DUB ADVISORS LLC CLIENT ADVISORY AGREEMENT

This Client Agreement (“Advisory Agreement”) is entered into by dub Advisors LLC (“dub Advisors”), a Delaware limited liability company, and the undersigned (“you” or “Client”). You are contracting with dub Advisors to obtain dub Advisors’ investment advisory services exclusively through the mobile app (along with its website, accounts, pages, and applications, collectively, the “Platform”) which is owned and operated by dub Advisors’ parent company, DASTA, Inc.

This Advisory Agreement will confirm our agreement for dub Advisors to provide certain investment advisory and portfolio management services to you upon the following terms and conditions:

1.         Introduction. By agreeing to the terms and conditions in this Advisory Agreement, you are representing and agreeing that you have read it carefully and understood its terms. You should immediately cease engaging in the services offered by dub Advisors if you have any questions about your obligations under this Advisory Agreement, the services that dub Advisors is agreeing to provide, or the limitations of those services. If you do have questions, please contact us at support@dubadvisors.com prior to engaging in any of these advisory services, and our representatives will assist you. You should retain this Agreement for future reference.

You and dub Advisors understand and agree that certain investment advisory services provided by dub Advisors are related to certain brokerage services provided by dub Financial, LLC (“dub Financial” or the “Introducing BD”) and Apex Clearing Corporation (“Apex” or the “Custodian”). Accordingly, you and dub Advisors understand and agree that the rights and protections granted to dub Advisors under this Advisory Agreement are integrated with all rights and protections granted to dub Financial and Apex by Client under the Apex Client Agreement and dub Financial Client Brokerage Agreement, that concern your relationship with Apex and dub Financial (“Integrated Rights”) and shall extend to this Advisory Agreement and govern aspects of your relationship with dub Advisors. Whether the text of this Advisory Agreement contains similar terms or conditions to an Integrated Right shall not be interpreted to limit the extension and applicability of any Integrated Right to this Advisory Agreement.

By entering into this Advisory Agreement, you also acknowledge receipt of dub Advisors’ Privacy Policy, Form ADV Part 2A, Form ADV Part 2B, and Form ADV Part 3 - Form CRS Client Relationship Summary.

The Services provided pursuant to this Agreement are not being offered to, and are generally not available to, anyone located outside of the fifty-three (53) United States and territories. dub Advisors makes no representation or warranty regarding its compliance with local laws in foreign jurisdictions. You agree to terminate this Advisory Agreement and cease engaging in the advisory services, to the extent you no longer reside in the U.S.A.

You will have the option to invest in proprietary investment strategies managed by dub Advisors (collectively, “Premium Portfolios”) by utilizing DASTA Inc.’s proprietary copy trading technology available through the dub App. Premium Portfolios include a variety of strategy types, all of which are managed and implemented by dub Advisors with full discretionary authority. These include:

• dub Created Premium Portfolios, which are developed and managed directly by dub Advisors’ internal portfolio management team;
• Premium Creator Portfolios, which are based on model strategies licensed from third-party Creators (“Premium Creators”) who contribute to the portfolio theme and composition but do not manage or have discretionary authority over client accounts; and
• Sponsored Portfolios, which are portfolios branded in collaboration with an individual or entity who contributes to the thematic inspiration of the strategy, but with all investment decisions managed solely by dub Advisors.

When you choose to “copy” a Premium Portfolio, dub Advisors will manage the assets you allocate to that portfolio by replicating the trading activity within your brokerage account in accordance with the selected strategy. Prior to copying any Premium Portfolio, you will be provided with important regulatory disclosures and must affirmatively acknowledge them.

It is important to note that portfolios not explicitly identified as being managed or offered by dub Advisors are not subject to the same fiduciary protections and obligations that apply to portfolios managed by dub Advisors under this Agreement. By investing in such portfolios, clients acknowledge and accept that they are not receiving advisory services offered by dub Advisors.

