BETTERMENT CLIENT AGREEMENTS

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1 BETTERMENT CLIENT AGREEMENTS EFFECTIVE AS OF MAY 28, 2014 This document compiles assorted agreements and representations that establish and govern the Betterment- Client Relationship. Table of Contents BETTERMENT WRAP FEE BROCHURE BETTERMENT LLC ADVISORY AGREEMENT FEE SCHEDULE RECOMMENDED PORTFOLIOS OF FUNDS BETTERMENT SECURITIES BROKERAGE AGREEMENT FINRA'S MARGIN DISCLOSURE STATEMENT CONSENT TO ELECTRONIC DELIVERY OF DOCUMENTS FROM BETTERMENT AND BETTERMENT SECURITIES ELECTRONIC FUNDS TRANSFER RIGHTS AND ERROR RESOLUTION ELECTION TO RECEIVE PERIODIC STATEMENTS SOLICITOR ACTIVITIES DISCLOSURE BROCHURE ADDITIONAL BONUS CREDIT TERMS NOTICE OF CLIENT S RIGHT TO SELECT PORTFOLIO COMPOSITION TRANSFER ON DEATH AGREEMENT FOR NON- IRA BETTERMENT ACCOUNTS BROKER CHECK INFORMATION CERTIFICATION OF TRUST SUNWEST TRUST, INC. CUSTODIAL AGREEMENT FOR TRADITIONAL IRA ACCOUNT SUNWEST TRUST, INC. CUSTODIAL AGREEMENT FOR ROTH IRA ACCOUNT ADDITIONAL PROVISIONS OF THE SUNWEST TRUST, INC. CUSTODIAL AGREEMENT SUNWEST TRUST, INC. SELF DIRECTED IRA ACCOUNT HOLDER DISCLOSURE AND HOLD HARMLESS

2 IRA DISCLOSURE STATEMENT 140 2

3 BETTERMENT WRAP FEE BROCHURE Form ADV Part 2 Betterment 61 West 23 rd Street 5 th Floor New York, NY This wrap fee program brochure provides information about the qualifications and business practices of Betterment LLC (hereinafter Betterment ). If you have any questions about the contents of this brochure, please contact us at support@betterment.com or at The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Betterment is available on the SEC s website at 3

4 Summary of Material Changes The most recent previous update of this wrap fee program brochure was March 31 th, The material changes introduced in this update are: The amount of Betterment s assets under management has been updated There are also non- material updates that have been made to the wrap fee program brochure in order to enhance the description and explanation of the wrap fee program. 4

5 Wrap Fee Brochure Table of Contents Wrap Fee Brochure Table of Contents COVER PAGE... 3 SUMMARY OF MATERIAL CHANGES... 4 TABLE OF CONTENTS... 5 SERVICES, FEES, AND COMPENSATION... 6 GENERAL INFORMATION... 6 PROGRAM DESCRIPTION AND INVESTMENT STRATEGY... 6 FEES... 6 ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS... 7 PORTFOLIO MANAGER SEELCTION AND EVALUATION... 7 PORTFOLIO MANAGEMENT SERVICES... 7 INVESTMENT TOOLS... 8 TRADE EXECUTION, ACCOUNT MAINTENANCE, AND ASSET CUSTODY... 8 OTHER INFORMATION ABOUT BETTERMENT S PORTFOLIO MANAGEMENT... 9 CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS... 9 CLIENT CONTACT WITH PORTFOLIO MANAGERS... 9 ADDITIONAL INFORMATION BETTERMENT S DISCIPLINARY HISTORY BETTERMENT S FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS BETTERMENT S CODE OF ETHICS PARTICIPATION IN CLIENT TRANSACTIONS AND POTENTIAL CONFLICTS OF INTEREST REVIEW OF ACCOUNTS CLIENT REFERRALS TERMINATION OF ADVISORY RELATIONSHIP FUND FEES AND EXPENSES PRIVACY POLICY SUBJECT TO CHANGE PROFILES OF THE BETTERMENT TEAM

6 Services, Fees, and Compensation General Information Betterment, offers the Betterment Wrap Fee Program to prospective and current clients. Betterment, a limited liability company organized under Delaware law, is an SEC Registered Investment Adviser. Betterment maintains its principal office at 61 West 23rd Street, 5 th Floor, New York, NY Betterment is a sponsor of the Betterment Wrap Fee Program. Betterment Securities is a sponsor of the Betterment Wrap Fee Program. If you have questions regarding the material contained herein, please contact Betterment at support@betterment.com or at Program Description and Investment Strategy Betterment is a smart, simple way of managing savings and investments. This Wrap Fee Brochure is meant to help you understand the nature of your investments, you should review it carefully. When an individual invests in securities, he or she must first determine what securities to purchase or sell. This process is often done in consultation with an investment advisor such as Betterment. When the decision making phase is complete an order is placed with a broker- dealer to execute the agreed transaction in the securities markets. Investment advisors generally place these orders on behalf of their clients. Typically investment advisors charge a fee that covers managing a portfolio but not the broker- dealer expenses related to executing trades and keeping custody of client assets. In the typical arrangement, those trading expenses are an additional charge to the client. A wrap fee program is a common alternative to a typical advisory fee structure that provides clients with advisory and brokerage services for one all- inclusive management fee with no additional account activity charges. Betterment is organized as a wrap fee program because it best allows us to achieve our mission of simplifying smart saving and investing for our clients. For example, the wrap fee gives clients the freedom to add to or withdraw money from their accounts and change their Allocation without incurring any separate expenses for those activities. Fees Betterment clients pay an all- inclusive annualized wrap fee ranging from 0.15% to 0.35% of the client s account balance (please see the fee schedule attached to Betterment s Advisory Agreement, found in this document). For clients who maintain balances under $10,000, and who do not participate in auto- deposit for at least $100 per month, the fee is $3 per month. Clients who maintain balances under $100,000 may elect a minimum fee of $21 per month in order to customize portfolios. The fee is not negotiable. This fee includes charges for advisory services, custody of assets, execution and clearing of transactions, and account reporting. Clients participating in this program also agree to direct brokerage in their accounts through Betterment Securities. Betterment and Betterment Securities negotiates with trading partners 6

