1 Ethical Capital Investment Collaborative

Address: 90 N 400 E, Provo UT 84606
Tel: 212-321-5111

1.1 DISCRETIONARY INVESTMENT ADVISORY AGREEMENT

Please review this Investment Advisory Agreement (“Agreement”) carefully as it sets forth the understanding between you (“Client”) and Ethical Capital LLC (the “Firm,” a Utah-registered investment adviser) regarding advisory services provided by the Firm. If you have any questions about the content of this Agreement, you should discuss them with us or your legal counsel before you sign this Agreement.

1.2 1. SERVICES

1.2.1 1.1 Advisory Services

The Firm will provide advisory services to Client on a discretionary basis. The Firm will direct and manage Client’s Account in accordance with Client’s information described in Section 2 below. In providing discretionary investment advice, the Firm may, without limitation (i) invest, reinvest, purchase and sell assets in the Account, and any proceeds thereof and any additions thereto, and (ii) take all other actions with respect to such assets. The Firm is authorized to manage and effect transactions in Client’s Account without prior consultation with or notice to Client. The Firm’s discretionary authority hereunder is subject only to such written limitations as Client may impose in writing.

1.2.2 1.2 Legal Services Disclaimer

The Firm does not and will not practice law or provide legal services. The Firm shall have no obligation to institute or defend any legal, administrative, or arbitration proceeding on behalf of Client or Client’s successors or assigns. The Firm will not determine whether securities held in the Account are the subject of a class action lawsuit or whether Client may be eligible to participate in class action settlements or litigation, nor will the Firm initiate or participate in litigation to recover damages on Client’s behalf for injuries as a result of actions, misconduct, or negligence by issues of securities held in the Account.

1.2.3 1.3 Tax and Accounting Services

The Firm does not and will not offer tax or accounting services and none of the fees for services hereunder relate to tax or accounting services. Client shall be solely responsible for obtaining any such services desired by Client.

1.2.4 1.4 Proxy Voting

The Firm does not vote Client proxies. Client shall be responsible for directing the manner in which proxies solicited by issuers of securities Client beneﬁcially owns shall be voted, and will make all elections relative to any mergers, acquisitions, tender oﬀers, bankruptcy proceedings or other type events pertaining to Client assets. The Firm will use reasonable efforts to forward any written or electronic proxy materials received by the Firm to Client, but shall not be liable for Client’s failure to receive or act on such materials on a timely basis.

1.3 2. CLIENT INFORMATION

Client agrees to provide the Firm with current and accurate information required by the Firm to provide advisory services to Client, including without limitation information regarding Client’s investment objectives, time horizons, risk tolerances, assets, liabilities, income, investments, income tax situation, and estate plan. The Firm has no duty or obligation to verify or investigate the accuracy or completeness of the information provided by Client. Client will promptly notify the Firm in writing of any changes to the foregoing information, provided that no such notice will be effective until the Firm has had a reasonable opportunity to act on the revised information.

1.4 3. CUSTODY; BROKERAGE; EXECUTION

1.4.1 3.1 Custodian Selection

All securities transactions in the Client’s account (“Account”) will be executed and cleared through Altruist, which will also act as custodian of all Account assets (“Custodian”). The Firm shall select the Custodian in its sole discretion. Client will be required to execute Custodian’s account documents, as requested by the Custodian.

1.4.2 3.2 Custodian Responsibilities

The Custodian shall be solely responsible for the safekeeping and custody of all assets in the Account, and for the collection of interest, dividends and other income attributable to such assets. All payments made for investment purposes should be directed to the Custodian. The Firm shall not have any custody of the assets in the Account, other than for the purposes of deducting fees from the Account.

1.4.3 3.3 Information Access

The Firm is hereby authorized to receive from the Custodian any information about the Account as may be reasonably requested by the Firm.

1.4.4 3.4 Client Instructions

Client shall instruct the Custodian to honor all instructions from the Firm with respect to transactions relating to the Account.

1.4.5 3.5 Best Execution

The Firm will undertake to seek the best execution of Client’s orders, taking into consideration not only the available prices and rates of brokerage services, but also other relevant factors, such as, without limitation, execution capabilities, research and other services provided by brokers which are expected to enhance the general advisory and management capabilities of the Firm, and the value of any ongoing relationship of the Firm with such brokers, without having to demonstrate that such factors are of a direct benefit to the Client. The Firm does not guarantee that a disparity will not exist between the market prices borne by Client and market prices available if Client engages a different investment adviser or if the Firm selected a different broker or custodian.

