DGS CAPITAL MANAGEMENT

Part 2A of Form ADV Firm Brochure Date of Brochure: 03/26/2026 DGS CAPITAL MANAGEMENT, LLC Office Address: 101 Hudson Street, 21st Floor, Jersey City, NJ 07302 Telephone: +1-646-992-4370 Web: www.dgs.capital This brochure provides information about the qualifications and business practices of DGS Capital Management, LLC ("DGS," "we," "the Firm," or "the Company "). If you have any questions about the contents of this brochure, please get in touch with us at info@dgs.capital or at www.dgs.capital. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or any state securities authority. Additional information about the Adviser is available on the SEC's website at www.adviserinfo.sec.gov. Registration with the U.S. Securities and Exchange Commission or state authorities does not imply a certain level of skill or training, and no inference should be made to the contrary.  Form ADV Part 2A ITEM 1: COVER PAGE Please refer to the previous page. ITEM 2: MATERIAL CHANGES None. Future Changes: From time to time, we may amend this Disclosure Brochure to reflect changes in business practices and regulations, and to make routine annual updates as required by the securities regulators. We will provide each client with the complete Disclosure Brochure annually. You may also request a copy of the Disclosure Brochure at any time by emailing us at info@dgs.capital. Page 2 of 13  Form ADV Part 2A ITEM 3: TABLE OF CONTENTS ITEM 1: Cover Page.................................................................................................................................................................................. 2 ITEM 2: Material Changes ...................................................................................................................................................................... 2 ITEM 3: Table of Contents ...................................................................................................................................................................... 3 ITEM 4: Advisory Business ..................................................................................................................................................................... 4 ITEM 5: Fees and Compensation .......................................................................................................................................................... 5 ITEM 6: Performance-Based Fees and Side-By-Side Management ............................................................................................... 7 ITEM 7: Types of Clients ......................................................................................................................................................................... 5 ITEM 8: Methods of Analysis, Investment Strategies, and Risk of Loss ........................................................................................ 6 ITEM 9: Disciplinary Information ........................................................................................................................................................... 9 ITEM 10: Other Financial Industry Activities and Affiliations ........................................................................................................... 9 ITEM 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........................................... 10 ITEM 12: Brokerage Practices ............................................................................................................................................................. 11 ITEM 13: Review of Accounts .............................................................................................................................................................. 12 ITEM 14: Client Referrals and Other Compensation ........................................................................................................................ 12 ITEM 15: Custody ................................................................................................................................................................................... 12 ITEM 16: Investment Discretion .......................................................................................................................................................... 13 ITEM 17: Voting Client Securities ........................................................................................................................................................ 13 ITEM 18: Financial Information ........................................................................................................................................................... 