Various features of the Application are offered or processed through service providers, which may be unaffiliated companies, or affiliates of DASTA. Unless otherwise noted, all authority granted to or limitations of liability of DASTA shall include its affiliates, agents, and representatives, as well as any service provider, including Apex. Client authorizes DASTA and its agents or its affiliates acting on behalf of DASTA under this Advisory Agreement to perform the services contemplated by this Advisory Agreement.

2.         Establishment of a Client User Account and Provision of Client Information. You have provided certain account opening and suitability information (“Client Information”) through dub Advisors’ Platform in connection with establishing a user profile (“User Profile”) on the Platform. You represent and warrant that all Client Information, and any other information provided to dub Advisors in connection with this Agreement, is current, accurate, truthful, and complete. You agree to promptly notify dub Advisors of any changes to Client Information, but in any event, within thirty days of such change. You acknowledge and agree that dub Advisors may rely on Client Information, including any updates thereto, without any question or investigation of its own. Notwithstanding the foregoing, in accordance with Rule 3a-4 (“Rule 3a-4”) of the Investment Company Act of 1940, dub Advisors will contact you at least annually to update Client’s financial situation or investment objectives; and determine if you wish to impose any reasonable restrictions on the management of your Account or reasonably modify existing restrictions. Further, dub Advisors will at least quarterly, provide you with written notification to contact dub Advisors with any changes to such Client Information. dub Advisors will also make a representative of dub Advisors who is sufficiently knowledgeable about your Account and its management reasonably available to you for consultation.

3.         Scope of Services. You acknowledge that you are engaging dub Advisors to provide certain investment advisory and portfolio management services for investments in Premium Portfolios on the Platform (“Services”). Pursuant to this Advisory Agreement, dub Advisors agrees to provide the Services described herein which shall include:

• General. The Service includes portfolio management services offered by dub Advisors primarily through its Platform. Specifically, dub Advisors will trade all or a portion of your Account in the same way as one or more Premium Portfolios that you elect to Dub. You acknowledge that dub Advisors will provide the Services exclusively through its Platform, and therefore you must be willing to receive such Services exclusively through the Platform. dub Advisors will generally provide Client support over the phone and through email for purposes of technical support, but such support is not investment advice and for educational purposes only, provided, that dub Advisors will make a representative sufficiently knowledgeable about your Account and its management reasonably available to the Client for consultation in accordance with Rule 3a-4.
• User Profile and Risk Score. Your User Profile is designed to provide dub Advisors with important information about your investment objectives and risk tolerance. User Profiles are based solely on Client Information and other information provided by you to dub Advisors. DASTA utilizes your User Profile to provide you with access only to Premium Portfolios that fall within your risk tolerance score, developed internally by dub Advisors. Your risk tolerance score can help you determine whether a Premium Portfolio meets your investment objectives as it relates to your overall investment strategy. You may not invest in Premium Portfolios determined by dub Advisors to have a higher risk score than your risk tolerance score. However, you will have the opportunity to update your User Profile at any time, which may update your risk tolerance score. You are solely responsible for notifying dub Advisors of any changes to your financial condition, investment objective or restrictions.
• Transfers. You acknowledge that all accounts are custodied by Apex and dub Advisors has no authority with respect to any assignments, instruments of transfer, orders, or other instruments, but may assist Apex in facilitating any such request.
• Investment Authority. You authorize dub Advisors to manage the portion of your Account that Dubs a Premium Portfolio on a discretionary basis with authority on your behalf to buy, sell, and otherwise effect investment transactions for your Account in accordance with such Premium Portfolio’s holdings. dub Advisors shall manage the portion of your Account that Dubs a Premium Portfolio by issuing trading instructions to dub Financial to cause your Account to purchase and sell securities or other investment products.
• Rebalancing of Premium Portfolios. The securities and the proportions in which they are held in your Account for the portion that is Dubbed to a Premium Portfolio, may be rebalanced in dub Advisors’ discretion in order to accurately and proportionately Dub the securities held in a Premium Portfolio. To the extent you decide to restrict dub Advisors from transacting in certain securities, DASTA cannot guarantee that the portion of your Account that is Dubbed to a Premium Portfolio accurately reflects the securities or proportions of securities held in the Premium Portfolio.
• Order Handling. dub Advisors may, but is not required to, aggregate orders for the sale or purchase of securities for your Account with orders for the same security for other dub Advisors’ Clients, including its employees and their related persons, and for dub Advisors’ own account with dub Financial. In such cases, each Client account will be charged or credited with the average price per unit.
• Dollar-Based Transactions and Fractional Shares. You understand that, subject to applicable requirements, dub Financial and dub Advisors through the Platform may report holdings and transactions in your Account in terms of either U.S. Dollars or shares. Because of dollar-based transactions, you will hold fractional share interests in securities. You understand that fractional share amounts are typically unrecognized and illiquid outside of the Platform and agree that fractional shares might not be marketable outside of the Platform.
• Execution, Clearing, and Custody. Apex shall maintain your Account and custody of the assets credited thereof and perform functions such as executing transactions and crediting of interest and dividends. Transactions placed by dub Financial for dub Advisors on your behalf shall be cleared by Apex. You shall retain ownership of all cash, securities, and other instruments in your Account. Apex will provide transaction confirms, account statements and tax forms via mail/email. These will also be available on the Platform.

