Simpli-FI Alpha LLC

INVESTMENT ADVISORY CONTRACT

513 W OAK ST, SUITE 105
DENTON, TX 76201

October 14, 2025

The undersigned ("Client"), being duly authorized, has established an account (the "Account") and hereby agrees to engage Simpli-FI Alpha LLC ("SAL") on the following terms and conditions.

I. Appointment of SAL.

Client hereby appoints SAL as investment adviser for the Account. Client agrees to promptly notify SAL in writing of any changes to the information contained on the Investment Policy Statement or other information pertinent to the Account and to provide SAL with prior written notice of any changes in the identity of persons authorized to act on behalf of Client with respect to the Account.

II. Services by SAL.

By execution of this Agreement, SAL hereby accepts the appointment as investment adviser for the Account and agrees, as of the effective date set forth in the signature page below, to provide the services indicated below: Investment strategy, Personal investment policy, Asset allocation, Asset selection, Risk tolerance, Regular portfolio monitoring.

It is understood and agreed that SAL, 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 person.

III. Authority.

Please initial your choice for investment management authority:

Except as otherwise set forth in this Agreement, Client authorizes SAL to investigate, purchase, and sell on behalf of Client, various securities and investments. SAL is authorized to execute purchases and sales of securities on Client's behalf without consulting Client regarding each sale or purchase. Client may, however, terminate the discretionary authority of SAL immediately upon written notice.

SAL is authorized to execute purchases and sales of securities only after securing permission from Client regarding each transaction.

SAL offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. SAL creates an Investment Policy Statement for each client, which outlines the client's current situation (income, tax levels, and risk tolerance levels). Portfolio management services include, but are not limited to, the following: Investment strategy, Personal investment policy, Asset allocation, Asset selection, Risk tolerance, Regular portfolio monitoring.

IV. Client Accounts.

Client has opened or will open an account with a custodian or other authorized third party (the "Custodian") for the execution of securities transactions and custodial services. The Custodian at the time this Agreement is executed is identified in Exhibit III hereto. All funds/securities will be delivered between Client and the Custodian only. Client hereby authorizes SAL 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.

V. Service to Other Clients.

It is understood that SAL may perform investment advisory services for various clients and that the services provided by SAL are rendered on a non-exclusive basis. Client agrees that SAL 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. Nothing in this Agreement shall be deemed to confer upon SAL any obligation to acquire for the Account a position in any security which SAL, its principals, or its 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 SAL it is not for any reason practical or desirable to acquire a position in such security for the Account. As an investment adviser registered under the Securities Act of Washington and other applicable federal and state securities laws, SAL owes Client a fiduciary duty to put Client's interest first which includes, but is not limited to, a duty of care, loyalty, obedience, and utmost good faith.

VI. Inside Information.

SAL shall have no obligation to seek to obtain any material nonpublic ("inside") information about any issuer of securities and shall not purchase, sell, or recommend for the Account the securities of any issuer on the basis of any such information as may come into its possession.

VII. Liability.

SAL shall not be liable to Client for any independent acts or omissions by third parties. A person who is not a party to this Agreement has no rights to enforce any term of this Agreement and this Agreement shall not be deemed to create any third-party beneficiary rights. Nothing in this Agreement may be interpreted to limit or modify SAL's fiduciary duties to Client and nothing in this Agreement shall be deemed a waiver of any right or remedy that Client may have under federal or state securities laws. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith.

VIII. Proxies.

SAL acknowledges its fiduciary obligation to vote proxies on behalf of those clients that have delegated to it, or for which it is deemed to have, proxy voting authority. SAL will vote proxies on behalf of a client solely in the best interest of the relevant client. SAL has established general guidelines for voting proxies. SAL may also abstain from voting if, based on factors such as expense or difficulty of exercise, it determines that a client's interests are better served by abstaining. Further, because proxy proposals and individual company facts and circumstances may vary, SAL may vote in a manner that is contrary to the general guidelines if it believes that it would be in a client's best interest to do so. If a proxy proposal presents a conflict of interest between SAL and a client, then SAL will disclose the conflict of interest to the client prior to the proxy vote and, if participating in the vote, will vote in accordance with the client's wishes. Clients may obtain a complete copy of the proxy voting policies and procedures by contacting SAL in writing and requesting such information. Each client may also request, by contacting SAL in writing, information concerning the manner in which proxy votes have been cast with respect to portfolio securities held by the relevant client during the prior annual period.