7 to execute transactions on the most favorable terms available. Betterment Securities s execution procedures are designed to attempt to obtain the best execution possible, although there can be no assurance that it can be obtained. Client should consider that, depending on the amount of activity in a client's account and the value of custodial, trade execution, advisory, and other services which are provided under the arrangement, the wrap fee may or may not exceed the aggregate cost of such services if they were to be provided separately. Betterment may, at its sole discretion, offer some accounts with fees that differ from the standard fee schedule. The fee is calculated as a prorated amount of a client s average daily balance over a calendar quarter and charged in four installments at or around the end of each quarter. The fee is not charged on the basis of a share of capital gains upon or capital appreciation of the Funds (as defined below) or any portion of the assets of an advisory client. Betterment will automatically debit the prorated amounts of such fees from the assets in a client s account on a quarterly basis. Account Requirements and Types of Clients Betterment is open to all individuals who are U.S. residents and maintain a checking account with a U.S. Bank. There is no minimum account size to maintain a Betterment account, the minimum initial deposit is $10. Portfolio Manager Selection and Evaluation Betterment directly manages the portfolios of all clients. The Betterment Wrap Fee Program is the only type of advisory services Betterment offers. Portfolio Management Services We think that a simpler financial product, with focused options, helps clients center on making clear choices and the best investment decisions. Our methodology advises clients to invest in well- diversified stock market holdings, for strong long- term returns, coupled with Treasury bonds, for steady income superior to typical bank interest rates and lower volatility than the equities markets. We implement this methodology by recommending a portfolio of broad market index Exchange Traded Funds and Treasury Bond Exchange Traded Funds ( Funds ). With our basic methodology in place, Betterment s online platform enables clients to fine- tune their Allocation to match to their individual needs. The investments offered at Betterment are integrated with the Betterment website where clients manage their Betterment account by setting an Allocation between portfolios of Funds available through the program. When clients deposit to or withdraw money from their Betterment account, they are initiating transactions for the purchase or sale of proportional interests in the available Funds, in an amount that corresponds to their Allocation. Similarly, 7

8 when clients adjust their Allocation they are initiating transactions to exchange available Funds for one another to reflect the updated Allocation. Betterment offers rebalancing of client portfolios so that in the face of fluctuating market prices each client s portfolio remains controlled to within a narrow range of his or her Allocation. Betterment recommends rebalancing because it has been shown to improve returns and because it simplifies account management for clients. Betterment s portfolio management services also include a dividend reinvestment plan. Dividend reinvestment means that dividends from the client s Funds are used to purchase additional investments in accordance with a client s Allocation. To participate in Betterment, clients are required to agree to have their accounts automatically rebalanced and their dividends automatically reinvested. Investing in securities involves risk of loss that clients should be prepared to bear. Investment Tools In addition, the Betterment website provides tools to help clients project their expected returns, understand their risks, access information related to transactions, and review their account s prior performance. Trade Execution, Account Maintenance, and Asset Custody When clients choose Betterment they are also choosing the brokerage services of Betterment Securities, a FINRA member broker- dealer. Betterment Securities does not operate the Betterment website. Pursuant to contractual authority from the client, Betterment Securities will maintain all client accounts and execute all securities transactions in client accounts without separate commission costs or other fees. Participation in Betterment requires the appointment of Betterment Securities as broker. Betterment Securities s execution procedures are designed to make every attempt to obtain the best execution possible, although there can be no assurance that it can be obtained. Clients should consider whether or not the appointment of Betterment Securities as the sole broker may or may not result in certain costs or disadvantages to the client as a possible result of less favorable executions. Generally, when clients make changes to their accounts during normal stock market hours transactions will be processed momentarily while changes clients make to their accounts when markets are closed will be processed the next business day. Transactions are sometimes subject to processing delays which can cause significant time lapses between the time clients have initiated a change to an account and execution. In particular, processing delays may mean that account changes initiated less than thirty minutes before markets close may not transact until the next business day. Markets generally close at 4:00 PM ET. Further, deposits are automatically subject to a processing period that may be up to five business days or longer; deposit related transactions will not occur until the next business day after this processing period is complete. 8