Services Not Provided by dub Advisors

The following services are not offered by dub Advisors under this Advisory Agreement but may be available through the dub app, which is operated and maintained by DASTA Inc., the parent company of dub Advisors:

Platform Services: The dub app platform, including but not limited to its look and feel, user interface, market data presentation, copy trading technology, search and discovery tools, user-created portfolios, user bios, summaries of portfolios, commentary, images, or likenesses, is provided and managed exclusively by DASTA Inc. dub Advisors does not monitor, maintain, or provide any of these services.

Peer-to-Peer Copying of User Portfolios: The ability to copy or follow investment strategies created and shared by other individual users of the dub app (“User Portfolios”) is a feature of the platform managed by DASTA Inc. These User Portfolios are not managed, monitored, or supervised by dub Advisors. dub Advisors does not provide any investment advice or fiduciary oversight in connection with User Portfolios, and any activity involving them is entirely self-directed by users through their brokerage accounts with dub Financial, LLC. Users should conduct their own due diligence and understand that investments made in User Portfolios do not involve any advisory services from dub Advisors.

4.         Fee; Expenses.

With respect to any Premium Portfolio made available on the dub app, whether dub Created Premium Portfolios or Premium Creator Portfolios, You agree to pay a flat subscription fee (the “Premium Subscription Fee”) for access to the applicable model strategy.

Each Premium Subscription corresponds to a specific Premium Portfolio Creator and their respective Premium Portfolio(s). The Premium Subscription Fee generally ranges from $25 to $500 per subscription period and is billed either quarterly or annually, in advance, depending on your selected billing frequency.

The Premium Subscription Fee provides You with access to the applicable Premium Creator and their model strategy. The Premium Subscription Fee is not based on the amount of assets allocated to or invested in a Premium Portfolio, and dub Advisors does not charge an asset-based advisory fee on assets allocated to Premium Portfolios.

Fee Modifications; Discounts

From time to time, we may offer discounts, waive fees, or modify pricing structures at our discretion. Any material changes to subscription fees will be communicated to users with a reasonable advance notice.

In the event that a Premium Portfolio becomes unavailable during an active subscription period, whether due to withdrawal, removal, or suspension of a Creator or strategy, dub Advisors may, in its sole discretion, offer you a pro-rata refund for the unused portion of the subscription period. The refund amount shall not exceed the portion of the Premium Subscription Fee corresponding to the remaining days in the subscription period after the Premium Portfolio became unavailable. No refunds or credits will be offered where the Premium Portfolio remains available and accessible to you throughout the subscription period.

