DECLARATION OF VICTORIA JACQMEIN 

Pursuant to 28 U.S.C. Section 1746, the undersigned states as follows: 

1. My name is Victoria Jacqmein. I am over twenty-one years of age and have 

personal knowledge of the matters set forth herein. 

2. I am a Paralegal Specialist at the U.S. Securities and Exchange Commission (the 

“Commission”). 

3. Attached as Exhibit A is a true and correct copy of a document that appears in the 

Commission records and that was produced to the Commission by A Better Financial Plan in 

response to a subpoena in the Commission matter In re A Better Financial Plan (NY-9593). 

I declare under penalty of perjury that the foregoing is true, correct, and made in good faith. 

 

Executed on this 21st day of July 2020. 

_________________________ 

 VICTORIA JACQMEIN 

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M 

This Management Services Agreement (this "Agreement") is made and entered into as of 

April 24, 2018 ("Effective Date") by and between ABFP MANAGEMENT COMPANY LLC, 

a Delaware limited liability company ("ManagementCo") and Fidelis Financial Planning 

LLC, a Delaware limited liability company ("Company"). 

BACKGROUND 

ManagementCo is engaged in the business of, among other things, providing 

management services related to organizing and operating companies formed for the purpose 

of raising funds from investors and using the proceeds to invest in various asset classes but 

not in publicly traded securities ("Alternative Asset Classes") and generating a return for 

the investors. 

Company has been organized by Michael C. Furman for the purpose of raising 

funds and using the proceeds to invest in various Alternative Asset Classes. Company 

desires to hire and engage ManagementCo to perform certain management services 

necessary for the operation of the Company as more folly described in Section 2 of this 

Agreement (collectively, the "Services"). 

ManagementCo agrees to provide the Services to and for the benefit of Company on 

the terms and conditions set forth in this Agreement. 

NOW THEREFORE,. for good and valuable consideration, the receipt and sufficiency 

of which is hereby acknowledged and intending to be legally bound hy the terms of this 

Agreement, the parties agree, as follows: 

l. Management Services. Company hereby engages exclusively ManagementCo 

to provide. and Manager hereby agrees to provide, in accordance with the terms and 

conditions of this Agreement, all of the Services. 

2. Scope of Services. 

(a) Services Provided. ManagementCo shall provide the following Services to and 

for the benefit of Company: (i) advise Company with respect to methods and techniques of 

raising fonds from investors; (ii) adding ManagementCo's CPA to Company's banking account 

as a signatory only to establish escrow and/or bank accounts for the receipt and disbursement 

of funds received by Company from persons investing in Company; (iii) calculating amounts 

to be disbursed to persons investing in and with Company based on the nature of Company's 

business and documents provided by Company to ManagementCo; (iv) facilitate the making of 

distributions by Company to its investors; (v) advise Company generally with respect the 

benefits and risks of various Alternative Asset Classes; (vi) introduce Company to persons and 

entities from whom Company may acquire assets or in which Company may make investments 

("Alternative Asset Sources"); (vii) establish a spreadsheet which lists the names of the 

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investors, the amounts invested by i.:ach investor, the nature of the investment and the amounts 

which should be distributed to the investor based on documents provided by Company; and (ix) 

introduce Company to service providers who may provide legal, accounting, tax or other 

professional services. 

(b) Services Not Provided. ManagementCo is not participating in any 

securities transactions on behalf, with, or by the Company. Notwithstanding any term or 

provision in this Agreement to the contrary, ManagementCo shall not, at any time: (i) 

identify, select or advise Company in connection with the identification and selection of 

any particular individual asset; meet with any of Company's prospective investors; (iii) 

provide legal advice; (iv) provide accounting advice; and/or (v) execute any contract or 

document on behalf of Company. 

3. Fees for Services. In consideration of ManagementCo's provision of the 

Management Services and other undertakings hereunder, from and after the Effective Date, 

and ending on the date of expiration or termination uf this Agreement as set forth herein, the 

Company shall pay to ManagementCo an amount equal to twenty-five percent (25%) of net 

revenue generated by the Company (the "Management Fee"). The Management Fee shall be 

calculated each calendar quarter and shall be due and payable within ten ( 10) days after the 

end uf each quarter. Upon the request of the ManagementCo, the Company shall deliver to 

ManagementCo such books, records, documents, bank account statement an<l financial 

statements as ManagementCo reasonably may request in order to confirm the amount of the 

Management Fee for any given period. 

