ALPHA PRINCIPLE, LLC

Alpha Principle, LLC BROCHURE March 2025 Alpha Principle, LLC 155 Inverness Drive W. Englewood, Colorado 80112 800.303.1553 This brochure (“Brochure”) provides information about the qualifications and business practices of Alpha Principle, LLC. If you have any questions about the contents of this brochure, please contact us at 800.303.1553. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. Registration as an investment adviser does not imply any level of skill or training. You can find more information about us at the SEC's website www.adviserinfo.sec.gov. 3  Item 2– Material Changes This Brochure serves as an annual update to the Disclosure Brochure for SEC registration. Below are the material changes made to this Disclosure Brochure since the last update: • The Flagship Fund has been closed and paid out as of December 31, 2024. You will receive a summary of any material changes to this brochure within 120 days of the close of our fiscal year. Furthermore, we will provide you with other interim disclosures about material changes as necessary. We will provide you with a new Brochure if requested based on changes or new information, at any time, without charge. Request a complete copy of our Firm Brochure and/ or Supplemental Brochure by contacting Brian Folkerts Jared Calvert at (720) 881- 9582 or at compliance@alphaprinciple.com. 4  Item 3– Table of Contents Item 2 – Material Changes ............................................................................................................ 4 Item 3 – Table of Contents ............................................................................................................ 5 Item 4 – Advisory Business ........................................................................................................... 6 Item 5 – Fees and Compensation ............................................................................................... 10 Item 6 – Performance- Based Fees and Side- By- Side Management ....................................... 12 Item 7 – Types of Clients ............................................................................................................. 13 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ................................... 13 Item 9 – Disciplinary Information ................................................................................................ 18 Item 10 – Other Financial Industry Activities and Affiliations .................................................... 19 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ....................................................................................................................................................... 19 Item 12 – Brokerage Practices .................................................................................................... 20 Item 13 – Review of Accounts .................................................................................................... 22 Item 14 – Client Referrals and Other Compensation ................................................................. 23 Item 15 – Custody ........................................................................................................................ 24 Item 16 – Investment Discretion ................................................................................................ 25 Item 17 – Voting Client Securities ............................................................................................... 25 Item 18 – Financial Information .................................................................................................. 26 5  Item 4 – Advisory Business The Company Alpha Principle, LLC (“we,” “us” or “Alpha”) is a registered investment adviser with the Securities and Exchange Commission. Registration as an investment adviser does not imply a certain level of skill or training. Alpha began operations by its founder and Chief Executive Officer, Eric Koeplin. Alpha is entirely owned by Eric Koeplin, and it is headquartered in Englewood, Colorado. Advisory Services Our Investment Philosophy Our investment philosophy is grounded in a disciplined approach to allocating assets. We believe in broad- based diversification across asset classes with a focus on asset class selection, rebalancing, tax efficiency and reducing investment expenses. Our research- intensive investment process focuses primarily on corporate fundamentals and investment factors such as macroeconomic, microeconomic and investment style factors. When we build portfolios for clients, we look to create a balance, considering the client’s financial condition, investment objectives, and risk tolerance. In providing our services, we use proprietary strategic and tactical asset allocation investment processes to help guide investment decisions in various financial market conditions, and we use a wide range of different securities to construct client portfolios. Market volatility can sometimes change asset values. When this happens, the values of assets may become somewhat inconsistent with desired asset allocation objectives. If we think it is appropriate, we will rebalance a portfolio to match the account’s allocation objectives. Our investment strategies are more fully described below in Item 8. Our Services We offer the following services: investment management services for individual and entity clients • 6  financial planning for individual clients • • estate planning services Investment Management Services for Individuals We offer investment management services to a private fund, individuals , and high net worth individuals. We provide these services through a separately managed account (“SMA”) established by each client that is held by an independent custodian firm. These services are for clients seeking a personalized approach to implementing an individually customized strategy designed to meet their