Additional Costs and Expenses

In addition to the Premium Subscription Fee, you may be subject to third-party and affiliate-related costs, which are separate from and not included in the Premium Subscription Fee. These may include, but are not limited to:

i. brokerage maintenance fees and clearing fees charged by the Introducing Broker and Third-Party Broker; ii. exchange-traded fund (ETF) fees and expenses as outlined in each fund’s prospectus; iii. regulatory, exchange, or other transactional fees imposed by regulatory bodies, exchanges, or counterparties; and iv. technology fees or other product-related charges imposed by affiliated entities in connection with access to certain platform features, tools, or functionality.

All Premium Subscription Fees, if applicable, will be clearly disclosed in advance of your selecting a Premium Portfolio. You can access detailed fee breakdowns through the dub app in your account settings. If you have any questions about applicable fees, you may contact support@dubadvisors.com for further clarification.

5.         Contributions and Withdrawals. You may contribute additional cash to your Account through the Platform at any time, and you may withdraw cash from your Account at any time. There is no minimum account size to maintain an account with Apex. Client represents and warrants that no funds deposited into your Account are derived from or will be used to promote the conduct of any unlawful activity.

6.         Plaid Linked Account. dub Advisors, through the Platform, offers Clients the ability to link their bank account through a third-party service provider, Plaid, Inc. If you choose to use such service, you are granting dub Advisors, acting as your agent, the right, power, and authority to transmit your personal and financial information reasonably necessary for Plaid to provide these services to you. Specifically, you authorize dub Advisors and Apex to retrieve your bank account, routing number, and account balances. You acknowledge that the information you provide to Plaid is governed by Plaid’s privacy policy (https://plaid.com/#end-user-privacy-policy) and Apex’s privacy policy found here (https://www.Apexclearing.com/privacy-policy/).

7.         Proxies and Corporate Actions.

• You specifically retain the authority to vote proxies and dub Advisors will not have the authority to vote securities on behalf of Client nor take instructions on behalf of Client on any corporate actions (e.g. tender offers). You will receive proxies and other solicitations from Apex through the Platform or to the email address you provide to us. Accordingly, you will not be able to contact dub Advisors with questions about a particular solicitation.
• You are responsible for knowing about voluntary and mandatory reorganizations related to securities held in your Account and dub Advisors is not obligated to notify you of any such reorganizations before they occur.

8.         Filtering Tools/Investment Related Features. The Platform provides certain software related investment tools that provide you with search and sorting functionality. The availability of these features or Client support available on the Platform relating to the functional or operational aspects of these investment tools, does not constitute investment advice, an opinion with respect to the suitability of any results or any resulting transaction, or solicitation of any orders.

9.         Service Interruptions. dub Advisors does not represent or warrant that the Platform will be available and error free at all times. You agree that dub Advisors will not be responsible for temporary interruptions in service due to maintenance, Platform changes, or failures, nor shall dub Advisors be liable for extended interruptions due to failures beyond our control, including but not limited to the failure of interconnecting and operating systems, computer viruses, forces of nature (including pandemics and natural events), labor disputes and armed conflicts.

10.       Conflicts of Interest. dub Advisors and its affiliates, officers, directors, employees, and agents may have interests that could conflict with those of the Client. dub Advisors shall take reasonable steps to identify, prevent, and manage any conflicts of interest that may arise in connection with the provision of its services under this Agreement. In the event a conflict of interest arises, dub Advisors will disclose the nature and extent of the conflict to the Client in writing and take appropriate steps to ensure fair treatment of the Client. dub Advisors hereby discloses that its affiliated broker-dealer receives compensation based on client investments and transactions executed through the affiliated broker-dealer. This arrangement constitutes a directed brokerage relationship, whereby client transactions are directed to the affiliated broker-dealer. This compensation creates a conflict of interest, as it incentivizes the use of the affiliated broker-dealer for execution services. In addition, dub Advisors hereby discloses that it receives subscription revenue pursuant to Section 4, and therefore DASTA Inc., has an incentive to place priority in design and function for those Premium Portfolio. To address this conflict, the dub app clearly delineates our subscription service from other services offered on the dub app.

