) and the Account is for the assets or holdings of such ERISA plan, then SW acknowledges that it is a “fiduciary” within the meaning of ERISA and Section 4975(e)(3) of the Code. Client represents that SW has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client authority to retain SW. Client acknowledges that he/she is a “named fiduciary” with respect to the control or management of the assets in the Account. Client will furnish promptly to SW the governing plan documents, any amendment to the plan, and Client agrees that, if any amendment affects SW rights or obligations, the amendment will be binding on SW only when agreed to by SW in writing. If the Account contains only a part of the assets of the plan, Client understands that SW will have no responsibility for the diversification of all of the plan’s investments and that SW will have no duty, responsibility or liability for Client assets that are not in the Account. If ERISA or other applicable law requires bonding with respect to the assets in the Account, upon written request by SW, Client will obtain and maintain at Client expense bonding that satisfies the requirements of Section 412 of ERISA and covers SW and affiliated persons of SW.

10. Representations by SW

By execution of this Agreement, SW represents and confirms that it is registered as an investment adviser pursuant to applicableState or Federal laws.

11. Termination

This Agreement shall continue in effect until terminated by either party by giving to the other party thirty (30) days’ written notice.; provided that the Client may at any time, upon delivery of written notice to SW, terminate the discretionary authority of SW. Client may terminate the Agreement within five (5) business days of signing the Agreement, without penalty and with full refund.

12. Notices

All notices and other communications contemplated by this Agreement shall be deemed duly given if e- delivered to SW, to the attention of its Managing Member, and to Client at the email address appearing in the Client Portal.

13. Governing Law

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

14. Authority

When necessary, SW shall authorize the payment of transaction costs from the Account. No commissions will be paid to SW or any SW affiliate.

(Discretionary Investment Management)
Except as otherwise set forth in this Agreement, Client authorizes SW to investigate, purchase, and sell on behalf of Client, various securities and investments. SW is authorized to execute purchases and sales of securities on Client’s behalf without consulting Client regarding each sale or purchase.

15. Receipt of Forms ADV Part 2A, Part 2B(s), and Privacy Policy Statement

Client acknowledges receipt of SW’s Privacy Policy and Parts 2A and 2B of Form ADV; disclosure statements containing the equivalent information; or a disclosure statement containing at least the information required by Part 2A Appendix 1 of Form ADV, if the client is entering into a wrap fee program sponsored by the investment adviser. If the appropriate disclosure statement was not delivered to the client at least 48 hours prior to the client entering into any written or oral advisory contract with this investment adviser, then the client has the right to terminate the contract without penalty within five business days after entering into the contract. For the purposes of this provision, a contract is considered entered into when all parties to the contract have signed the contract, or, in the case of an oral contract, otherwise signified their acceptance, any other provisions of this contract notwithstanding. Copies of said documents remain on file for client access in Client Portal under Settings > Disclosures.

16. Consent to Electronic Delivery

Client hereby consents to receive various communications from SW via e-mail or other electronic delivery method. These items may include but are not limited to: all statements or reports produced by SW; trade confirmations; billing invoices; all Client brochures (Form ADV, Wrap Brochure, etc.); Privacy Policy Statements; and any other notices or documentation that SW chooses to provide on an ongoing or occasional basis. Client agrees to maintain current email addresses within Client Portal.

17. Assignment

No assignment of this contract can be made by either SW or Client without the written consent of the other party.

18. Confidential Relationship

All information and advice furnished by either party to the other shall be treated as confidential and shall not be disclosed to third parties except as required by law.

19. Title to Assets

Except to the extent Client has notified, or in the future notifies, SW in writing, Client represents that assets in the Account belong to Client free and clear of any lien or encumbrances.

20. Minimum

There is no account minimum.

21. Market Conditions

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

22. Death or disability

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

23. Statement of Understanding

Client acknowledges that SW has provided additional education with regard to Risk/Return during the Stash Plan® process. Client understands portfolio risk may be more or less than Client is comfortable with when it would affect their probability of success, as indicated by the ‘confidence meter’ in Client’s Stash Plan®. When you invest with SW, a risk-tolerance questionnaire isn’t provided because risk parameters are defined by the goal time- horizon as discussed during the planning process i.e. Stash Plan®. Thus our advice is carefully calibrated to deliver the optimal risk-adjusted returns over Client’s specific time frame, and integrate that with the level of saving required to meet Client’s goals.

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