investment goals and objectives through portfolio monitoring and regular reporting. We use a variety of investments to construct and maintain an investment portfolio, taking into consideration the client’s financial situation, investment objectives, time horizon, and risk tolerance. The specific investments and risk management strategies employed may be consistent across clients that share similar suitability (i.e., financial condition, investment objectives and risk tolerance) or customized to meet a particular set of client needs and/ or preferences. All our SMA clients may, with our approval, impose reasonable restrictions on investing in certain securities, types of securities, industries, or sectors. Such clients must advise us of any such desired restrictions in writing. Alpha offers their investment management services on a fully discretionary basis but reserves the right to offer services on a non- discretionary basis at our discretion. Use of Subadvisors When Alpha believes that a manager has an advantage in a marketplace that includes the ability to trade certain securities (e.g., equites or fixed income), Alpha suggests and uses subadvisors (“Subadvisors”) in accordance with the investment objectives of its individual clients. Where appropriate, Alpha allocates client assets to certain Subadvis ors to actively manage those assets. The specific terms and conditions, including payment of separately managed fees under which Alpha engages a Subadvisor are set forth in a separate written agreement between the designated Subadvisor and Alpha. 7  When employed, Alpha evaluates various information about the Subadvisors it chooses to manage client portfolios, which include, as appropriate, the Subadvisor’s public disclosure documents, materials supplied by the Subadvisors themselves and other third- party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Subadvisor’s investment strategies, past performance, and risk results in relation to its clients’ individual portfolio allocations and risk exposure. Alpha also takes into consideration each Subadvisor’s management style, returns, reputation, financial strength, reporting, pricing, and research capabilities, among other factors. Alpha continues to provide services relative to the discretionary selection of the Subadvisors. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Subadvisors. Alpha seeks to ensure the Subadvisor’s strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. See Item 8 below for more information about the methods of analysis and investment strategies we use in managing the accounts for SMA clients. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/ or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts of interests, so we operate under a fiduciary rule that requires us to act in your best interest and not put our interest ahead of yours. Under this fiduciary rule’s provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest and how we mitigate them. 8  Financial Planning & Estate Planning Our comprehensive financial planning services provide clients with holistic advice in a variety of disciplines including, but not limited to, budgeting, debt management, general business, tax, estate planning, retirement planning, college savings, insurance, and new family planning. Our financial planning services are tailored to meet your needs, and we seek to develop and nurture a relationship with you that extends beyond the conventional advisor- client dynamic. Generally, we first gather information about your personal financial situation and conduct a meeting with you to clarify your personal financial information and determine your specific needs, objectives, goals, and tolerance for risk. We then analyze your current financial situation (and, if appropriate, potential future financial situations), and present a summary of the significant observations, assumptions, and recommendations in each area for which we are engaged to provide advice. Alpha provides estate planning opportunities for our clients by contracting with third- party service providers. Alpha partners with Snug and Griffin Bridgers to provide these opportunities. Our partnership with Snug allows us to provide estate documents, review tools, and organization to our clients. Griffin Bridgers is used for more complex estate reviews and planning. If a client chooses to opt into these services, there may be additional fees charged to the client. Please see Item 5 below for additional information on fees. Alternatives/ Private Equity Alpha provides Alternative and Private Equity opportunities for clients who are interested in diversifying with these securities. Alpha will conduct due diligence on all investments before presenting the opportunity to clients or contract with a sub advisor who evaluates private investments and alternative strategies. Supervised persons of Alpha are not prohibited from investing in Alternative and Private Equity opportunities. Alpha will make a full disclosure to clients if any supervised person has invested in an Alternative or Private Equity opportunity. Some Assets invested into Alternative or Private Equity may not be considered under management. Alpha will disclose in writing whether or not assets will be considered under management prior to an investment being made by the client. 