13 Page 3 of 13  Form ADV Part 2A ITEM 4: ADVISORY BUSINESS ABOUT DGS CAPITAL MANAGEMENT, LLC DGS Capital offers discretionary separately managed account (SMA) management to individuals and institutions through intermediaries, including wealth managers, Registered Investment Advisors (RIAs), and multi-family offices. DGS Capital was founded in 2016 by Ashish Sharma, who is its sole owner. The firm's equity SMAs offerings specialize in tax-efficient, systematic investing. TYPE OF ADVISORY SERVICES Separately Managed Accounts (SMAs) DGS provides discretionary management of separately managed accounts primarily to clients of wealth managers, RIAs, and multi-family offices. Most clients access DGS’s strategies through registered investment advisors (RIAs) that have engaged DGS as a sub-advisor to manage investment accounts. The investment strategies offered by DGS provide three primary benefits relative to mutual funds and ETFs: improved after-tax returns, a systematic approach to generating excess returns, and client-specific customizations. The strategies managed by DGS aim to either track the returns of a broad market-based index (the benchmark index) or outperform the relevant benchmark on a risk-adjusted basis, utilizing quantitative investment models. In addition to the preconfigured set of strategies that DGS offers, clients can tailor strategies to meet their needs and requirements. These customizations may include restrictions against certain companies, the elimination of or adjustments to specific industries, sectors, or countries, or the inclusion of specific fundamental characteristics. Each strategy has its own expected risk and return characteristics relative to broader market indices, and clients may select investment strategies that align with their requirements and objectives. DGS helps intermediaries and their clients select the investment strategy that would best serve their specific needs. Once the Client has chosen the investment strategy and target asset class, DGS is responsible for implementing and managing the strategy. Clients are free to change their strategy at any time by contacting DGS in writing and should also notify DGS of any changes to their investment objectives, goals, or constraints. DGS's Equity SMA strategies form the core of its service offering. Please refer to Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss for more information regarding these strategies. Advisory Agreements Written and signed advisory agreements govern the terms and conditions of the relationship between DGS and the Client accounts that DGS manages. DGS uses two types of agreements: Sub-Advisory Agreements and individual Investment Advisor Agreements. RIAs and wealth managers ("Intermediaries") acting as the primary advisor on a client account, enter into a master Sub- Advisory agreement with DGS when DGS is selected to manage portfolios for the Intermediaries' clients as a sub- advisor. The Intermediaries are responsible for providing the Client with DGS's ADV and the master Sub-Advisory Agreement before the Client signs the LPOA forms that grant DGS trading authority to manage the account on a sub- advisory basis. Client accounts that are not managed on a sub-advisory basis enter into an individual Investment Advisory Agreement with DGS. As of March 25th, 2026, the firm has regulatory assets under management of $1,055,504,439. Page 4 of 13  Form ADV Part 2A ITEM 5: FEES AND COMPENSATION Separately Managed Account Fees For its SMA clients, DGS is compensated through an annual fee charged as a percentage of assets under management. The applicable fee depends on factors such as account size, strategy design, level of customization, implementation complexity, tax-management features, servicing requirements, and the overall client relationship. DGS charges higher fees for more complex investment mandates, such as long/short accounts and multi-account implementations. The fees for any SMA are outlined in the master sub-advisory agreement for accounts assigned by wealth managers (RIAs) or by the individual investment advisory agreement for clients that work directly with DGS. Fees are negotiable at DGS's sole discretion, and DGS may offer fee structures to new clients that differ from those of existing clients using similar services. Billing of Advisory Fees Fees are typically billed quarterly in arrears, based on the total account value as of the end of the prior quarter. They are deducted directly from each Client's account by their custodian and paid to DGS. Clients provide DGS with consent to deduct fees as outlined in the written agreement they enter into with DGS. The Client also consents to the custodian by submitting a limited power of attorney, which typically assigns DGS Capital with discretionary trading authority and the authority to debit fees by submitting invoices directly to the custodian. Clients' custodians deliver account statements periodically (at least quarterly) directly to the clients. The statements include all transactions in the account during the period covered, including any fees deducted and paid to DGS. Clients are encouraged to review their account statements for accuracy and compare them to any reports received from DGS. In the event of any discrepancies, clients should rely on the information in their custodian's account statement. Other Fees The fees described above are specific to DGS's services. Clients may be responsible for any additional fees and expenses charged by third parties such as custodians and brokers, including, but not limited to, any commissions resulting from transactions placed in the Client's account(s), interest on margin accounts, or borrowing charges on securities sold short. For additional information, please refer to the "Brokerage Practices" section (Item 12) of this Form ADV. All fees paid to DGS for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and ETFs held in client accounts. ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT DGS does not charge performance-based fees. As a result, DGS does not engage in side-by-side management of accounts charged a performance-based fee alongside those with a different fee structure. As described in Item 5, our fees are based on assets under management. While accounts may be managed with the same investment style and target index, the underlying holdings will typically differ for a variety of reasons, including, but not limited to, implementation timing, account size, legacy holdings, or client-specific restrictions. ITEM 7: TYPES OF CLIENTS Types of Clients • Registered Investment Advisors (RIAs) Page 5 of 13  Form ADV Part 2A • Individuals, High-Net-Worth Individuals, and Trusts DGS typically works with individuals and institutions through RIAs. RIAs typically manage a diverse range of client accounts, including, but not limited to, individuals, high-net-worth individuals, estates, trusts, charitable organizations (such as family trusts, endowments, and foundations), retirement plans (such as pension and profit-sharing plans), corporations, limited liability companies, and other institutional accounts. Though not listed directly under our list of clients, DGS can manage any of these client account types on a sub-advisory basis. Conditions for Managing Accounts DGS has specific minimum account size requirements for account management. These minimum account requirements are based on the type of relationship (direct or indirect). They may be lowered at DGS’s sole discretion, provided that regulatory-mandated minimums are met. The Client must agree to place assets in the custody of a qualified custodian with whom DGS has an existing relationship or with whom DGS agrees to establish a new custodial relationship. The Client must grant DGS the authority to manage their account by providing the custodian with a Limited Power of Attorney ("LPOA"). The LPOA grants DGS discretionary trading authority, enabling the firm to implement and manage the account in accordance with the agreed-upon investment strategy. ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS Method of Analysis DGS provides discretionary asset management using quantitative investment strategies. Quantitative investment analysis involves studying large amounts of data using models to determine the relative attractiveness of securities. DGS utilizes traditional fundamental metrics, including valuation and profitability, as well as technical indicators, such as momentum. Determining and calculating these various factors, along with the portfolio construction process, optimization methodology, account review process, and trading procedures, form the foundation of DGS's investment process. DGS does not use traditional sell-side research reports or third-party security recommendations to construct its portfolios. DGS leans on extensive academic and internal research to determine the feasibility and capacity of new investment strategies. The strategies are implemented using a systematic, rules-based process that is objective and repeatable. Separately Managed Accounts DGS's primary focus is on public equity markets. We offer a wide range of investment strategies to advisors, family offices, institutions, and high-net-worth individuals. All strategies are based on a shared investment philosophy and implemented through a systematic, disciplined approach. These strategies offer a compelling alternative to passive indexing and traditional active management. A. Tax-Managed Strategies DGS’s tax-managed investing strategies seek to provide broad equity market exposure while incorporating tax- aware portfolio construction and ongoing tax management. Depending on the account size and structure, these strategies may include long-short investing, loss harvesting, gain deferral, lot-level portfolio management, transition management, and other techniques designed to improve after-tax outcomes. There can be no guarantee that tax management will add value or that any particular tax result will be achieved. B. Systematic Factor Strategies DGS’s systematic investing strategies seek to provide diversified equity exposure with systematic tilts toward one or more investment factors, including quality, value, momentum, and low volatility. The weight assigned to any factor, the interaction among factors, turnover, and realized results may vary over time. For taxable accounts, DGS typically incorporates a tax-management overlay where appropriate. Page 6 of 13  Form ADV Part 2A C. Long-Short Strategies DGS offers long-short tax-managed strategies that combine long and short positions to pursue a client’s specific tax, risk management, transition, or customization objectives. These strategies are extensions of the firm’s approach to tax-managed and systematic investing. Still, they are more complex than long-only strategies. They may involve materially different risks, including short-sale risk, leverage-related risk, financing costs, higher turnover, operational complexity, model risk, and the possibility of losses on both long and short positions. Risk of Loss Past performance is not indicative of future results. Therefore, you should never assume that the future performance of any specific investment or investment strategy will be profitable. Investing in securities (including stocks, mutual funds, and bonds) involves a risk of loss. Further, depending on the type of investment, there may be varying degrees of risk. Clients should be prepared to bear investment losses, including the loss of their original principal. Due to the inherent risk of loss associated with investing, our firm cannot represent, guarantee, or imply that our services and analysis methods can or will predict future results, successfully identify market tops or bottoms, or protect you from losses resulting from market corrections or