1.5 4. WITHDRAWALS

Withdrawals from the Account shall be subject to (i) any obligations of Client and claims against the Account, (ii) payment of any and all fees and charges, and (iii) the Firm’s assurance, in its sole judgment, that there exists (1) no prior or conflicting claim, including without limitation, any claim against the Account or the Client and (2) no legal impediment to, and no risk to the Firm from, such withdrawal. In no event shall the Firm have any liability as a result of the Custodian’s failure to effect any withdrawal or transfer, or for its delay in doing so.

1.6 5. FEES

1.6.1 5.1 Fee Assessment

The Firm’s fees are assessed and described in Addendum I. Client will be provided an invoice containing the fee(s) to be assessed, the formula used to calculate the fee(s), and the time period covered by the fee(s). Fees are payable within 30 days of the invoice date. Fees may be negotiable, and are typically waived or discounted for associates of the Firm, their family members, and pre-existing relationships. Similar services may be made available from other firms and potentially at a lesser fee.

1.6.2 5.2 Payment Methods

Fees may be paid by check or draft from US-based financial institutions, via PCI-compliant electronic payment systems/providers, or withdrawal from Client’s Account maintained at the Custodian. At no time will cash, money order or similar forms of payment be accepted. The Client hereby expressly authorizes its fees to be debited from the Account and remitted to the Firm. Fees deducted from the Account will be noted on statements the Client receives from the Custodian.

1.6.3 5.3 Set-Off Rights

The Account shall at all times be subject to the Firm’s right of set-off.

1.6.4 5.4 Additional Fees

The Firm’s fees are separate and additional to any fees, charges, and expenses of any applicable broker, custodian, retirement plan or plan administrator, or other service provider engaged by or providing services to Client, in addition to fees charged by third parties in connection with products recommended by the Firm (including mutual funds and exchange-traded funds). Such fees are detailed in applicable prospectuses or product descriptions, and Client is encouraged to read those materials. Client acknowledges that they may be able to invest in certain investment products directly pursuant to the terms of the products’ prospectuses, and that direct investments would not incur the Firm’s management fees.

1.6.5 5.5 Trail and Performance Fees

The Firm does not receive “trails” or SEC Rule 12b-1 fees from investments in products recommended by the Firm. The Firm shall not receive fees based upon a share of capital gains or capital appreciation (i.e., performance-based fees) for its advisory services.

1.7 6. TERM AND TERMINATION

1.7.1 6.1 Agreement Term

The term of this Agreement shall be from the execution hereof to the date the Agreement is terminated according to the provisions hereunder.

1.7.2 6.2 Termination Rights

Either party may terminate this Agreement at any time upon prior written notice to other party. The Firm will not be responsible for investment allocation, advice, or transactional services (except for limited closing transactions) upon receipt of a termination notice.

1.7.3 6.3 Rescission Period

If Client did not receive the Firm’s Form ADV Part 2 firm brochure at least forty-eight (48) hours prior to entering into this Agreement, then Client has the right to terminate the engagement without penalty within five (5) business days after entering into this Agreement. If Client terminates the Agreement after the five (5) business-day rescission period, Client is assessed fees on a prorated basis for services incurred from either (i) as a new client, the date of the engagement to the date of the Firm’s receipt of the written notice of termination, or (ii) for all other clients, the last billing period to the date of the Firm’s receipt of the written termination notice.

1.7.4 6.4 Fee Return

The Firm will return any prepaid, unearned fees within thirty (30) calendar days of termination. Any earned fees by the Firm in excess of a prepaid deposit will be billed at the time of termination and, if the Firm is unable to deduct advisory fees from Client’s Account at the Firm’s Custodian, then the Firm’s earned fees will be due upon Client’s receipt of the Firm’s invoice.

1.8 7. DISCLOSURES

Client acknowledges receipt of the Firm’s Form ADV Part 2A, Form ADV Part 2B, and Privacy Policy. The Firm will notify Client if the Firm undergoes any change of ownership or membership within a reasonable time after such change.