9  Assets Under Management As of December 31, 2024 , we had $107,643,962 in discretionary assets under management and $145,704,510 in non- discretionary assets under management. This gives us a total of $253,348,472 total assets under management. Item 5 – Fees and Compensation SMA Clients Amount of Our Fees We generally calculate our fees as a percentage of the assets we manage for you. Our maximum annual fee is 1.0% of the value of your account. On occasion, we offer our advisory services to SMA clients for a fixed fee. Our SMA fees are generally paid in advance. Typically, we determine our SMA fee for a given quarter based on the market value of your account on the last business day of the preceding quarter. If an advisory agreement with us begins during a quarter, we will prorate the fee for the initial partial quarter, based on the number of days from the beginning of the agreement until the end of the initial quarter. We reserve the right to negotiate fees. Some clients pay more or less than others depending on certain factors, including the type and size of the account, our fee schedule in effect at the time the client engaged us, the range of additional services provided to the client, anticipated future additional assets, and the total amount of assets managed for a group of related clients. Your fee is specified in your agreement with us. We may group related accounts together to allow clients to determine our fee. We sometimes also offer fee discounts to family members and friends of our firm’s associated persons. Termination of Services Our advisory agreement may be terminated within five business days after signing by both parties and thereafter on 30 days’ written notice by either party. If the advisory agreement is terminated within five business days after signing by both parties, Alpha will fully refund all prepaid fees. If the agreement with us terminates during a quarter, we will refund a 10  pro rata portion of the fee paid for that quarter, based on the number of days between the end of the 30- day notice period and the end of the quarter. Other than at the beginning and termination of a client relationship, we do not adjust quarterly fees due to assets added or withdrawn during a quarter. Other Expenses If you have mutual funds or ETFs in your portfolio, you will incur fees in addition to our fees. For example, you may incur a commission or transaction fee when the mutual fund or ETF is purchased, and you will incur an internal management fee payable to the manager of the fund, neither of which is shared with us. If a fund also imposes sales charges, you may pay an initial or deferred charge. These fees and expenses are described in each fund's prospectus. When considering an investment in a mutual fund or ETF, we use a no- load, open- end fund when appropriate. We evaluate the relative annual costs as a part of our decision process. You could invest in a mutual fund or ETF directly, without our services. In that case, you would not receive the services we provide, which are designed in part to help you determine which, if any, mutual funds and ETFs are best suited to your financial condition and objectives. You should review the fees charged by the mutual fund and/ or ETFs and our fees to fully understand the total amount of fees you will pay and to evaluate the advisory services we provide. For investment other than mutual funds or ETFs, in addition to the advisory fees paid to Alpha, clients bear certain charges that are imposed by other third parties, such as broker- dealers, custodians, trust companies, banks and other financial institutions. These additional charges include securities brokerage commissions, transaction fees, custodial fees, fees charged by the Subadvisors, margin costs for accommodating a client’s transient need for cash, reporting charges, odd- lot differentials, transfer taxes, wire transfer and electronic fund fees and other fees and taxes on brokerage accounts and securities transactions. When we use a Subadvisor there is a management fee charged by the Subadvisor that you pay in addition to the management fee charged by Alpha. Subadvisor fees do not exceed 0.5% per year. That means that if you have an account with Alpha with $10 million of assets 11  under management, you could pay up to $100,000 to Alpha and a maximum of $50,000 to Subadvisor(s) on an annual basis. All clients will be responsible for brokerage and other transaction costs, as discussed below in Item 12. Financial Planning For our financial planning services, we charge a flat fee ranging from $5,000 to $30,000O. Our fee will be specified in our agreement with you and will be payable on such terms and with such frequency as we mutually agree. We do not deduct fees from client assets for financial planning services. Estate Planning Alpha Principle has partnered with Snug and Griffin Bridgers to provide estate planning opportunities for our clients. For any clients using estate documents, tools, etc. through Snug, there will not normally be an additional fee charged, though Alpha reserves the right to charge an additional fee, at our sole discretion, depending on the amount of work necessary. In these instances, the fee will be specified in our agreement with you and will be payable on such terms and with such frequency as we mutually agree. Any client using the services of Griffin Bridgers will be charged an additional fee for their services. This fee will be specified to the client. Any fees collect for these services will be split evenly between Griffin Bridgers and us. No Compensation from Sales of Securities Alpha and its employees do not accept compensation for the sale of securities or other investment products, including asset- based sales charges or service fees from the sale of mutual funds. Item 6 – Performance- Based Fees and Side- By- Side Management SMA and Financial Planning Clients Alpha and its employees do not accept performance- based fees in connection with discretionary management investment services for individuals or its financial planning services. 12  Item 7– Types of Clients Discretionary Investment Management Services for Individuals and Financial Planning We provide discretionary management services to a private fund, individuals, and high net worth individuals, as well as financial planning services. While we do not impose minimum account size or net worth requirements for these services, our target discretionary management or financial planning client has a net worth of $5 million or more. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Associated Risks We use the following methods of analysis in formulating our investment advice and/ or managing client assets: • Fundamental Analysis. Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/ or the analysis of management or competitive advantages. Such analysis is also applied to the analysis of asset classes. • Charting Analysis. Charting analysis involves the use of patterns in performance charts. Our firm uses this technique to search for patterns used to help predict favorable conditions for buying and/ or selling a security. • Technical Analysis. Technical analysis involves the analysis of past market data, primarily price and volume. Our judgment about the attractiveness, value and potential appreciation of a particular asset class or individual security may be incorrect, and there is no guarantee that the securities we select will perform as anticipated. The value of an individual security can be more volatile than the market as a whole, or our intrinsic value approach may fail to produce the intended results. Our estimate of a security’s intrinsic value may be wrong or, even if our estimate of 13  intrinsic value is correct, it may take a long time before the price and intrinsic value converge. As a result, there is a risk of loss of the assets we manage that is out of our control. We seek to reduce your risk through diversification. Although we will do our best in managing your assets, we cannot guarantee any level of performance or that you will not experience a loss in your assets. Additionally, in performing our analysis, we may use commercially available information services and financial publications, research materials prepared by various broker- dealers and other research developed by other third- party providers. Our methods rely on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, and other publicly available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information. Investment Strategies We Use SMA Clients We use a research- intensive process that focuses on corporate fundamentals and financial factors. Factors we consider include, for example, the overall economy, industry conditions and the financial condition and management of the proposed issuer. We review our top prospective investments and begin to construct a portfolio for the client. We use a broad range of investment types to build client portfolios, including, but not limited to, ETFs, open- end mutual funds, private investment funds, money market funds, stocks, bonds, as well as long put and call options. In building portfolios, we emphasize diversification and seek to create a balance for clients, taking into account the financial condition, investment objectives, and risk tolerance of the client. We seek to construct long- term investment portfolios with holdings that, under normal circumstances, are not correlated to each other. Once the portfolio is created, we assess the relative risks to portfolio downside, ranging from a broad equity market correction to the risk around individual investment securities. This assessment may cause us to take measures such as rebalancing or make other changes to the 14  portfolio to mitigate those risks. Further, there may be times that we choose to reduce exposure to the markets for clients and maintain a cash balance. Investment Risks Risks Associated with Our Strategies - General All investments in securities include a risk of lost principal (invested amount) and any profits that have not been realized. You should be prepared to bear the risk that financial asset prices may fluctuate substantially over time. In addition, as recent global and domestic economic events have shown, the performance of any investment is not guaranteed. Our advisory agreement states that we are not liable for any act or failure to act by any custodian, broker, or other financial intermediary. Nevertheless, state and federal securities laws impose liability on advisers who act in good faith; therefore, nothing contained in our agreement with you constitutes a waiver by you of any of rights you may have under federal and state securities laws. If there is a discrepancy between the information in this brochure and a client’s agreement with us, the client agreement will control. Risks Associated with Our Primary Client Investments The primary investments we use to build client portfolios may subject clients to the following risks: • Market Risk: The price of any security may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic or social conditions may trigger adverse market events. Issuer Risk: No investment manager can guarantee that investments will perform as • anticipated, since unforeseen events ranging from earnings surprises to acquisitions to corporate fraud can impact the price of a security in a way that the manager did not anticipate. 15  • Derivatives Risk. The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include (i) the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations; (ii) risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate, or index. Derivative prices are highly volatile and may fluctuate substantially during a short period of time. We will help facilitate the purchase of derivatives however utilizing these instruments is not part of our investment strategies. • Financing Risk: Many businesses employ leverage, through the use of debt instruments, as a way to finance growth. Debt securities mature and when they do, the borrower will require capital in order to fund the maturing obligation. Should capital prove unavailable, the ability to fund maturing obligations could lead to issues for the borrower that creates instability in the public securities of the borrower. • Large-Cap Company Risk. Returns from large- cap stocks may trail returns from the overall stock market. Large- cap stocks tend to go through cycles of doing better, or worse, than the stock market in