9 To treat all customers fairly and improve execution, Betterment Securities effects aggregated block transactions involving multiple Betterment Accounts. These transactions are not subject to any mark- ups, mark- downs, or dealer spreads. In conducting these transactions no client is favored over any other client and each client that participates in an aggregated transaction will participate at the average share price for transactions in the aggregated order. There are never any separate fees for any trade execution or custody service. Other Information about Betterment s Portfolio Management Betterment manages all client assets on a non- discretionary basis. As of March 31, 2014 Betterment has $455,258,764 under management. Betterment s fees are not charged on the basis of a share of capital gains upon or capital appreciation of the Funds or any portion of the assets of an advisory client. Betterment does not accept authority to vote client securities. Client Information Provided to Portfolio Managers Because Betterment managers all client portfolios directly, we do not share client information with other portfolio managers. Client Contact with Portfolio Managers Clients may contact Betterment by phone during our support telephone hours and via at all times. Additional Information Betterment s Disciplinary History Betterment has not been subject to any disciplinary events by regulators nor is it party to any legal events that are material to client evaluation of our advisory business. Betterment s Financial Industry Activities and Affiliations Betterment CEO Jon Stein is a registered principal of Betterment Securities, a FINRA member broker- dealer. Betterment COO Eli Broverman is a registered principal of Betterment Securities, and is an attorney admitted to practice in New York. Betterment s Code of Ethics 9

10 Betterment maintains a code of ethics that requires all officers and employees to conduct themselves with the highest standards of honest conduct and business ethics in all aspects of their activities concerning Betterment and Betterment clients. A copy of Betterment s Code of Ethics is available to clients and prospective clients upon request. Participation in Client Transactions and Potential Conflicts of Interest Betterment or individuals associated with Betterment may buy or sell securities identical to or different than those recommended to clients for their personal accounts. In addition, any related person(s) may have an interest or position in certain securities which may also be recommended to a client. It is the expressed policy of Betterment that no person employed by Betterment may purchase or sell any security prior to any pending transaction(s) being executed for an advisory account. This policy is intended to prevent employees from benefiting from transactions placed on behalf of advisory accounts. Review of Accounts Betterment s investment tools are intended for clients to utilize to review their account and better understand their holdings and performance. Betterment personnel conduct only limited, non- periodic individual reviews of client accounts when triggered by certain investment activity and account settings. Client Referrals Betterment offers compensation to current clients and affiliate marketers who recommend Betterment and refer new clients. New clients are advised of such compensation prior to opening an account. Betterment supervises the referral activities of current customers and affiliate marketers. Clients are not charged any fee nor do they incur any additional costs for being referred to Betterment by a current client or affiliate marketer. Termination of Advisory Relationship A client agreement may be canceled at any time, by either party, for any reason upon receipt of 30 days written notice. Upon termination of any account any earned, unpaid fees will be due and payable. The client has the right to terminate an agreement without penalty within five business days after entering into the agreement. Fund Fees and Expenses All fees paid to Betterment for investment advisory services are separate and distinct from the fees and expenses charged by Funds to their shareholders. These fees and expenses are described in each Fund's prospectus. These fees are generally composed of a management fee and other Fund expenses. 10

11 Privacy Policy Betterment is committed to protecting our clients private information. Betterment and Betterment Securities have instituted policies and procedures to ensure that customer information is kept private and secure. Betterment does not disclose any non- public personal information about its customers or former customers to any non- affiliated third parties except as required by or permitted by law or agreed to by the client. In the course of servicing a client account, Betterment may share some information with its service providers, such as transfer agents, custodians, broker- dealers, accountants, and attorneys. Betterment restricts internal access to non- public personal information to those employees who need access to such information in order to provide products or services to a particular client. Betterment also maintains physical, electronic, and procedural safeguards to protect client information. A copy of the Betterment s Privacy Policy is available on the Betterment website. Subject to Change From time to time Betterment may adjust its wrap fee program and policies. In the event of such adjustments this brochure will be modified as needed and an updated copy will be made available on the Betterment website. 11

12 Profiles of the Betterment Team JON B. STEIN ELI D. BROVERMAN ANTHONY J. SCHRAUTH Chief Executive Officer Born 1979 Education B.A., Harvard University, 2001 M.B.A., Columbia Business School, 2009 Business Background Betterment, Chief Executive Officer, 2007 Present Betterment Securities Principal Present First Manhattan Consulting Group, Consultant, Securities Series Licenses 7, 24, 63 Chief Operating Officer Born 1978 Education B.A., Brown University, 2001 J.D., NYU School of Law, 2005 Member New York State Bar Association Business Background Betterment, Chief Operating Officer, 2007 Present Betterment Securities Principal Present Proskauer Rose LLP, Associate, Securities Series Licenses 24, 27, 62 Chief Product Officer Born 1982 Education B.S. The Wharton School of the University of Pennsylvania, 2005 Business Background Betterment, Chief Product Officer, 2009 Present Betterment Securities Information Systems Specialist Present First Manhattan Consulting Group, Associate,