4. Term and Termination. 

(a) This Agreement shall comrncnce as of the Effective Date and continue in 

full force and effect at all times during which the Company operates and conducts business 

(the "Term"), unless tenninated earlier as provided herein. 

(b) This Agreement shall terminate automatically and without further notice 

or action of the parties upon the expiration of Term unless otherwise extended by the 

parties. This Agreement may also be terminated as follows: (i) by written consent signed by 

ManagementCo and Company; (ii) by a party upon the filing of a petition in bankruptcy 

with respect to the other Party or the insolvency of the other party, in each case after written 

notice and a ninety (90)-day opportunily to cure; and (iii) by either party pursuant to the 

other party's material breach of their oh ligations under this Agreement, after written notice 

and a thirty (30) day opportunity to cure any material breach. 

5. Independent Contractor. Nothing herein shall be construed to create a joint 

venture or partnership between Managt:mentCo and Company or an employee/employer 

relationship. ManagementCo shall be an independent contractor of the Company pursuant to 

this Agreement and no party shall have any express or implied right or authority to assume or 

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create any ob]igations on behalf of or in the name of any other party or to bind the other party to 

any contract, agreement or undertaking with any third party. 

6. Confidential Information. Company acknowledges that it will receive from 

ManagementCo certain information with respect to the organization and operation of business 

entities for the purpose of acquiring and investing in Alternative Asset Classes, including the 

names of persons and entities engaged in the business of buying, selling, owning and managing 

Alternative Asset Classes (the "Confidential Infonnation"). Company shall maintain as 

confidential, and not disclose, any of the Confidential Information, to any third person or entity, 

either directly or indirectly, except with the express prior written permission of M anagementCo, 

provided, however, that the confidentiality provisions of this paragraph shall not apply to any 

part of said information which: (i) was known to Company before the .Effective Dale, as 

evidenced by written documentation; (ii) is acquired from a third party that has the right to 

disclose such information without breaching any duties or obligations of confidentiality to 

ManagementCo or any other third party; (iii) is or becomes available in the public domain other 

than by violation of this Agreement. 

7. Non-circumvention and Exclusivity. 

(a) Non-Circmnvention. Company and its members, managers, shareholders, 

directors, officers, partners and agents, individually and jointly, shal! not, directly or indirectly, 

(i) participate in any attempt to circumvent or interfere with the relationships of 

ManagementCo, its members and/or its affiliates with any of their existing or potential business 

contacts, business associates, customers, prospective customers, suppliers, service providers, 

financing and capital sources, lenders, banks, investors, investment banking sources, 

professional advisers, or somcc:s of business or referrals, whether or not such relationships ,vith 

such persons or entities is formalized by a signed written agreement, or arises from or in 

connection with any entities controlled by the ManagementCo or its sole member ("A.BFP 

Business Contacts"), or (ii) solicit, appropriate, misappropriate, or use (or participate in any 

attempt to solicit, appropriate, misappropriate, or use) ABFP Business Contacts for their own 

benefit or financial gain, except after full discJosure to ManagcmentCo and receipt of 

ManagcmentCo's express, prior written consent Company its members, managers. 

shareholders, directors, officers, partners and agents shall not enter into any negotiation, 

transaction or other business relationship with any ABFP Business Contact, except as approved 

in advance or instructed by ManagementCo in writing. 

(b) Exclusivity .. Company shall acquire assets solely and exclusively from the 

Alternative Asset Source identified by ManagementCo and from no other source without the 

prior written consent of the ManagementCo which consent may be withheld for any reason or no 

reason. The ManagementCo agrees to the Alternative Asset Sources involved in this agreement 

("Merchant Cash Advance" with Parfunding/CBSG) that the Company will have the exclusive 

territories of Palm Beach County, Miami-Dade County, St. Lucie County, Broward County, 

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and Martin County. No other person, agent, or advisor will be allowed to create a contractual 

agreement with The MangementCo or open up an investment or Private Placement 

Memorandum for this asset class with the ManagementCo in these counties without written 

permission by the Company. 

8. Compliance and Indemnity. Company represents and warrants to ManagementCo 

that, at all times while this Agreement remains in effect, it will comply with all federal, state 

or local laws, statutes, regulations or orders related to Lhe offering and sale of its securities 

(the "Securities Laws"). ManagernentCo will not be involved in any securities transactions by 

the Company. Company shall indemnify and hold harmless ManagementCo from any costs, 

expenses, damages, losses, fines, penalties, or c1airns, including but not limited to legal fees, 

arising from or relating to any Company's violation or alleged violation of any of the Securities 

Laws expressly including hut not limited to claims asserted by Company's members or 

investors or any investigation, action or proceeding initiated or conducted by and federal or 

state governmental agency or authority. 

