Investment Advisory Agreement

The Program seeks to implement investment portfolios designed by investment advisors with target asset allocations based on the Client's financial situation, risk tolerance and time horizon. Using the Advisor's Platform, the Client agrees to provide information necessary to determine Client's financial situation, risk tolerance and time horizon. The Client's responses will determine an appropriate investment strategy for the Client's Account.

Advisor has discretion over crafting investment strategy and necessary portfolio construction to meet the client's objective and investment profile. This may include the use of core investment models created and managed by Farther Asset Management, LLC, an affiliated company.

Client agrees that Advisor may electronically deliver all documents and other information via the Advisor's Platform. Client acknowledges receipt of Part 2 of Form ADV or a brochure containing the equivalent information and a Privacy Notice.

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 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.

The Client acknowledges it has legal authority to execute this Agreement and that there are no encumbrances on any assets in account. The Client correspondingly agrees to immediately notify the Advisor, in writing, in the event that either of these representations should change.

The Advisor's fees for Program services provided under this Agreement shall be in accordance with the fee terms discussed in “Exhibit A” which is incorporated into this Agreement by reference. The Client authorizes the custodian of the assets in the Account to deduct advisory fees from the Account and to remit such fee to the Advisor in accordance with required regulatory procedures and Client's custodial agreement.

The Client agrees that because the Advisor does not have custody of the assets in the Account, the Advisor shall have no liability to the Client for any loss or other harm to any assets or property in the Account, including any harm to any assets or property in the Account resulting from the insolvency of the custodian or any acts of the agents or employees of the custodian, regardless of whether the full amount of such loss is covered by Securities Investor Protection Corporation (SIPC) or any other insurance which may be carried by the custodian. The Client understands that SIPC provides only limited protection for the loss of property held by a broker-dealer.

Advisor agrees to act in the Client's best interest at all times. Should a conflict of interest arise, Advisor shall refrain from rendering any advice or services related to the conflict of interest. Advisor will immediately disclose to Client any conflict of interest having a significant detrimental effect on the services offered to Client.

Except to the extent the Client directs otherwise, the Advisor may use its discretion in recommending the broker or dealer. In recommending brokers and dealers, Advisor will generally seek “best execution.” Best execution means in recommending a broker or dealer the Advisor will comply with its fiduciary duty to obtain best execution and will take into account such relevant factors as:

1. price;
2. the broker's or dealer's facilities, reliability and financial responsibility;
3. the ability of the broker or dealer to effect transactions, particularly with regard to such aspects as timing, order size and execution of order;
4. the research and related brokerage services provided by such broker or dealer to the Advisor, notwithstanding that the Account may not be the direct or exclusive beneficiary of such services; and
5. any other factors the Advisor considers to be relevant.

Advisor does not guarantee the future performance of the Account or any specific level of performance, the success of any investment decision or strategy that Advisor may use, or the success of Advisor's overall management of the Account. Client understands that investment decisions made for the Account by Advisor are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable.

Advisor will use its best judgment and good faith efforts in rendering services to the Client. Investment recommendations shall not constitute legal or tax advice, analysis or opinion. Client indemnifies Advisor and its associates for any losses, claims, or damages, including legal fees, which may be incurred by Advisor as a result of its reliance upon inaccurate information provided by the Client.

This Agreement will continue in effect until terminated by either party for any reason. A request to terminate the Agreement shall be communicated as outlined in Section 18 below. Termination of this Agreement will not affect (i) the validity of any action previously taken by Advisor 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 (prorated through the date of termination). Upon the termination of this Agreement, Advisor will have no obligation to recommend or take any action with regard to the securities, cash or other investments in the Account.

This Agreement may not be assigned as the term is defined by the Investment Advisers Act of 1940 by either the Client or the Advisor without the prior consent of the other party.

Advisor, 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 Advisor does for the Account. Client expressly acknowledges and understands that Advisor shall be free to render investment advice to others and that Advisor does not make its investment management services available exclusively to Client.

Nothing in this Agreement shall impose upon the Advisor any obligation to purchase or sell, or to recommend for purchase or sale, for the Account any security which the Advisor, 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 the Advisor such investment would be unsuitable for the Account or if the Advisor determines in the best interest of the Account it would be impractical or undesirable.

The parties acknowledge that mediation usually helps parties to settle their dispute. Therefore, any party may propose mediation whenever appropriate through any mediation process the parties may agree upon.