In addition to the conflicts described above, the Client acknowledges that dub Advisors receives subscription revenue when Clients subscribe to and Copy model portfolios offered through dub’s Creator Program. Certain Premium or Sponsored Portfolios are developed using data licensed from third-party creators (“Creators”), and Subscription Fees paid by Clients for access to these Premium Portfolios are shared between dub Advisors and such Creators. This revenue-sharing arrangement creates a financial incentive for dub Advisors and its affiliates to make Premium Portfolios available through the dub App and may result in the Firm receiving greater compensation when Clients elect to subscribe to or Copy certain Premium Portfolios.

To address this conflict, dub Advisors has senior management direct the presentation, placement, and marketing of Premium Portfolios in a neutral and non-preferential manner. Neither dub Advisors nor its affiliates provide recommendations to any Client regarding the selection of any Creator, Premium Portfolio, or subscription tier. The availability or visibility of any Premium Portfolio on the dub App should not be construed as a recommendation or endorsement by dub Advisors. The Client retains sole discretion to determine whether to subscribe to or Copy any Premium Portfolio.

The Client further acknowledges and agrees that Creators participating in the Creator Program are not investment advisers to the Client, do not provide individualized or personalized investment advice, and do not have discretionary authority over the Client’s account. dub Advisors maintains full discretionary authority over the implementation, rebalancing, and management of Premium Portfolios once elected by the Client.

11.        Electronic Delivery of Documents. By entering into this Advisory Agreement, you consent to receive from dub Advisors all communications including all notices (including those provided in the section of this Advisory Agreement entitled “Notices” below), agreements, financial statements, disclosures, tax forms, and other documents in connection with the Service (collectively, “Contract Notices”) electronically, through email or the Platform and that dub Advisors may send communications to you on the Service or by email to you to the mailing address provided by you. You are responsible for maintaining a valid email address and software and hardware to receive, read and send electronic communications.

12.       Liability; Indemnification.

• dub Advisors will give you the benefit of its best judgment and efforts in rendering these services to you, and it is agreed as an inducement to its undertaking these services that dub Advisors, its affiliates and their respective principals, officers, directors, members, partners, shareholders, service providers, agents and employees (collectively, the “Indemnitees”) shall not be liable hereunder for any expenses, losses, damages, liabilities, demands charges and claims of any kind or nature whatsoever (including without limitation any legal expenses and costs and expenses relation to investigation or defending any demands, charges and claims) (collectively “Losses”); provided, however, that nothing herein shall be deemed to protect or purport to protect an Indemnitee against any liability to you which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance by such Indemnitee of its obligations and duties hereunder; provided, however, nothing herein shall be deemed to constitute a waiver or limitation of any rights which you may have against dub Advisors under any federal or state securities laws, or under any other applicable law, even in circumstances where the undersigned’s actions were taken in good faith. Nothing in this Section 12 shall be deemed to diminish or alter the fiduciary duties owed by dub Advisors to you under the Investment Advisers Act of 1940 or any applicable state law.
• You shall reimburse, indemnify and hold harmless the Indemnitees for, from and against any and all Losses (i) relating to this Agreement or your Account arising out of any inaccuracy in Client Information, due to your failure to update such Client Information in a timely fashion or breach of any representation, warranty, covenant or Agreement set forth in this Agreement or any act or omission or alleged act or omission, in each of the foregoing cases on the part of you or any of your agents; (ii) resulting from following your or your agent’s directions or failing to follow your or their unlawful or unreasonable directions, (iii) resulting from the failure of anyone not controlled by the undersigned to perform any obligations for you; provided, however, that an Indemnitee shall not be indemnified for Losses resulting by reason of his, her or its willful misfeasance, bad faith or gross negligence in the performance by such Indemnitee of its obligations and duties hereunder. Nothing in this Section 12(b) shall be deemed to constitute a waiver or limitation of any rights which you may have under any federal or state securities laws, or under any other applicable law.  In the event that this indemnification obligation shall be deemed to be unenforceable, whether in whole or in part, such unenforceable portion shall be stricken or modified so as to give effect to this section to the fullest extent permitted by law.