9. Arbitration. Any controversies ansmg under this Agreement, including the 

assessment, amount of and payment of damages as a result of a claim to breach, of this 

agreement, shall be decided as set forth herein. Each party shall seled their own arbitrator and 

the third arbitrator out of three is to be detennined with consent of both parties under the laws 

of the commonweallh of Pennsylvania. The arbitration shall take place in King of Pmssia, 

Pennsylvania. The decision of the arbitrator shaJl be conclusively binding upon the parties 

and final, and such decision shall be enforceable as a judgment in any court of competent 

jurisdiction. All costs and expenses incurred by a party in connection with any arbitration 

proceeding, expressly including legal foes, shall be paid by the party against whom judgment is 

rendered by the arbitrator. 

10. Notices. All notices or other communications required or permitted hereunder 

shall be in VvTiting and shall be deemed to have been duly given if delivered in person or sent 

by overnight delivery, confirmed telecopy or prepaid first class registered or certified mail, 

return receipt requested, to the following addresses, or such other addresses as are given to the 

other parties to this Agreement in the manner set forth herein: 

Ifto Company: Fidclis rinancial Planning LLC 

Attention: Michael C. Furman 

1615 Forum Place #500 

West Palm Beach, FL 3340 l 

If to ManagementCo: ABFP Management Company LLC 

Attention: Dean Vagnozzi 

234 Mall Boulevard, Suite 270 

King of Prussia, Pennsylvania 19406 

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Confidential Treatment Requested by a Better Financial Plan 

With a copy to: Eckert Seamans Cherin & Mellott, LLC Two Liberty 

Place, 22nd Floor 

50 South I 6th Street 

Philadelphia, Pennsylvania 19102 

Any such notices sha11 be effective when delivered in person or sent by telecopy, one 

business day after being sent hy overnight delivery or three business days after being sent by 

registered or certified mail. Any of the foregoing addresses may be changed by giving notice 

of such change in the foregoing manner, except that notices for changes of address shall be 

effective only upon receipt. 

11. Review By Counsel. Company represents and warrants that counsel for Company has 

reviewed this Agreement and that Company has been infonned by counsel that the terms and 

provisions contained herein are enforceable. 

12. Binding Effect. The terms of this Agreement shall be binding upon and 

inure to the benefit of the parties hereto and their respective personal representatives, 

successors and assigns. 

13.. Integ ation-Amendment. This Agreement contains the entire agreement 

between the parties hereto, with respect to the transactions contemplat,ed herein and 

supersedes all previous representations, negotiations, commitments and ,vritings with 

respect thereto. No amendment or alteration of the terms of this Agreement shall he valid 

unless made in \Vriting and signed by all of the parties hereto. This is the Non-Compete 

and Confidentiality Agreement referred to in the Acquisition Agreement. 

14_ Counterparts - Facsimile. This Agreement may be executed in one or 

more counterparts each of which will be deemed an original and all of which together 

will constitute one and the same instrument. This Agreement may be executed and 

accepted by facsimile signature and any such signature shall be of the same force and 

effect as an original signature. 

15. Waiver. The failure of either party to insist, in any one or n10re jostances, 

upon performance of any of the terms or conditions of this Agreement shall not he 

construed as a waiver of future perfonnance of any such term, covenant or condition, 

and the obligations of either party with respect thereto shall continue in full force and 

effect. 

16. Acknowledgements Addendum, ManagementCo acknowledges (i) -

Company has prior working knowledge and has offered investments in various similar 

Alternative Asset Classes prior to this agreement that this agreement docs not apply to 

those. (ii) - Company acknowledges that it will only raise assets for Parfunding/CBSG 

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through ManagementCo using this agreement. (iii)- ManagementCo and Company both 

agree that Russell Meyer & Renee Meyer are clients of Company and owned by Company. 

[SIGNATURE PAGE TO lvfANAGEMENT SERVICES AGREEA1ENT] 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day 

and year first above written. 

ABFP Management Company LLC 

By: X. _________ ~--~ 

Name: Dean Vagnozzi 

Title:. Sole Member 

Company: Fidelis Financi Planning LLC 

By: X - a v-----1'-----~~-~ 

Name: ~~Furman 

Title: President 

For the purposed of being legally bound by the terms of Sections 6 and 7 of this 

Agreement, each of the following individuals have executed this Agreement as of this 24th 

day ofMay 2018. 

nature line is for the person organizing the Company.} 

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