13 BETTERMENT LLC ADVISORY AGREEMENT This Advisory Agreement is entered into by Betterment LLC ( Betterment ), an SEC Registered Investment Adviser and Client (as defined below). Client is contracting with Betterment to participate in Betterment s investment management wrap fee program (the Program as defined below) PURSUANT TO THIS ADVISORY AGREEMENT AS UPDATED AND AMENDED EFFECTIVE SEPTEMMBER 29, 2013, BETTERMENT IS, AS FURTHER DESCRIBED BELOW, MODIFIYING ITS RECOMMENDATIONS FOR INVESTMENT PRODUCTS AND PORTFOLIO COMPOSITION AND CLIENT IS, AS FURTHER DESCRIBED BELOW, DIRECTING AND AUTHORIZING BETTERMENT TO EFFECT PURCHASES AND SALES IN CLIENTS ACCOUNT TO EFFECTUATE SUCH UPDATED RECOMMENDATIONS, AT SUCH TIME AS BETTERMENT SHALL DETERMINE DURING THE SIX WEEK PERIOD FOLLOWING THE EFFECTIVE DATE OF THIS AMENDED AGREEMENT. NOTWITHSTANDING THE EFFECTIVE DATE OF THIS AMENDED AGREEMENT, AND THE RECOMMENDATIONS AND TRADING DRIECTIONS CONTAINED HEREIN, FOR NEW CLIENTS FIRST ENTERING INTO AGREEMENT ON OR AFTER SEPTEMBER 29, 2013 BETTERMENT S CLIENT S DIRECTION AND AUTHORIZATION FOR PURCHASES AND SALES OF SECURITIES SHALL CONFORM TO SUCH DESCRIPTIONS AS PROVIDED IN THE MARCH 28, 2013 VERSION OF THE BETTERMENT LLC ADVISORY AGREEMENT UNTIL SUCH TIME AS BETTERMENT SHALL DETERMINE TO UPDATE CLIENT S PORTFOLIO TO EFFECTUATE THE DIRECTIONS PROVIDED HEREIN. 1. Introduction. Client promises to read this Advisory Agreement carefully and retain it for future reference. Client and Betterment understand and agree that certain investment advisory services provided by Betterment are related to certain brokerage services provided by Betterment Securities (as defined below). Accordingly, Client and Betterment understand and agree that the rights and protections granted to Betterment under this Advisory Agreement are integrated with all rights and protections granted to Betterment by Client under the Brokerage Agreement (as it is defined below) which concern Client s relationship with Betterment ( Integrated Rights ) and shall extend to this Advisory Agreement and govern aspects of Client s relationship with Betterment. In the case of some Integrated Rights the text of this Advisory Agreement may contain its own similar terms and conditions and in the case of other Integrated Rights the text of this Advisory Agreement does not contain its own similar terms and conditions. Whether the text of this Advisory Agreement contains similar terms or conditions to an Integrated Right shall not be 13

14 interpreted to limit the extension and applicability of any Integrated Right to this Advisory Agreement. Client further understands and agrees that while Betterment and Betterment Securities closely cooperate, they are separate entities and are not responsible for the obligations, acts, or omissions of one another. Accordingly, Betterment will not indemnify or be held responsible by Client for the obligations, acts, or omissions of Betterment Securities. Client understands and agrees that, together with the Integrated Rights, the terms and conditions of this Advisory Agreement govern all aspects of Client s relationship with Betterment, including all transactions between Betterment and Client and all products and services now or in the future offered through Betterment, beginning on the date Client begins participation in the Program (as it is defined below). By entering into this Advisory Agreement, Client acknowledges receipt of the Betterment Privacy Policy (available on the Website, as it is defined below). If Client participates in additional services provided by Betterment that require Client to agree to specific terms and conditions electronically (through clicks or other actions) or otherwise, such terms and conditions will be deemed an amendment and will be incorporated into and made part of this Advisory Agreement. Betterment reserves the right to modify or terminate this Advisory Agreement at any time. Up- to- date information about the service contemplated by this Advisory Agreement will be provided via the Website. Client agrees to consult the Advisory Agreement information on the Website regularly. If Client is unwilling to be bound by the terms and conditions of this Advisory Agreement, Client will not submit an Application (as it is defined below) to become a Client of Betterment and participate in the Program. Betterment and Betterment Securities reserve the right to decline any Application or to terminate any Account at any time and for any reason, in their sole discretion. Various features of the Program are offered or processed through service providers, which may be an unaffiliated company, or an affiliate of Betterment. Unless otherwise noted, all authority granted to or limitations of liability of Betterment shall include its agents and representatives and any service provider, including Betterment Securities (for certain brokerage and transactional services integrated with the Program) and Apex Clearing Corporation ( Apex, which works with Betterment Securities to provide clearing and settlement services). Betterment and its agents or its affiliates acting on behalf of Betterment under this Advisory Agreement are authorized to perform the services contemplated by this Advisory Agreement. CLIENT WILL CAREFULLY READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS OF THIS ADVISORY AGREEMENT BEFORE CLICKING "SUBMIT APPLICATION" OR OTHER SIMILARLY WORDED BUTTON OR ENTERING ELECTRONIC SIGNATURE. IF CLIENT HAS ANY QUESTIONS ABOUT ANY OF THE PROVISIONS IN THIS ADIVOSRY AGREEMENT CLIENT WILL ADDRESS THEM WITH BETTERMENT BEFORE AGREEING TO IT. CLIENT UNDERSTANDS THAT CLICKING OR CHECKING "SUBMIT APPLICATION" OR TYPING CLIENT S NAME IN THE ELECTRONIC SIGNATURE FIELD IS THE LEGAL EQUIVALENT OF 14