IX. Fees.

The compensation of SAL for its services rendered hereunder shall be calculated in accordance with the Schedule of Fees attached hereto as Exhibit II. 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 acceptance of the new fees. Fees are negotiable.

X. 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 SAL by such sources as it may deem appropriate. Any other security shall be valued in such manner as shall be determined by SAL and Client, consistent with SAL's fiduciary duty, to reflect the security's fair market value. Client may dispute valuations with SAL if Client disagrees, at which point Client and SAL will discuss the valuation in order to promptly resolve the dispute.

XI. 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 SAL such evidence of such authority as SAL may reasonably require, whether by way of a certified corporate resolution or otherwise; SAL is responsible only for the Account and not for the diversification or prudent investment of any outside assets or holdings of Client, though other known assets will be considered when making recommendations for the managed assets.

The following language of this section applies only if your Account is for a (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"); (b) tax-qualified retirement plan under section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and not covered by ERISA; or (c) an individual retirement account under the Code.

Client represents that SAL has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client authority to retain SAL. Client acknowledges that Client is a "named fiduciary" with respect to the control or management of the assets in the Account. Client will furnish promptly to SAL the governing plan documents, any amendment to the plan, and Client agrees that, if any amendment affects SAL's rights or obligations, then the amendment will be binding on SAL only when agreed to by SAL in writing. If the Account contains only a part of the assets of the plan, then Client understands that SAL will have no responsibility for the diversification of all of the plan's investments and that SAL will have no duty, responsibility, or liability for Client assets that are not in the Account. If the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or other applicable law requires bonding with respect to the assets in the Account, then upon written request by SAL, Client will obtain and maintain at Client expense bonding that satisfies the requirements of Section 412 of ERISA and covers SAL and affiliated persons of SAL. As an investment adviser registered under the Securities Act of Washington and other applicable federal and state securities laws, SAL owes Client a fiduciary duty to put Client's interest first which includes, but is not limited to, a duty of care, loyalty, obedience, and utmost good faith.

XII. Representations by SAL.

By execution of this Agreement, SAL represents and confirms that it is registered as an investment adviser or exempt from registration pursuant to applicable laws and regulations.

XIII. Amendment; Termination.

This Agreement contains the entire agreement between the parties, may not be modified or amended except in writing as executed by both parties and remains in force and effect unless terminated by either party as discussed herein. Client may terminate the Agreement within five (5) business days of signing the Agreement, without penalty and fee. Thereafter, this Agreement shall continue in effect until terminated by either party by giving to the other party 15 days written notice, either (i) by phone, in which case a follow-up written confirmation will be completed and the effective date will be calculated from the date of verbal notification, or (ii) by written notice.

XIV. Notices.

All notices and other communications contemplated by this Agreement shall be deemed duly given if transmitted to SAL at the address set forth on the cover page of this Agreement to the attention of its Chief Compliance Officer, and to Client at the address appearing below, or at such other address or addresses as shall be specified, in each case, in a written notice similarly given.

SAL prefers to be contacted via phone or email at (940) 373-0151 or info@simpli-fi-alpha.com.

XV. 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 in which Client resides except to the extent preempted by ERISA or other federal or state laws or regulations. This Agreement does not waive or limit compliance with, or require indemnification of, any provisions of the Securities Act of Washington.

XVI. Exhibits.

The following Exhibits are attached hereto and incorporated as part of this Agreement:

  • Exhibit I - Identification of Accounts
  • Exhibit II - Schedule of Fees
  • Exhibit III - Identification of Custodian
  • Exhibit IV - Investment Policy Statement

XVII. Receipt.

Client acknowledges receipt of SAL's Privacy Policy Statement, together with Parts 2A and 2B of Form ADV; a disclosure statement containing the equivalent information; or a disclosure statement containing at least the information required by Part 2A Appendix 1 of Form ADV, if Client is entering into a wrap fee program sponsored by the investment adviser. If the appropriate disclosures statement was not delivered to Client at least 48 hours prior to Client entering into any written advisory contract with this investment adviser, then Client has the right to terminate the contract without penalty within five (5) 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.