If not by mediation, except in matters for injunctive relief, any claim or controversy arising out of or relating to the Agreement shall be resolved by binding arbitration in accordance with the then effective arbitration rules of any qualified private arbitration organization. The arbitration organization to hear the case shall be determined by the party who first initiates arbitration by filing a claim in accordance with the filing rules of the organization selected. Any judgment upon the award rendered pursuant to such arbitration may be entered in any court of competent jurisdiction over the matter.

For any claim to be considered by an arbitrator(s) the claim must be within the statute of limitations applicable to the claim as if it were filed in a court of competent jurisdiction. Any claims, which are not received within the applicable statute of limitations, are deemed waived and barred. Nothing in this Agreement may be interpreted to limit or modify the Adviser's fiduciary duty to the Client or as a waiver of any right or remedy a Client may have under federal or state securities laws.

In the event any action, including without limitation those arising before and at any trial, arbitration, bankruptcy, or other proceeding and in any appeal, is filed to enforce or interpret the terms and obligations of this Agreement or any issues related to the United States Bankruptcy Code (whether or not the issues relate to the terms of this Agreement), the prevailing party shall be entitled to its reasonable attorney fees, paralegal fees, disbursements and costs, including reasonable post-judgment attorney fees incurred in collection efforts.

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.

If this Agreement is between the Advisor and married Clients, Advisor's services shall be based upon the joint goals communicated to the Advisor. Advisor shall be permitted to rely upon instructions from either party with respect to disposition of the assets, unless and until such reliance is revoked in writing to the Advisor. The Advisor 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.

This Agreement supersedes and replaces, in its entirety, all previous investment advisory agreement(s) between the parties. 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 California. In addition, to the extent not inconsistent with applicable law, the venue for the resolution of any dispute or controversy between Advisor and Client shall be the County of San Francisco, California.

This Agreement may be terminated by sending an email request to help@farther.com or by mailing a signed written request to the postal address on the Advisor's current Form ADV Part 2.

This Agreement shall apply to any subsequent or additional accounts opened by Client with Advisor, or, if a joint account, by any one of the Clients in the account, as if a separate Agreement was executed for each new account.

This Agreement shall constitute the entire agreement between the parties. No other agreement, verbal or otherwise, shall be binding upon the parties unless written and signed by both parties.

BY CLICKING OR TAPPING “I Agree” THE CLIENT AGREES TO ENTER INTO THIS AGREEMENT AND BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS EFFECTIVE AS OF THE DATE BELOW. CLICKING OR TAPPING “I Agree” HAS THE SAME LEGAL EFFECT AS SIGNING A PAPER VERSION OF THIS AGREEMENT. CLIENT ACKNOWLEDGES THIS AGREEMENT AND APPLICABLE FEES MAY BE AMENDED FROM TIME TO TIME. CLIENT AGREES, BY MAINTAINING AN ACCOUNT OR USING THE PROGRAM WITHOUT PROPER NOTICE AFTER ADVISOR PROVIDES NOTIFICATION OF A NEW VERSION OF AN AGREEMENT, TO ACCEPT ALL TERMS AND CONDITIONS OF ANY AMENDED AGREEMENT, INCLUDING ANY NEW OR CHANGED FEES, TERMS OR CONDITIONS.

The above annualized fees are negotiable and charged monthly on a pro-rata basis in advance. Advisory fees are based on the fair market value of the portfolio under management at the closing date of each month. In the event that the Client terminates the managed account between monthly billing cycles, the Client will receive a pro-rata refund based on the amount of time their account has been under management and the time remaining within that particular month.

A Client may also incur certain charges imposed by custodians, and other third parties. These include transfer fees, execution costs, broker-dealer spreads, broker-dealer mark-ups or markdowns on principal transactions, administrative fees, 12b-1 fees and other similar fees on brokerage accounts and securities transactions. Exchange traded funds also charge internal management fees, which are disclosed in the relevant fund's prospectus. Farther does not receive these fees or any other compensation from exchange traded fund's fund managers. Such fees are in addition to advisory fees contained in the above fee schedule.

Ongoing use of the Program reaffirms the Client's agreement that Farther may charge the Client's respective account, as applicable. If Farther is unable to collect the advisory fee from the Client's account, Farther reserves the right to liquidate assets to pay advisory fees, or to assess the fee in arrears and/or terminate the Client's participation in the Program. Termination of any account may be undertaken at Farther's sole discretion. Upon termination of an account, assets may be liquidated as soon as practicable. Any unearned pre-paid fees will be calculated and refunded on a pro-rata basis.