15 MANUALLY SIGNING THIS ADVISORY AGREEMENT AND CLIENT WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. CLIENT UNDERSTANDS THAT THIS ADVISORY AGREEMENT MAY BE AMENDED FROM TIME TO TIME BY BETTERMENT, WITH REVISED TERMS POSTED ON THE WEBSITE. CLIENT AGREES TO CHECK THE WEBSITE FOR UPDATES TO THIS ADIVOSRY AGREEMENT. CLIENT UNDERSTANDS THAT BY CONTINUING TO PARTICIPATE IN THE PROGRAM AND MAINTAIN A SECURITIES BROKERAGE ACCOUNT WITHOUT OBJECTING TO REVISED TERMS OF THIS ADIVSORY AGREEMENT, CLIENT IS ACCEPTING THE TERMS OF THE REVISED ADVISORY AGREEMENT AND WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. 2. DEFINITIONS. The terms set forth below have the following meanings as used in the Brokerage Agreement: Access Device. A computer, a personal digital assistant ("PDA"), television, telephone, or any other communications device, including any software Client uses on such device whether Betterment Securities provides it to Client or otherwise, that enables Client to access and use the Program through any means, including the World Wide Web, the Internet, any wireless connection or any other computer or telephonic network. Account. The brokerage account at Betterment Securities established in Client s name alone, in Client s name together with others or in which Client has beneficial interest, the Assets belonging to which are managed through the Program. Account Communications. All communications to Client from Betterment or Betterment Securities which relate to the Account, the Program, or, more generally, Client s relationship with Betterment or Betterment Securities. Account Holder. The person, corporation, partnership, trustee, custodian or other entity in whose name the Account is opened. The singular of Account Holder where appropriate shall include the plural. For purposes of IRAs, Account Holder shall be the Custodian, as defined in the IRA Custodial Agreement, for the benefit of Client. Advisory Agreement. This Advisory Agreement, for Client to participate in the Program as offered by Betterment for the purpose of receiving investment advisory services provided by Betterment and other investment management services from outside parties which Betterment shall arrange to provide for Client, as it may be amended from time to time. Allocation. If Client has established only one Goal, Allocation shall mean the single Goal Allocation of the Account. If Client has established more than one Goal, Allocation shall mean the targeted overall composition of Products held in the Account that results as a combination of each Goal Allocation. 15

16 Application. The application Client prepares and submits within the Sign Up section of the Website for the purpose of becoming a client of Betterment and opening an Account with Betterment Securities, and as part of which Client consents to the terms and conditions of this Advisory Agreement. Application includes all information provided by Client to Betterment and Betterment Securities in connection with the opening or maintenance of the Account, and any later applications submitted by Client to Betterment Securities for additional services or account features. Assets. Assets include cash, stocks, bonds, mutual funds, exchange traded funds, money market funds, and other financial instruments and related contracts, whether certificated or uncertificated and whether for present or future delivery, and all rights and entitlements thereto. This definition includes the securities and other property and the proceeds thereof currently or in the future held, carried or maintained by Betterment Securities or any of its affiliates, in the possession or control of Betterment Securities, in the possession or control of any such affiliate, or in the possession or control of any such agent (such as Apex) for any purpose, in and for any of Client s current or future Accounts, including any Account in which Client has a beneficial interest Betterment. Betterment LLC, a Securities and Exchange Commission Registered Investment Advisor located at 61 West 23 rd Street, 5 th Floor, New York, NY, Also Betterment s officers, directors, employees, representatives, successors, assigns, and authorized agents. Betterment, its agents, service providers, or its affiliates acting on behalf of Betterment under the Advisory Agreement are authorized to perform the services contemplated by the Advisory Agreement. For purposes of this Advisory Agreement, references to affiliates of Betterment include their respective officers, directors, employees, representatives, agents, successors and assigns. Betterment Securities. MTG, LLC, a FINRA member Broker- Dealer located at 61 West 23 rd Street, 5L, New York, NY, 10010, doing business as Betterment Securities. Also Betterment Securities s officers, directors, employees, representatives, successors, assigns, and authorized agents. Betterment Securities, its agents, service providers, or its affiliates acting on behalf of Betterment Securities under the Brokerage Agreement are authorized to perform the services contemplated by the Brokerage Agreement. For purposes of this Advisory Agreement or the Brokerage Agreement, references to affiliates of Betterment Securities include their respective officers, directors, employees, representatives, agents, successors and assigns. Betterment Trading Hours. Time periods between 10:00 AM to 4:00 PM during Market Hours. Brokerage Agreement. The Brokerage Agreement between Client and Betterment Securities, which Client agrees to enter into and abide by as a condition of participating in the Program, as it may be amended from time to time. 16