13.       Outside Securities Activities. It is recognized that dub Advisors, its affiliates and their respective principals, officers, directors, members, partners, shareholders, agents, and employees may have and continue to have investments in their own names, that the undersigned or any such persons may engage in investment advisory activities for others, and that the undersigned or any such persons may serve as an officer, director, stockholder, or partner of one or more investment funds. It is also recognized that it may not always be possible or in the best interests of the various persons to whom dub Advisors or any of its affiliates or their respective principals, officers, directors, members, partners, shareholders, agents and employees gives investment advice or of which dub Advisors or any of its affiliates and their respective principals, officers, directors, members, partners, shareholders, agents and employees to take or liquidate the same investment positions at the same time.

14.       Confidentiality. All non-discretionary investment advice furnished by dub Advisors to you shall be treated as confidential and shall not be utilized in trading for your other accounts or disclosed to third parties except as required by law. dub Advisors may, however, disclose information to third parties about you, or the transactions you make Dubbing Premium Portfolios, or as otherwise necessary to fulfill our obligations under this Advisory Agreement. Please see our dub Advisors Privacy Policy for further details.

15.       Assignment. The Advisory Agreement shall bind your heirs, assigns, executors, successors, conservators, and administrators. This Advisory Agreement may not be assigned by either party without the written consent of the other party. For purposes of this Section, “assignment” shall have the meaning set forth in Section 202(a)(1) of the Investment Advisers Act of 1940, including any direct or indirect transfer or hypothecation of this Advisory Agreement or any transfer of a controlling block of the outstanding voting securities of dub Advisors or any entity that controls dub Advisors.

16.       Termination.

• dub Advisors may terminate this Advisory Agreement, or close, deactivate, or block access to your Account at any time in its sole discretion. This Advisory Agreement may be terminated by you upon receipt by dub Advisors of your written electronic notice of intent to terminate, which shall mean such action that is provided within the Platform. You shall be responsible for any transaction initiated prior to termination. After termination of your Account, you will remain liable to dub Advisors for payment of any indebtedness or obligation to dub Advisors as provided for pursuant to this Advisory Agreement.
• Upon termination, dub Advisors is expressly authorized by you to instruct Apex, as Custodian, to redeem or otherwise liquidate any shares held in your Account and disburse proceeds to you; provided that all such redemptions, liquidations, and disbursements shall be effected by Apex in its capacity as Custodian. dub Advisors shall not be liable for any Losses caused by the liquidation of securities pursuant to this Section, including but not limited to any tax liabilities.

17.       Change in Representations. If any of your representations cease to be true, you will promptly notify dub Advisors of the facts pertaining to such changed circumstances.

18.       Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK IRRESPECTIVE OF THE PRINCIPAL PLACE OF BUSINESS, RESIDENCE OR DOMICILE OF THE PARTIES AMONG WHOM IT IS MADE.

19.       Complaints. Complaints about your Account may be directed to support@dubapp.com or by mail to 450 Broadway, FL 2, New York, NY 10013.

20.       Notices. All notices shall be in writing and shall be deemed to have been duly given (i) if delivered in person or by courier, on the date it is delivered; (ii) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; and (iii) if sent by facsimile, on generation of confirmation, to the following respective addresses until a different address is specified in writing by one party to the other party.

ACCEPTED AND AGREED: You acknowledge that you have read the preceding terms and conditions of this Agreement, that you understand them and that you hereby manifest your assent to, and your agreement to comply with, those terms and conditions by accepting this Agreement.