CLIENT REPRESENTATIONS. Client represents to the Firm the following and understands and agrees that the Firm is relying on these representations as an inducement to enter into this Agreement:
1. Client has full right, power, and authority, and if a natural person, Client is of legal age and possesses the necessary legal capacity to execute and perform this Agreement. This Agreement constitutes Client’s valid and binding contract, enforceable against Client in accordance with its terms.
2. If Client is a legal entity, the undersigned certiﬁes that the Agreement has been duly authorized, executed and delivered on behalf of such entity, and that the Agreement is valid by way of resolution or amendment made by the entity to that eﬀect and authorizing the appropriate oﬃcer or director to act on its behalf in connection with this Agreement. The execution, delivery, or performance by Client of this Agreement is not, and will not be, in violation of any provision of any agreement to which Client is a party or by which Client or Client’s properties are bound or affected.
3. Client acknowledges that all investments involve risk and that some investment decisions will result in losses, including the potential for the loss of their principal that has been invested. Client understands that the Firm cannot guarantee that Client’s investment goals or planning objectives will be achieved.
4. There are no outstanding liens against, or security interests in, the Account or its assets. Client will neither create, nor suffer the creation of, any lien or security interest against the Account or its assets, with the exception of liens or security interests in favor of the Firm.
5. Client understands and agrees that the Firm performs services for other clients and may make recommendations to those clients that diﬀer from the recommendations made to Client. The Firm may buy or sell securities for other Accounts it manages at different times or for different prices than Client. Client agrees that the Firm does not have any obligation to recommend for purchase or sale any security or other asset it may recommend to any other client.
6. Client agrees that the Firm obtains information from a wide variety of publicly available sources and cannot guarantee the accuracy of the information or success of the advice which it may provide. The information and recommendations developed by the Firm is based on the professional judgment of the Firm and the information Client provides to the Firm.
7. Client acknowledges and agrees that the Firm shall not be obligated to provide any services under this Agreement with or for Client if, in the Firm’s reasonable judgment, such provision of services would (i) violate any applicable laws, rules or regulations, or (ii) be inconsistent with any internal policy maintained by the Firm relating to business conduct with its clients.
8. The Firm shall not be responsible for the management of any Client assets not in the Account under the Firm’s management or otherwise covered by this Agreement.
CONFIDENTIALITY OF INFORMATION. Each party may disclose confidential information to the other during the term of this Agreement (including without limitation all recommendations and/or advice provided by the Firm), and the receiving party shall regard any such information as conﬁdential and shall not disclose any such information to any person other than as necessary to comply with or perform their legal obligations or their contractual obligations hereunder.
JOINT ACOUNTS.
1. If an Account is a joint account (“Joint Account”), the Firm may accept any information regarding the Joint Account and directions to effect transactions in the Account, including purchases, sales, withdrawals and payment instructions, from any Client having an interest in the Joint Account (each such Client, a “Joint Account Holder”) without requiring the authorization or consent of any other Joint Account Holder, subject to any prior contrary instructions executed by each Joint Account Holder and confirmed in writing by the Firm.
2. If the Firm receives conflicting information or instructions from Joint Account Holders, they acknowledge that the Firm may ignore the conflicting information or instructions until all relevant conflicts are resolved, and they further acknowledge that the Firm accepts no liability for its inaction pending resolution of such conflicts.
3. The Firm will consider any transaction in the Joint Account to be for the benefit of all participants in the Joint Account.
4. Each Joint Account Holder will be jointly and severally liable for payment of all fees, expenses, and charges.
ASSIGNMENT. This Agreement may not be assigned by either party without the prior written consent of the other party. Client will be assumed to have consented to the Firm’s assignment of this Agreement if Client fails to object in writing to such assignment within 45 days of notice thereof.
DEATH OR DISABILITY. If Client is a natural person, the death, disability or incompetency of Client will not terminate or change the terms of this Agreement. However, Client’s executor, guardian, attorney-in-fact or other authorized representative may terminate this Agreement by giving written notice to the Firm. All actions taken by the Firm hereunder, either before or after the death or incapacity of the undersigned, shall be binding upon Client and Client’s legal representatives, who shall hold the Firm harmless from all liability arising from such actions so taken.
LIMITATION OF LIABILITY.
1. The Firm and its affiliates and its and their officers, employees, agents and representatives (“Firm Parties”) shall not be liable for, and are released by Client from:
  1. Any loss or depreciation in the market value of the assets in the Portfolio, or any failure to achieve Client’s investment performance targets or goals.
  2. Any loss resulting from the Firm’s following your instructions or from your provision of inaccurate, outdated, or incomplete information.
  3. The Firm’s failure to fulfil or delay in fulfilling its obligations as a result of war, insurrection, strikes, government regulations, telecommunications facilities’ failure, force majeure, or other conditions or causes beyond the Firm’s control.
  4. Errors and/or losses occurring as a result of account trades where the Firm has used its best efforts to effect trades in a timely and efficient manner.
  5. Any act or omission of a third party, including without limitation clearing firms, custodians, and mutual funds, unless the third party was engaged by the Firm and such engagement was unreasonable.
  6. Any indirect, special, consequential, incidental, exemplary or punitive damages, even if the Firm is advised in advance of the possibility of such damages.
  7. Client’s decisions regarding whether or how to implement the Firm’s recommendations.