declines. There can be no assurance that a Client's investment objectives will be achieved, and no inference to the contrary is being made. Before entering into an agreement with DSG, a Client should carefully consider: (1) committing to management only those assets that the Client believes will not be needed for current purposes and that can be invested on a long-term basis (usually a minimum of three to five years), (2) that volatility from investing in the markets can occur, and (3) that over time the Client's assets may fluctuate and at any time be worth more or less than the amount invested. Some additional investment risks Clients should be aware of include, but are not limited to, the following. Market Risk: The price of a stock, bond, mutual fund, or other security may drop due to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security's underlying circumstances. Equity Risk: Since the strategies invest in equity securities, they are subject to the risk that stock prices may fall over short or extended periods. Historically, the equity markets have moved in cycles, and the value of each strategy's equity securities may fluctuate drastically from day to day. Individual companies may report poor results or be negatively affected by industry or economic trends and developments. The prices of securities issued by such companies may decline in response. These factors contribute to price volatility, the principal risk of investing in our strategies. Foreign Risk: Since DGS provides strategies catering to global equity markets, many investments may be in overseas markets (international securities). These pose unique risks, including currency fluctuation and political risks, and such investments may be more volatile than those of a U.S.-only investment. The risks are generally intensified for investments in emerging markets. Additional Strategy Risks: Tax-managed strategies may increase turnover, defer gains rather than eliminate them, and may underperform less tax-sensitive strategies in certain markets or account circumstances. Customized strategies may produce higher tracking error and different tax outcomes than a broad- market index. Long-short strategies involve additional risks, including short-sale risk, leverage-related risk, financing and borrowing costs, imperfect hedges, and the possibility of significant loss. Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar relative to the currency of the investment's country of origin. This is also referred to as exchange rate risk. Model Risk: DGS relies on quantitative models, optimization routines, screens, and other systematic processes in making investment decisions. Models are based on assumptions, historical relationships, data inputs, and judgments regarding expected returns, risk, correlation, liquidity, taxes, and trading costs. If those assumptions are incorrect, if historical relationships change, or if data are incomplete, inaccurate, stale, or improperly mapped, the models may Page 7 of 13  Form ADV Part 2A produce signals or portfolio recommendations that are not as intended and may result in losses, higher turnover, unintended exposures, tracking error, missed opportunities, or other adverse outcomes. Short-Selling Risk: Long-short strategies may involve short selling. Short selling involves selling borrowed securities that are later repurchased, and the strategy will be adversely affected if the price of a security sold short increases. Losses on short positions can, in theory, be unlimited because there is no cap on how high the price of a borrowed security may rise. Short positions may also involve additional costs, including stock borrow fees, financing charges, and obligations to make payments equivalent to dividends or other distributions paid on borrowed securities. In addition, a lender may recall borrowed securities, or borrowing may become difficult or impossible, which could force DGS to cover a short position at an adverse time or price. Leverage and Availability of Credit Risk: Certain strategies, including long-short strategies, may use margin, securities lending arrangements, or other forms of leverage. Leverage can magnify both gains and losses, making portfolio values more volatile. The use of leverage also depends on the availability and cost of credit or stock borrow, which may change quickly and without notice. A reduction in available financing, an increase in margin requirements, a stock borrow recall, a rise in financing costs, or other changes in market or credit conditions may require DGS to reduce exposures, cover short positions, sell securities, or otherwise modify the portfolio at adverse times or prices. Operational Risk: DGS's investment process depends on the continued functioning of its personnel, trading systems, portfolio management systems, optimization tools, data feeds, cybersecurity controls, communications systems, and third-party service providers, including brokers, custodians, administrators, and market-data vendors. Operational failures, processing errors, coding defects, reconciliation breaks, business interruption events, cybersecurity incidents, human error, or failures by third parties could cause trading errors, delays, incorrect allocations, inaccurate records, missed opportunities, or other losses to client accounts. Tax Risk: Tax-managed strategies seek to improve after-tax outcomes, but there is no guarantee that any tax benefit will be achieved or that any tax benefit, loss, deduction, or tax characterization