17 Business Day. Monday through Friday, excluding U.S. stock exchange holidays. Although Betterment Securities may conduct business on bank holidays, bank holidays are not considered Business Days for purposes relating to ACH transactions. Client. The individuals, corporations or other entities who are the Account Holder or who own a legal or beneficial interest in an Account. Equity Related Investments. The Products identified in the Portfolio Allocation Schedule as Equity Related Investments; generally exchange traded equity index funds, mutual funds, and other similar equity related index funds, stocks, or investment products. Fiduciary. A person or entity authorized to give instructions with respect to an Account on behalf of beneficial owners of the Account, including a Uniform Gifts to Minors Act or Uniform Transfer to Minors Act custodian, a trustee, conservator, guardian, representative, administrator, executor, attorney- in- fact or an investment adviser. A Fiduciary is bound by the provisions of this Advisory Agreement with respect to orders entered through the System to the same extent as the beneficial owners of the Account. FINRA. The Financial Industry Regulatory Authority, of which Betterment Securities is a member firm. Where the context requires, FINRA also refers to any other FINRA affiliate or division such as FINRA Dispute Resolution. Fixed Income Investments. The Products identified in the Portfolio Allocation Schedule as Fixed Income Investments; generally, money market funds, U.S. treasury funds, other government or municipal debt funds, corporate bond funds, and other liquid cash, cash- like, or fixed- income vehicles. Goal. A savings goal of the Account established by Client through and described in the Interface as a goal. Clients may establish one or more Goals of the Account, with the maximum number of allowable Goals being restricted by the Interface. If Client has not taken steps to identify any such goal then the Account shall be treated as having one Goal that is either untitled or given a default tile by Betterment. Goal Allocation. Each Goal of the Account shall have an independent Goal Allocation, as selected by the Client, which shall be the targeted portfolio composition as defined by the Portfolio Allocation Schedule that corresponds to the selection made by the Client. Goal Portfolio Composition. For each Goal, the actual composition of Products held in the Account and assigned to the Goal at any given time. Betterment manages each Goal Portfolio Composition so that it remains close to the Client s Goal Allocation. Goal Value. For each Goal, the total value in United States Dollars of securities held in the Account and assigned to the Goal, at any given time. 17

18 Interface. The collection of tools, features, adjustments, inputs, and other controls within the Website which are provided to establish and manage the Account and access services provided through the Program. Losses. Any and all loss, liability, cost, judgment, arbitration award, settlement, tax, penalty, action, damage, charge, expense or fee (including attorneys' fees and costs of collection) of any nature whatsoever, and claims therefore. Market Hours. The open hours of the New York Stock Exchange, generally 9:30 AM to 4:00 PM Eastern Time on Business Days. Next Day Transactions. Transaction instructions given by Client outside of Betterment Trading Hours which shall be treated by Betterment as instructions to place orders during the next period of Betterment Trading Hours. The next period of Betterment Trading Hours occurs on the same Business Day if Betterment Trading Hours have not yet begun. The next period of Betterment Trading Hours occurs on the next Business Day if Betterment Trading Hours have ended for the day or if it is not a Business Day. Password. Any authentication device (including alphanumeric codes) associated with Client s User ID that Betterment and/or Betterment Securities require for access to the Account (or certain Account features) or services provided through the Program, Website, and/or Interface. Portfolio Composition. If Client has established only one Goal, Portfolio Compostion shall mean the single Goal Portfolio Composition of the Account. If Client has established more than one Goal, Portfolio Composition shall be the actual composition of Products held in the Account at any given time, that results as a combination of each Goal Portfolio Composition, and references to Portfolio Composition shall mean each individual Goal Portfolio Ratios collectively. Betterment manages the Portfolio Ratio so that it remains close to the Client s Allocation. Portfolio Allocation Schedule. The attached Portfolio Allocation Schedule which provides the target schedule of Product composition for a Goal with respect to any Goal Allocation. Products. The investment products offered through the program. Products may, but not necessarily include, any of the following: exchange traded index funds, mutual funds, other similar equity related index funds, stocks, bonds, money market funds, U.S. treasury funds, cash sweep accounts, and other liquid cash and cash- like vehicles. Program. The investment advisory services provided by Betterment. Also the brokerage, financial, and other services that Betterment Securities may offer and other investment management services from outside parties, which Betterment shall arrange to provide for Client. The Program is further described in Section 9 herein. 18

19 User ID. The alphanumeric code that uniquely identifies Client for purposes of the Program. Website. World Wide Web sites operated by Betterment; including through which the Program is administered and, among other things, the Account is established, accessed, and managed by the Client, and Account related information is made available. The Interface is part of the Website. 3. Terms and Conditions. This Advisory Agreement sets forth the terms and conditions governing the Program and the relationship of Betterment and Client concerning certain Assets and transactions that are maintained, as described below, in the Account which is managed under the Program via the Website. The provisions in this Advisory Agreement are in addition to any other agreements Client has entered into with Betterment and Betterment Securities to establish advisory services and brokerage accounts. 4. True and Accurate Information; Ownership. Certain information Client has provided on the Application is incorporated into this Advisory Agreement. Client attests that such information is current, accurate, truthful and complete. Unless otherwise required by this Advisory Agreement, Client agrees to promptly notify Betterment via the Interface of any change to the information, but in any event within thirty days of such change. Client agrees to indemnify and hold Betterment and its affiliates harmless from and against any and all Losses arising out of or relating to Client s failure to provide true and accurate information on the Application or to update such information as required. Client further represents that no one else has an interest in the Account except Client and any other person that Client has previously disclosed to Betterment through the Application, Interface, or otherwise in a manner specified by Betterment. 5. Service Not Available Outside the United States or to Non- Resident Aliens. Betterment makes no representation or warranty regarding its compliance with local laws in foreign jurisdictions, or regarding the appropriateness of the Website's content or its compliance with such local laws. The products and services provided under the Program by Betterment, Betterment Securities, and the Website are not being offered to, and are generally not available to, anyone located outside the 50 U.S. states, including U.S. citizens residing or working abroad. Betterment does not offer the Program to non- resident aliens which require a Form W- 8 for tax- withholding. Client understands that the Website is the only means of accessing the services provided through the Program, accessing the Account, and effecting transactions for the Account. Client s inability to access the Website in certain foreign countries could result in Client s inability to access the services provided through the Program, the Account, or to effect transactions. Client agrees that Betterment and Betterment Securities shall not be liable for any Losses incurred as a result of the unavailability of the Website from foreign countries. 6. Method of Communication. Client agrees that the primary method of Betterment s communication with Client will be by posting information on servers accessible from the 19