general. Large- cap companies can experience volatilities when they reduce or eliminate dividends. • Small- and Mid-Cap Company Risks – Investments in small and mid- cap companies may be riskier than investments in larger, more established companies. The securities of these companies may trade less frequently and in smaller volumes than securities of larger companies. In addition, small- and mid- cap companies may be more vulnerable to economic, market and industry changes. Because smaller companies may have limited product lines, markets or financial resources, or may depend on a few key employees, they may be more susceptible to particular economic events or competitive factors than larger- capitalization companies. • Foreign Securities and Emerging Market Risks – Foreign securities face risks due to political, social and economic developments abroad, as well as due to differences between U.S. and foreign currency and regulatory practices. These risks are greater in emerging markets. 16  Interest Rate Risk: Fluctuations in prevailing interest rates may cause the price of • investments to fluctuate as well. Historically, rising interest rates have had an adverse impact on the price of existing bonds and stocks. Conversely, falling interest rates have typically had a positive impact on the price of existing bonds and stocks. • Put and Call Options Risk: As a seller (writer) of a put option, clients will tend to lose money if the value of the reference index or security falls below the strike price. As the seller (writer) of a call option, clients will tend to lose money if the value of the reference index or security rises above the strike price. As the buyer of a put or call option, clients risk losing the entire premium invested in the option if the adviser does not exercise the option. • Underlying Fund Risk: Other investment companies including ETFs (“Underlying Funds”) in which a client invests are subject to internal advisory and other expenses, which will be indirectly paid by the client. Each Underlying Fund is subject to specific risks, depending on the nature of the fund. Additional risks of investing in ETFs include: o ETF Tracking Risk: ETFs may not be able to replicate exactly the performance of the indices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities. o Net Asset Value and Market Price Risk: The market value of ETF shares may differ from their net asset value. This difference in price may be due to the fact that the supply and demand in the market for fund shares at any point in time is not always identical to the supply and demand in the market for the underlying basket of securities. Accordingly, there may be times when shares trade at a premium or discount to net asset value and an ETF purchased at a premium may ultimately be sold at a discount. 17  • ETN Risk: Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that comprise the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed income risk. • Fixed Income Risk: There is a risk that issuers of fixed income securities and counterparties will not make interest and/ or principal payments on the securities they issue or that their payments will not be made when due. In addition, the credit quality of securities may be lowered if an issuer's financial condition changes. Lower credit quality may lead to greater volatility in the price of a security, and that may affect liquidity and our ability to sell the security. • Call Risk: There is a risk that falling interest rates will cause an issuer of fixed income securities to redeem (call) its high- yielding fixed income securities before their maturity date. • Prepayment Risk. There is a risk that prepayments on a fixed income security may increase if interest rates decline. Any reinvestment of prepayment proceeds at lower rates could adversely affect return. • Reinvestment Risk: The risk that future proceeds from investments, such as dividends and interest paid, may have to be reinvested at a potentially lower rate of return always exists. Item 9 – Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of us or the integrity of our management. Alpha has no legal or disciplinary events to report. 18  Item 10 – Other Financial Industry Activities and Affiliations We are obligated to disclose if we, any of our “supervised persons” (meaning our employees and independent contractors), or any of our affiliates are involved in other financial industry activities, such as those of a broker- dealer, commodity pool operator or a futures commission merchant. We are also obligated to disclose if we receive compensation from other advisers for recommending or selecting those advisers for you. We do not have any other financial industry activities or affiliations to report to you. Furthermore, we do not receive compensation from other advisers for recommending or selecting them. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics We expect our supervised persons to always act in the best interest of our clients, and to place the interests of our clients ahead of their own. We have adopted a Code of Ethics (the “Code”) that sets forth the standard of business conduct expected from each member of our team. The Code restricts trading in any security for which we believe we may be privy to material non- public information. It also restricts personal trading activities to prevent any conflict of interest between personal trading and client trading. The Code limits gifts and entertainment, whether received or given, to avoid conflicts of interests. The Code causes all outside business activities of our team members to be disclosed so that potential conflicts can be detected and addressed. Finally, it limits the political contributions of our managers and employees to prevent any conflicts in that area as well. All our managers and employees must accept in writing the terms of the Code upon employment, annually, and as amended. We will provide a copy of the Code to any client or prospective client upon request by contacting the firm’s Chief Compliance Officer via e- mail at compliance@alphaprinciple.com the telephone number or the address specified on the cover page of this brochure. 