2. This section does not apply to the extent that the Firm’s liability arises from their willful misconduct, gross negligence, or bad faith. Therefore, you may still have causes of action against the Firm despite its limitation of liability under this section.
INDEMNIFICATION.
1. Client shall indemnify and hold the Firm Parties harmless from any and all claims, proceedings, actions, and disputes, and any and all costs, expenses (including reasonable attorneys’ fees), losses, penalties, fines, damages, liabilities or fees arising out of or relating to this Agreement or the advisory relationship between Client and the Firm (collectively “Claims”).
2. This section does not apply to the extent that any Claims arise from the Firm’s willful misconduct, gross negligence, or bad faith.
NON-WAIVER OF CERTAIN RIGHTS.
1. By signing this Agreement, you acknowledge that certain provisions of this Agreement, including but not limited to Sections 13 (Limitation of Liability) and 14 (Indemnification), and Section 23 (Waiver of Jury Trial) may limit the Firm’s liability, restrict your rights, and impose indemnification obligations upon you. You also acknowledge that you have had the opportunity to consult with the Firm and your other professional advisors or legal counsel regarding such provisions.
2. You understand that certain federal and state securities laws (including the Investment Advisers Act of 1940 and rules thereunder) may impose liability or allow for legal remedies even where the Firm has acted in good faith, and that your rights under those laws may be non-waivable. Therefore, you may still have causes of action against the Firm despite provisions of this Agreement that waive the Firm’s liability.
TAXES. Client shall provide to the Firm all documentation as may be required under applicable United States tax laws. Client agrees that (i) any amounts required by applicable law to be withheld from Client’s Account and any income derived from investments in the Account shall be withheld and paid to the United States Internal Revenue Service or other appropriate authority by the Client or any agent or issuer, as required by law, and (ii) the Custodian, or any agent or issuer, as appropriate, shall make any returns or reports to or hold them available for the United States Internal Revenue Service or other appropriate authority regarding transactions in the Account as shall be required by law.
NOTICES; ELECTRONIC DOCUMENT DELIVERY.
1. Whenever practical, Firm documents and information will be electronically delivered to the Client. Such documents and information include, but are not limited to, service agreements, account information, forms, Firm disclosures and revisions thereto, and various types of general Client communications. Delivery mechanisms may include electronic mail (e-mail), notices posted on the Firm’s website, the Firm’s portal, and secure data transmission services. The sending of electronic messages and/or information shall constitute delivery of the information, regardless of whether the Client chooses to read it. The Client may opt-out of or revoke this consent to electronic delivery at any time by providing written notice to the Firm at its main oﬃce.
2. Except as otherwise provided above, all notices and communications to be delivered hereunder shall be effective, deemed received, and constitute delivery when sent, whether by mail, E-mail, or other telecommunications media, to the party’s last known address or E-mail address, as modified from time to time. All such notices and communications (including but not limited to account statements) shall be deemed to be correct and conclusive against the Client if not objected to in writing by the Client within thirty (30) days of the date they are deemed received by the Client pursuant to the preceding sentence.
CAPTIONS AND HEADINGS. The captions and headings of the paragraphs in this Agreement and Addendum I are for convenience only and shall not be used in construing or interpreting this Agreement.
COUNTERPARTS. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. An electronic signature or facsimile shall be effective as an original.
SEVERABILITY. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineﬀective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or aﬀecting the validity or enforceability of any of the terms or provisions hereunder in any other jurisdiction.
FORCE MAJEURE. The Firm shall not be considered in breach of this Agreement to the extent that performance of its obligation is prevented by an “Event of Force Majeure.” An Event of Force Majeure means an event beyond the control of the Firm which prevents it from complying with any of its obligations under this Agreement, including but not limited to: acts of God (such as, but not limited to, ﬁres, explosions, earthquakes, drought, tidal waves and ﬂoods); war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilization, requisition, or embargo; rebellion, revolution, insurrection, or military or usurped power, or civil war; contamination by radio-activity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly; riot, commotion, strikes, go slows, lock outs or disorder, unless solely restricted to employees of a service provider; acts or threats of terrorism; government regulations; or telecommunications failures. If and to the extent that an Event of Force Majeure prevents the Firm from providing its services hereunder, the Firm shall be relieved of its obligations to provide such services but shall endeavor to continue to perform its obligations hereunder so far as reasonably practicable.
ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the ﬁnal, complete, and entire Agreement between the Parties and supersedes all prior and contemporaneous understandings or agreements of the Parties and is binding on and inures to the beneﬁt of their respective heirs, representatives, successors, and assigns. This Agreement may be modiﬁed only by amendment in a writing signed by the Parties to this Agreement. Notwithstanding the foregoing, the Firm may amend its fee schedule upon thirty (30) days prior notice to the Client (unless prohibited by applicable law or regulation, in which case such amendments shall take effect after any length of time required by applicable law or regulation).
GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL. This Agreement shall be governed by the laws of the State of Utah, without regarding to any conflict of laws rules that would cause the applications of the laws of another jurisdiction. For clients residing in Utah, this Agreement shall not waive or limit compliance with, or require indemniﬁcation for, any violations of state law. All claims, actions, disputes, proceedings and controversies arising out of or relating to this Agreement shall be brought exclusively in the courts located in Provo, Utah. THE PARTIES HEREBY WAIVE THE RIGHT TO A JURY TRIAL IN ANY SUCH CLAIMS, ACTIONS, DISPUTES, PROCEEDINGS AND CONTROVERSIES, AND CLIENT UNDERSTANDS THAT SUCH WAIVER IS A CONDITION TO THE FIRM’S ACCEPTANCE OF THIS AGREEMENT.