20 Website and, to the extent required by law, sending Client a notice that directs Client to the Website from which the information can be read and printed. Client understands that Betterment reserves the right, however, to post Account Communications on the Website without providing notice to Client, send Account Communications to Client s postal or electronic mail address of record or to another Access Device Client has registered with Betterment or Betterment Securities. Client agrees to check the Interface regularly as Client may have no other means of knowing that information and Account Communications have been delivered to Client. Client agrees that all Account Communications provided to Client in any of the ways described above will be deemed to have been good and effective delivery to Client when sent or posted by Betterment, by Betterment Securities, or by Betterment on behalf of Betterment Securities, regardless of whether Client actually or timely receives or accesses the Account Communication. 7. Joint Accounts. If there is more than one Account Holder, each Account Holder agrees to be jointly and severally liable for all obligations arising under this Advisory Agreement or otherwise relating to the Account or participation in the Program, including responsibility for order instructions given through the Program or using any User ID and Password associated with the Account, regardless of which Account Holder gives such instructions, enters such orders or changes such Password. Each Account Holder has full authority, acting individually and without notice to any other Account Holder, to deal with Betterment and Betterment Securities as fully and completely as if such Account Holder were the sole Account Holder. Each of Account Holder authorizes Betterment and Betterment Securities to follow the instructions of any one Account Holder concerning any matter pertaining to the Account. This includes purchase and sale of securities, delivery of property in the Account to any third party, or disbursement of any or all monies in the Account. Betterment is not responsible for determining the purpose or propriety of any instruction received from any Account Holder as against any other Account Holder, or of any disposition of payments or deliveries of securities or other property between or among Account Holders. At its sole discretion, Betterment reserves the right to require written instructions from one or all Account Holders. If Betterment receives instructions from any Account Holder that, in either Betterment s opinion, conflict with instructions received from any other Account Holder, Betterment may comply with any of these instructions or advise each Account Holder of the apparent conflict and take no action as to any of these instructions until it actually receives and has a reasonable amount of time to act on satisfactory instructions from any or all of the Account Holders. In the event of a dispute between or among Account Holders of which Betterment has notice, Betterment reserves the right, but is not obligated, to place restrictions on participation in the Program. For example, if an Account Holder requests a restriction be placed on access to funds in the Account because of a pending litigation or dispute between Account Holders, Betterment may prohibit all transfers of funds from the Account, including canceling ACH withdrawal privileges, with such restrictions to remain in place until Betterment actually receives and has a reasonable amount of time to act on 20

21 appropriate court documentation or a written, notarized instruction signed by all Account Holders. In such a case, all Account Holders remain liable for any pending ACH transactions that have not yet cleared at the time of the restriction. Betterment also may, at the expense of the Account Holders, commence or defend any action or proceeding for or in the nature of interpleader to have the dispute resolved judicially. If a suit or proceeding for or in the nature of interpleader is brought by or against it, Betterment may deliver the Account into the registry of the court, at which time Betterment will be deemed to be and will be released and discharged from all further obligations and responsibilities under this Advisory Agreement. Each Account Holder agrees that, on the death or disability of an Account Holder, divorce of married Account Holders, or other event that causes a change in ownership or capacity with respect to the Account, the remaining Account Holder(s) will immediately give Betterment official written notice of such change of ownership or capacity. Betterment will not be responsible for any transfers, payments or other transactions in the Account made at the direction of a former Account Holder or incapacitated Account Holder before Betterment actually received and had a reasonable amount of time to act on such official written notice. Following receipt of such official written notice, Betterment may require additional documents and reserves the right to retain such Assets in and/or restrict transactions in the Account as it deems advisable in its sole discretion to protect itself against any Losses. Any former Account Holder and the estate of any deceased or incapacitated Account Holder will remain jointly and severally liable for any losses in the Account arising out of or relating to transactions initiated before Betterment actually received and had a reasonable amount of time to act on such official written notice. Betterment will not notify other Account Holders of the actions taken by any one Account Holder. Each Account Holder agrees that notice provided to any one Account Holder will be deemed to be notice to all Account Holders for all purposes. Joint accounts are made available at the sole discretion of Betterment. Joint accounts are not available for IRA accounts. 8. Fiduciary Accounts. Betterment does not review any action or inaction of a Fiduciary with respect to an Account and is not responsible for determining whether a Fiduciary's action or inaction satisfies the standard of care applicable to such Fiduciary's handling of an Account. Betterment is not responsible for determining the validity of a person or entity's status or capacity to serve as a Fiduciary. At its sole discretion, Betterment may require additional documentation before permitting a Fiduciary on an existing Account or when opening a new Account. The Fiduciary agrees to indemnify and hold Betterment Securities and its affiliates harmless from and against any Losses arising out of or relating to any act, error or omission of the Fiduciary. A custodian of a Uniform Transfers to Minors Act or Universal Gifts to Minors Act Account is responsible for all activity in the Account. Activity resulting from any instructions received from the minor, including placing or attempting to place orders, using or attempting to use a custodian's Password to the Account or taking delivery or attempting 21