19  Participation or Interest in Client Transactions and Personal Trading Alpha does not buy or sell securities for its own account. Our supervised persons may buy or sell shares of an ETF or other registered investment company currently held by a client or at the same time such shares are purchased or sold for a client. With respect to other securities, supervised persons may buy or sell the same securities or related securities (such as options) currently held by a client or at the same time such securities are purchased or sold for a client. However, our supervised persons must get our preapproval before every proposed personal trade and certify that they are not in the possession of material nonpublic information related to the trade. To address any conflicts of interest from this practice, our supervised persons may not trade in a manner that would front run or otherwise be adverse or detrimental to client trades. Item 12 – Brokerage Practices Broker Selection Our management discretion generally includes the selection of the security, the amount to be purchased or sold, and the broker to be used. We select brokers for our clients based on the broker’s overall assistance in effecting the transaction. We consider many factors, including: financial condition • • commission rates level of trading expertise and capability • infrastructure • responsiveness • 20  • quality of services offered (including both (i) client facing features like account services and reporting and (ii) adviser facing services like trading technology) the cost to trade away from a directed broker or custodian (when accounts custodied at • a particular broker- dealer incur additional costs and/ or risks if traded away) We do not consider, in selecting brokers, whether we or an affiliate receives client referrals from a broker or third party. Commission rates paid may be higher than the lowest commission rate available. Custodians generally charge a minimum fee for each transaction in a client account. Because of this minimum fee, it may not be economically feasible to select any broker other than a client’s custodian for the client’s transactions. When practicable, we trade fixed income securities through a bidding process that considers similar factors, as they apply, in brokers we use to facilitate trades in those securities. Directed Brokerage While we acknowledge that, for the reasons above, the recommendation of a custodian may influence where we determine to execute client trades, we do not otherwise routinely recommend, request, or require a client to direct us to execute transactions through a specific broker dealer. We may, in our sole discretion, permit an SMA client to direct brokerage. There may be some consequences to a client directing brokerage, including: • We may not be able to negotiate commissions or achieve our obligation of best execution with respect to the transaction. Either of those consequences could result in increased costs to you. • You could pay higher commissions or receive less favorable execution than our other clients. • You may not be able to participate in an allocation of shares of a new issue if those new issue shares are provided by another broker. Research and Additional Benefits 21  We do not enter into agreements to receive research or other products or services in connection with executing client transactions with broker- dealers (often called “soft dollar” benefits). However, certain brokers through which we execute trades may provide unsolicited proprietary research (research the broker creates) to us. This research is used for all client accounts, even though only certain clients may have paid commissions to the brokers who provided the research. This research could include a wide variety of reports, charts, publications or proprietary data on economic and political strategy, credit analysis, or stock and bond market conditions and projections. The use of soft dollar benefits creates a conflict of interest because a client’s brokerage commissions pay for products and services that do not exclusively benefit such client but benefit Alpha or other clients of Alpha. Receipt of soft dollar benefits creates a conflict of interest because it gives Alpha an incentive to recommend the s election of a broker or custodian over another to perform services for clients. When we recommend brokers or custodians, we base it on our belief that it is in the best interest of our clients in light of the reasonableness of fees charged for the services provided. Trade Aggregation Alpha reserves the right to aggregate (or block) orders for the same securities for multiple client accounts if desired. Because we consider the needs of each portfolio and client situation separately, we generally place trades on a client- by- client basis. As a result, even though we seek best execution in every trade, some accounts may receive more or less favorable execution than others for trades in the same security. Trade Errors If we are at fault for a trade error, the client will retain any profit when the trade is reversed. If we are at fault for a trade error and it is at a loss, we will reimburse or make clients whole for any losses. Where a third party’s negligence causes the client’s loss, we will seek to recover the amount from the third party, although we are not responsible for ensuring that third parties compensate clients. Item 13 – Review of Accounts SMA Clients 22  An assigned member of our team will review market conditions and account positions periodically; and we use software to assist us to ensure that client accounts are invested consistently with stated objectives. Certain circumstances, such as a significant