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Client Signature Joint Account Holder Signature

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Date Date

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Client Name Joint Client Name

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Client Address Joint Client Address

I hereby opt-out of consent to electronic delivery of documents. I understand that I will receive no formal written communications from the Firm via electronic means and that I may be charged current postage fees:

_____________________________

Opt-Out Signature (Only if opting out of electronic delivery.)

Ethical Capital LLC By: _____________________ Name: _____________________ Title: Chief Compliance Oﬃcer Date: _____________________ Address: Ethical Capital LLC, 90 N 400 E, Provo UT 84606

Addendum I

FEE SCHEDULE

The Firm does not require a minimum account size to open or maintain an Account, nor are there account opening and/or administration fees to initiate the Firm’s services. For the beneﬁt of discounting the asset-based fee, Accounts for the same household under the Firm’s management will be aggregated.

Fees are payable quarterly in advance, at the beginning of each calendar quarter. The fee is determined by the market value of account assets calculated on the last market day of each prior quarter’s-end, as provided in the following formula:

((quarter-end market value) x (applicable number of basis points)) ÷ 4

Assets Under Management	Annualized Asset-Based Fee
$0 - infinity	1.00%

The ﬁrst billing cycle begins once this addendum is executed and account assets have settled into the Client’s Account. Fees for partial months will be prorated based on the remaining days in the reporting period in which the Firm services the Account. The Firm will send the Client and Custodian a written invoice each billing period that describes the advisory fees to be deducted from the Account at the Firm’s request. The invoice will include the total fee assessed, covered time period, calculation formulae utilized, and reference to the assets under management in which the fee had been based.

Subject to the Custodian’s fee debit procedures, advisory fees will be payable ﬁrst from free credit balances, if any, in the Account and, second, from the liquidation of any money market funds. If such assets are insuﬃcient to satisfy payment of the advisory fees, the Client will authorize the Firm to instruct the Custodian to liquidate a portion of any asset in the Account to cover the advisory fee. In addition, the Firm will charge the Client for all fees and assessments associated with checks that are returned for insuﬃcient funds. This includes, but is not limited to, custodial/clearing ﬁrm fees or charges.

PAYMENT TYPE [Initial One] __________ Direct Payment __________ Custodian Withdrawal