22 to take delivery of Assets of the Account, and all related services, will be deemed to be the actions of the custodian. As the person responsible for the Account, the custodian will be held liable for any consequences of such activity, including any losses incurred by Betterment. The custodian and minor agree to indemnify and hold Betterment and its affiliates harmless from and against any losses arising out of or relating to any act, error or omission of the custodian or minor. 9. The Program. Client is joining the Program whereby Client appoints Betterment as Client s investment advisor to provide the services described herein on the terms and conditions described herein and acknowledges receipt of Betterment s current Wrap Fee Brochure. Betterment hereby accepts such appointment. The Program is a non- discretionary advisory program for managing the Account. Services of the Program shall include provision of appropriate investment products and provision of online tools and functionality to aid in Client s investment decision making. Services shall not include in person or telephonic consultation to determine the Client s financial situation and investment objectives. Orders, transactions of other types, and all other Account activity will be executed only at Client s direction as conducted exclusively via the Interface. Client understands and agrees that various features within the Interface, including the allocation, advice, and goal settings and the deposit, transfer, and withdrawal features, shall determine orders, transactions, and other Account activity. Client shall assign assets of the Account among the Account s Goals by using the deposit, withdrawal, transfer or other features of the Interface. Client shall use the Interface features to select an Allocation or Goal Allocation and may update the Allocation or Goal Allocation selection at any time. The Portfolio Ratio maintained shall approximately reflect the Allocation and each Goal Portfolio Ratio maintained shall approximately reflect the respective Goal Allocation. Client understands that because securities fluctuate in value there can be no assurance that the Portfolio Ratio at any given time will be precisely equal to the Allocation or that any Goal Portfolio Ratio at any given time will be precisely equal to the respective Goal Allocation. Betterment, Betterment Securities, other affiliates of Betterment or Betterment Securities, Apex, or other third party partners shall not be held responsible for any amounts by which the Portfolio Ratio varies from the Allocation or for any amounts by which a Goal Portfolio Ratio varies from the respective Goal Allocation Products and Portfolio Composition. Products available through the Program will be few in number and shall be strictly limited by Betterment in its sole discretion. Client understands and agrees that Betterment may change the Product offerings or the Portfolio Composition Schedule at any time by giving at least thirty (30) days prior written notice. Client instructs Betterment that, in the event Betterment gives notice of changes to Product offerings or the Portfolio Composition Schedule, Betterment shall place orders to liquidate holdings in certain Products and utilize the proceeds of such liquidation to purchase a corresponding number of shares of the newly offered Products or existing Products in accordance with modifications to the Portfolio Composition Schedule which Betterment shall identify in its sole discretion. Client understands and agrees that such 22

23 transactions may affect the market value of the Account, and may also have tax consequences. 11. Transactions. Client understands and agrees that Betterment shall only accept instructions for certain types of transaction orders which shall to be executed only at certain times. Such acceptable instructions will be established through options available and disclosures made within the Interface and by the understandings in this Advisory Agreement. All transactions instructed by Client shall be as prescribed by Client s use of the Interface. Betterment shall act upon transaction instructions by placing corresponding orders with Betterment Securities for the purchase and/or sale of securities. Generally Betterment Securities will execute an order as soon as is practical following receipt of the order by Betterment Securities or at another time so designated by Betterment s order in correspondence with Client s instruction according to Client s use of the interface. There may be significant lag time before Betterment Securities initiates and completes execution of an order. Orders will generally be for Betterment Securities to execute at the price then available in the marketplace where Betterment Securities executes the transaction (a market order). Betterment Securities may execute orders in multiple parts and when doing so Client will receive the average price per unit that the order is executed at. Client shall enter transaction instructions exclusively via the Interface (specifically within the withdrawal, deposit, automatic deposit, transfer, goals, advice, composition, and account allocation tools) and in combination with the standing order instructions provided by Client in Section 15 and instruction relating to a change in Products and/or the Portfolio Composition Schedule offered through the program provided by Client in Section 10. A deposit of funds shall constitute transaction instruction(s) for purchase of available Products and shall be assigned by Client to a Goal. Client understands that Account funding transactions are subject to processing delays and deposits to the Account are considered effective and corresponding orders are entered when all ACH and other fund transfer processing is sufficiently complete not when a deposit is initiated by Client via the Interface. Client directs Betterment that Product purchase and sale order(s) that correspond to a deposit (including an automatic deposit) shall (a) be assigned by Client to a specified Goal, and (b) be in an aggregate amount equivalent to the amount of the deposit and the purchases and sales shall consist of Products in amounts which will cause, as determined by Betterment, the resulting respective Goal Portfolio Composition to reflect as closely as possible, the respective Goal Allocation. A withdrawal of funds shall constitute transaction instruction(s) for the purchase and sale of Products held in the Account and shall be assigned by Client to a specified Goal. Client directs Betterment that Product sale order(s) that correspond to a withdrawal shall be in an aggregate amount equivalent to the amount of the withdrawal and the sale shall consist of Products in amounts which will cause, as determined by Betterment, the resulting respective Goal Portfolio Composition to reflect as closely as possible, the respective Goal Allocation. Client directs Betterment that a change in a Goal Allocation shall constitute transaction 23

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