market or life event, may trigger us to review account holdings more promptly. We also review accounts after each trade to help ensure that execution and settlement are satisfactory. Our SMA clients are provided account summary statements directly from the broker- dealer or custodian for the client accounts on an at least quarterly basis. While we do not provide regular written reports to clients, we may communicate with individual clients occasionally or periodically send out an investment newsletter or other general communication. However, clients will have access to current information regarding their accounts through an online portal we provide. Financial Planning Clients Once financial plans are delivered a client can determine whether any changes should be made based on the client’s objectives, financial situation, and other factors. Our financial planning clients receive reports, analysis, and recommendations in writing as specified in the client’s agreement with Alpha. Item 14– Client Referrals and Other Compensation Benefits from Custodians We receive no compensation for suggesting a particular broker or bank as your custodian. However, certain custodians provide products and services that benefit us and our client accounts. Some of these other products and services assist us in managing and administering client accounts. These include software and other technology that: • provide access to client account data (such as trade confirmations and account statements) facilitate trade execution • • provide research, pricing information and other market data 23  • assist with back- office support, recordkeeping and client reporting Many of these services may be used to service all or a substantial number of our accounts, including accounts not maintained with that particular custodian. These products and services benefit us by allowing us to service our clients more quickly and accurately. Our clients do not pay more for investment transactions effected or assets maintained at a custodian due to our receipt of such services. There is no corresponding commitment made by us any entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities, or other investment products. However, our recommendation that clients maintain their accounts with these custodians may be based in part on the benefit to us of these products and services, and not solely on the nature, cost or quality of custody or brokerage services these entities provide. Although this creates a conflict of interest, we believe these products and services are in the best interests of our clients. Compensation for Client Referrals We compensate our supervised persons for business development and for bringing new clients on board. Referral compensation provided by Alpha, however, will not increase costs for Alpha ’s clients. From time to time, we offer free advisory services for a certain period for existing clients who refer new clients to us. When the referred client signs up and begins trading, both the existing client and referred client receive fee waivers for our advisory services for the same period of time. Prospective clients that are referred by existing clients should be aware that the referring client will receive an economic benefit for making the referral. The free advisory services awarded do not increase the fees or costs for the referring or referred client and will not increase costs for Alpha’s other clients. Item 15 – Custody SMA Clients We do not provide custodial services to our SMA clients. SMA clients directly engage registered broker- dealers, banks, or other qualified custodians to maintain custody of their funds and securities. 24  Our SMA clients expressly authorize us to instruct their custodians to periodically deduct the agreed investment advisory fees directly from their accounts and to pay those fees to us. By virtue of having been granted the authority to directly debit our investment management fees from SMA clients’ accounts, Alpha is deemed to have constructive custody of SMA clients’ assets. SMA clients should receive statements directly from their registered broker- dealer, bank, or other qualified custodian that holds and maintains their investment assets at least quarterly. We urge such clients to carefully review the custodial statements and compare them to any communication received from us. . The information in our communications may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. Alpha seeks to confirm annually with its SMA clients’ custodians that SMA clients are receiving custodial statements directly from their custodians. Item 16 – Investment Discretion We exercise discretionary authority to manage securities accounts on behalf of SMA clients. Alpha reserves the right to offer investment management services on a non- discretionary basis at our discretion. Our agreements with such clients give us the full discretionary power to purchase, sell and exchange securities and other instruments, and reinvest all proceeds. For SMA clients we also have discretion over the hiring and firing of Subadvisors . We do not exercise discretionary authority in connection with the financial planning services we provide. Item 17– Voting Client Securities SMA Clients We do not have any authority to and do not vote proxies on behalf of SMA clients. SMA clients or Subadvisors, retain the responsibility for receiving and voting proxies for any and all 25  securities maintained in client portfolios. Such clients or Subadvisors will receive proxies or other solicitations directly from their custodian. Item 18 – Financial Information We must disclose any financial condition that could impair our ability to meet our contractual obligations to you. We must also disclose if we have been the subject of any bankruptcy proceeding within the last 10 years. We have no such financial condition to disclose to you, and we have never been the subject of any bankruptcy proceeding. 26