Step 1 of 10
Effective Date

CONFIDENTIAL

INVESTMENT ADVISORY CONTRACT

Simpli-FI Alpha LLC

513 W Oak Street, Suite 105
Denton, Texas 76201

(940) 373-0151 | info@simpli-fi-alpha.com

Click if this is a joint account with two signers

Page 1

This Investment Advisory Contract (this "Agreement") is entered into as of (the "Effective Date") by and between:

Simpli-FI Alpha LLC, a Texas limited liability company ("Adviser" or "SAL"), and

("Client").

Adviser and Client are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Adviser is a registered investment adviser under applicable state securities laws; and

WHEREAS, Client desires to engage Adviser to provide discretionary investment advisory services; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:

1. ADVISORY SERVICES

1.1 Scope of Services. Adviser agrees to provide Client with discretionary investment advisory services for Client's account(s) (the "Account"). Adviser provides discretionary management services only. Clients seeking non-discretionary or consultation-only services may be referred to another qualified investment adviser upon request.

1.2 Discretionary Authority. Client hereby grants Adviser full discretionary authority to manage the Account, including the authority to: (a) determine which securities and other investments to purchase, sell, or hold; (b) determine the timing, price, and amount of any transaction; (c) select brokers and dealers to execute transactions; and (d) take any other action Adviser deems appropriate in managing the Account, all without prior consultation with or consent from Client.

Page 2

1.3 Investment Strategy. Client's Account will be managed according to the Investment Strategy selected below. The selected strategy determines both the applicable fee and the investment approach.

Select one Investment Strategy:

1.4 Investment Restrictions. Client may impose reasonable restrictions on investing in certain securities or types of securities by providing written notice to Adviser. Such restrictions must be accepted in writing by Adviser to be effective.

1.5 Custodian. Client's Account shall be held at Interactive Brokers LLC ("IBKR" or the "Custodian"), a qualified custodian registered as a broker-dealer with the SEC and a member of SIPC.

Page 3

2. FEES AND COMPENSATION

2.1 Advisory Fee. Client agrees to pay Adviser the annual advisory fee corresponding to the selected Investment Strategy as set forth in Section 1.3 above. Fee charged to Washington clients will not exceed 2.00%. Pursuant to Texas Board Rule 116.13(a), advisory fees in excess of 3.0% must disclose that such fee is in excess of the industry norm; all fees offered under this Agreement are below this threshold.

2.2 Fee Calculation and Billing. The advisory fee shall be calculated as follows:

  • (a) The annual fee percentage selected above, divided by four (4), applied to the market value of the Account as of the last business day of each calendar quarter;
  • (b) Fees are billed quarterly in arrears within fifteen (15) business days following the end of each calendar quarter;
  • (c) Fees shall be deducted directly from the Account upon Client's written authorization (see Exhibit A);
  • (d) For partial quarters (initial or termination), fees shall be prorated based on the number of days the Account was managed during the quarter;
  • (e) Static or non-managed assets (such as cash awaiting investment or securities Client has restricted from trading) will not be included in fee calculations.

2.4 Other Fees and Expenses. In addition to advisory fees, Client will be responsible for all brokerage commissions, transaction fees, exchange fees, regulatory fees, and other charges imposed by the Custodian or third parties.

2.5 Fee Negotiations. Fees are negotiable at Adviser's discretion. Any negotiated fee arrangement must be documented in a written addendum to this Agreement.

3. PROXY VOTING

Adviser does NOT vote proxies on behalf of Client. Client retains all authority and responsibility for voting proxies.

Page 4

4. CLIENT REPRESENTATIONS AND OBLIGATIONS

4.1 Suitability Information. Client agrees to provide Adviser with accurate and complete information regarding Client's financial situation, investment objectives, risk tolerance, and any other information reasonably requested by Adviser. Client agrees to promptly notify Adviser of any material changes to such information.

4.3 Custodian Account. Client agrees to open and maintain an account with the Custodian (IBKR) and grant Adviser limited trading authority.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect until terminated by either Party as provided herein.

5.2 Termination for Convenience. Either Party may terminate this Agreement at any time upon fifteen (15) days' prior written notice to the other Party.