XVIII. Consent to Electronic Delivery

By initialing here, Client hereby consents to receive via e-mail or other electronic delivery method for various communications, documents, and notifications from SAL. These items may include but are not limited to: all statements or reports produced by SAL; trade confirmations; billing invoices; all Form ADV brochures; privacy policy statements; and any other notices or documentation that SAL chooses to provide on an ongoing or occasional basis. Client agrees to immediately notify SAL of any changes to Client's e-mail address shown below or to opt out of receiving documents electronically. If the Client does not consent to electronic delivery, then hard copies of the applicable documentation will be provided to the Client.

XIX. Assignment.

No assignment of this Agreement may be made by any party to this Agreement without the prior written consent of the other party hereto. Subject to the foregoing, this Agreement shall inure to the benefit and be binding upon the parties hereto, and each of their respective successors and permitted assigns.

XX. 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 and as described in SAL's Privacy Policy Statement.

The foregoing notwithstanding, Client may share information regarding the advisory account with Client's attorney, tax professional, and other consultants provided that Client provides consent to SAL to engage in such sharing.

XXI. 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 SAL written notice in accordance with the termination provisions of this Agreement.

XXII. Title to Assets.

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

XXIII. Market Conditions.

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

IN WITNESS THEREOF, the parties have executed this Agreement on the date stated below.

Client 1

Simpli-FI Alpha LLC

For RIA Use Only

Adviser Signature:

RIA Representative will sign after receipt.

Date:

RIA Representative will date after receipt.

Client Contact Information

Exhibit I - Identification of Accounts

Below are the accounts (collectively, the "Account") included under this Agreement:

Account Number Registration Name Custodian Notes
Interactive Brokers LLC
Interactive Brokers LLC

Exhibit II - Fee Schedule

The following are the fees charged by Simpli-FI Alpha LLC for services provided:

SAL may 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 Account. There is no account minimum.

This determines your applicable fee structure.

Definition of a "Qualified Client"

Performance fees are charged to Qualified Clients only. In general, a "Qualified Client" pursuant to Texas Securities Board Rule 116.13(b) and Washington rule, WAC 460-24A-150(2)(a) is:

  1. A natural person or company who at the time of entering into such agreement has at least $1,100,000 under the management of the investment adviser;
  2. A natural person or company who the adviser reasonably believes at the time of entering into the contract: (A) has a net worth of jointly with his or her spouse of more than $2,200,000 excluding the value of the client's primary residence; or (B) is a qualified purchaser as defined in the Investment Company Act of 1940, ยง2(a)(51)(A) (15 U.S.C. 80a-2(51)(A)); or
  3. A natural person who at the time of entering into the contract is: (A) An executive officer, director, trustee, general partner, or person serving in similar capacity of the investment adviser; or (B) An employee of the investment adviser (other than an employee performing solely clerical, secretarial, or administrative functions with regard to the investment adviser), who, in connection with his or her regular functions or duties, participates in the investment activities of such investment adviser, provided that such employee has been performing such functions and duties for or on behalf of the investment adviser, or substantially similar function or duties for or on behalf of another company for at least 12 months.

Exhibit III - Identification of Custodian

Custodian or other Authorized Third Party: Interactive Brokers LLC
Mailing Address: 1 Pickwick Plaza
Greenwich, CT 06830
Telephone: (877) 442-2757

A copy of the custodian's agreement is not attached as part of this Exhibit III.

Exhibit IV - Investment Policy Statement

Date of Last Update: October 14, 2025

The Adviser is responsible for collecting and documenting information from each client that forms the basis of and supports all recommendations. This may include outstanding liabilities and assets the client(s) holds outside of the accounts under the Adviser's management. Investment advisers must collect suitability information at the onset of the client relationship and attempt to update this information annually.

Personal information

Income & net worth

Risk tolerance & investment objectives

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