5.3 Five-Day Termination Right. If the ADV Part 2A brochure was not delivered to Client at least 48 hours prior to execution of this Agreement, Client has the right to terminate this Agreement without penalty within five (5) business days after signing.

5.4 Effect of Termination. Upon termination: (a) Adviser shall have no further obligation to provide advisory services; (b) Client shall pay all fees accrued through the termination date, prorated to the date of termination.

6. ASSIGNMENT

Adviser shall not assign this Agreement without the prior written consent of Client. For purposes of this Agreement, an "assignment" shall have the meaning given in the Investment Advisers Act of 1940.

Page 5

7. DISCLOSURE ACKNOWLEDGMENT

Client acknowledges receipt of the following disclosure documents from Simpli-FI Alpha LLC. By checking each item below and initialing, Client confirms receipt and review of these materials:

Client understands that: (1) These documents describe the advisory services, fees, and business practices of Simpli-FI Alpha LLC. (2) Client has been given an opportunity to ask questions about these documents. (3) Updated versions are available upon request and will be provided annually or when material changes occur. (4) If the ADV Part 2A was not delivered at least 48 hours prior to signing, Client may terminate this Agreement without penalty within five (5) business days.

8. STANDARD OF CARE AND LIMITATION OF LIABILITY

8.1 Fiduciary Duty. Adviser is a fiduciary to Client and will act in Client's best interest at all times when providing advisory services.

8.2 Standard of Care. Adviser shall perform its services with the care, skill, prudence, and diligence that a prudent investment adviser would exercise under similar circumstances.

8.3 Limitation of Liability. Adviser shall not be liable for any loss or damage resulting from: (a) any investment decision made or action taken in good faith; (b) any loss arising from following Client's instructions; or (c) any act or omission of the Custodian or third party. Nothing in this Agreement shall constitute a waiver of rights under applicable securities laws.

9. CONFIDENTIALITY AND PRIVACY

Adviser shall maintain the confidentiality of all non-public personal information about Client in accordance with Adviser's Privacy Policy.

10. GENERAL PROVISIONS

10.1 Governing Law. This Agreement shall be governed by the laws of the State of Texas, without regard to conflicts of law principles.

10.2 Entire Agreement. This Agreement, together with any exhibits, constitutes the entire agreement between the Parties.

10.3 Amendments. This Agreement may be amended only by a written instrument signed by both Parties.

Page 6

10.4 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.5 Notices. All notices under this Agreement shall be in writing and shall be deemed delivered when: (a) delivered personally; (b) sent by email with confirmation of receipt; or (c) three (3) business days after mailing by certified mail.

10.6 Counterparts. This Agreement may be executed in counterparts, including electronic signatures.

11. CONSENT TO ELECTRONIC DELIVERY

By initialing below, Client hereby consents to receive via email or other electronic delivery method various communications, including account statements, trade confirmations, billing invoices, and Form ADV brochures.

CLIENT CONTACT INFORMATION

Page 7 - Signature Page

IN WITNESS WHEREOF

This Agreement shall become effective upon Client's execution and Adviser's commencement of services.

CLIENT:

ADVISER:

Simpli-FI Alpha LLC

513 W Oak Street, Suite 105, Denton, TX 76201

(940) 373-0151 | info@simpli-fi-alpha.com

Services will commence upon receipt of this executed Agreement.

Exhibit A

EXHIBIT A

FEE BILLING AUTHORIZATION

Client hereby authorizes Adviser to deduct advisory fees directly from Client's Account held at the Custodian. Client understands that:

  • The Custodian will send Client account statements at least quarterly showing all transactions, including fee deductions;
  • Adviser will send Client an invoice showing the fee calculation prior to or concurrent with each fee deduction;
  • Client should compare Adviser's invoices with the Custodian's statements to verify accuracy;
  • Client may revoke this authorization at any time by providing written notice to Adviser.

By initialing below, I AUTHORIZE direct fee deduction from my Account.

Exhibit C

EXHIBIT C

IDENTIFICATION OF ACCOUNTS

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

Account Number Registration Name Account Type Action

Custodian Information

Custodian: Interactive Brokers LLC

1 Pickwick Plaza, Greenwich, CT 06830 | (877) 442-2757

Ready to Submit Your Agreement

Please review the entire form for accuracy. Click the button below to download your signed PDF copy.