will be sustained if reviewed by the Internal Revenue Service or another taxing authority. The application of tax rules depends on each client's particular facts and circumstances and may change due to legislative, regulatory, administrative, or judicial developments. In addition, certain transactions may be affected by complex tax rules, including wash-sale and straddle rules, which may defer, reduce, transform, or otherwise limit the expected tax benefits of a strategy. Clients should consult their own tax advisers regarding the federal, state, local, and foreign tax consequences of any investment strategy. Trading Risk: Tax-managed and long-short strategies may trade more frequently than traditional long-only index strategies. More frequent trading may increase brokerage commissions, stock borrow costs, financing charges, bid-ask spreads, market impact, and other transaction-related expenses, which can reduce performance. In less-liquid securities or during periods of market stress, these costs may increase materially, and executions may occur at prices less favorable than anticipated. Frequent trading may also create additional taxable events in certain circumstances. Options Risk: To the extent a strategy uses options, including, but not limited to, covered calls, protective puts, collars, or other listed options, the strategy will be subject to the risks associated with options transactions. Options may be more volatile than other securities. They may be highly sensitive to changes in the market value of the underlying asset, interest rates, volatility, and the passage of time. A strategy may lose the premium paid for purchased options, and written options may limit upside participation, increase turnover, or require the strategy to sell or purchase securities at unfavorable times or prices. Certain options strategies may reduce, but not eliminate, downside risk and may also reduce gains that would otherwise have been realized in a rising market. Options markets may at times be illiquid, and it may not be possible to close out an options position at a desired time or price. The use of options may also involve valuation, counterparty, operational, and tax risks. Custodial Risk: Client assets are typically maintained with one or more qualified custodians, broker-dealers, or other financial institutions. Although such institutions are subject to regulatory standards, there can be no assurance that a custodian or other service provider will not fail, become insolvent, experience operational errors, suffer cybersecurity Page 8 of 13  Form ADV Part 2A incidents, or otherwise be unable to safeguard client assets or process transactions properly. Errors or delays at the custodian level may affect trade execution, settlement, corporate action processing, cash movements, reconciliations, margin availability, securities lending, account reporting, or the timely availability of account information. In addition, clients may be exposed to risks associated with omnibus processing, limitations in custodial systems, or restrictions imposed by custodians during periods of market stress. Any such events could result in losses, delays, missed opportunities, or other adverse consequences for client accounts. Risk Management Risks: DGS seeks to manage risk through a combination of investment guidelines, quantitative controls, monitoring systems, human oversight, and operational procedures. However, there can be no assurance that these risk management techniques will be successful or that all relevant risks can be identified or mitigated. Risk management processes may be based on incomplete, inaccurate, or outdated information, and they may not perform as intended during periods of market stress, dislocation, unusual volatility, or changing correlations among securities and asset classes. In addition, limits, alerts, oversight procedures, and escalation protocols may fail due to human error, system limitations, model deficiencies, data issues, or other unforeseen factors. As a result, a client account may be exposed to levels of risk, loss, concentration, turnover, leverage, short exposure, tax consequences, or tracking error greater than intended. Interest Rate Risk: Interest rate risk is associated with fluctuations in interest rates, which are influenced by various factors, including, but not limited to, government borrowing, inflation, and economic performance. The value of investments can fluctuate with changes in interest rates. Fixed-income investments are subject to interest rate risk, which may increase or decrease their returns. When interest rates decline, the value of a portfolio of fixed-income securities is likely to rise. Conversely, when interest rates rise, the value of a portfolio of fixed-income securities is likely to decline. Liquidity or Marketability Risk: This refers to the ease with which a security can be sold at or near its fair market value. The primary measures of liquidity risk are the security's bid-ask spread and the available volume that can be traded without causing a price impact. The lack of liquidity may force one to pay more than fair market value when purchasing a security or receive less than fair market value when selling a security. Credit Risk: Debt securities are subject to the issuer's inability to meet principal and interest payments on its obligations and may also be susceptible to price volatility due to factors such as interest rate sensitivity, market perception, the issuer's creditworthiness, and general market risk. ITEM 9: DISCIPLINARY INFORMATION DGS Capital has no legal or disciplinary events and thus has no information to disclose regarding this item. Clients can obtain the disciplinary history of DGS Capital or its representatives from the federal or state securities divisions upon request. ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS DGS Capital Management, LLC is affiliated with DGS Capital Management Private Limited, a portfolio management firm domiciled in India, as disclosed in Form ADV Part I. DGS Capital Management Private Limited is a Portfolio Manager registered with the Securities and Exchange Board of India that works with clients based in India and provides portfolio management services focused exclusively on investing in the Indian markets. The two firms may share intellectual property and other resources for mutual benefit, provided that such sharing complies with all relevant regulatory and compliance standards. The firms may refer Clients or prospects to each other, as well as to other wealth managers, accountants, tax specialists, attorneys, and other professionals. Furthermore, such professionals may refer their Clients Page 9 of 13  Form ADV Part 2A or prospects to DGS. Referrals to and from DGS are made without compensation or other commitment unless otherwise disclosed in this document, Item 14: Client Referrals and Other Compensation. ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Code of Ethics: DGS has adopted a comprehensive Code of Ethics that all employees must follow. The code provides personnel with guidance on ethical obligations related to their fiduciary duties, which form the basis of all client dealings and personal securities transactions. Specifically, the code identifies all employees involved in portfolio management or trading as Access Persons, who are required to report all personal trades and investment holdings (unless the investment accounts are limited to pooled investment vehicles, such as mutual funds). The code also provides procedures for employees to report any violations. The code is reviewed and distributed annually, and all employees are required to certify that they have read, understood, and agree to follow the Code of Ethics. CFA Asset Managers Code of Professional Conduct: Since DGS primarily functions as an investment manager, DGS has also adopted the Asset Managers Code of Professional Conduct developed by the CFA Institute to serve as the foundation of its ethical practices concerning investment management. The CFA Institute developed the code in consultation with investors and asset managers to outline the ethical and professional responsibilities of asset managers investing on behalf of Clients. The code provides practical guidelines across six main areas of conduct, applicable to all facets of the manager-client relationship. Investment process and actions 1. Loyalty to Clients 2. 3. Trading 4. Risk management, compliance, and support 5. Performance and valuation 6. Disclosures In addition to the detailed guidelines for each area of conduct, the general principles of the code state that DGS has the following responsibilities to its Clients: • To act in a professional and ethical manner • To act for the benefit of Clients • To act with independence and objectivity • To act with skill, competence, and diligence • To communicate with Clients in a timely and accurate manner • To uphold the rules governing capital markets Participation or Interest in Client Transactions DGS does not affect any principal or agency cross-securities transactions for Client accounts, nor does the firm affect cross-trades between Client accounts. Principal transactions are generally defined as transactions in which an adviser, acting as principal for its account or the account of an affiliated broker-dealer, buys or sells any security from or to any advisory Client. An agency cross-transaction is defined as a transaction in which the investment adviser, or any person controlled by, or under common control with, the investment adviser, acts as a broker for both the advisory Client and another person on the other side of the transaction. Should we ever decide to affect principal trades or cross-trades in Client accounts, we will comply with the provisions of Rule 206(3) of the Advisers Act. Personal Trading DGS permits personal account trading, which may include securities purchased by DGS for its Clients, creating a potential conflict of interest. The code clearly outlines that DGS and its associated persons must prioritize investments Page 10 of 13  Form ADV Part 2A made on behalf of the Client over those that benefit the managers' interests. Additionally, the code states that DGS must deal fairly and objectively with clients when providing investment information, making investment recommendations, or taking action on investments. While transactions are unlikely to coincide, any negative impact from overlapping trades is minimized by the nature of the investment strategies that clients and employees may pursue. Since most accounts are benchmarked to diversified market indexes and are typically subject to tracking error constraints, most securities account for less than 5% of the portfolio value. The diversified nature of the direct indexing strategies managed by DGS generally means that the average transaction size as a percentage of the account is typically under 0.50%. The largest securities in client accounts, which correspond to the largest trade values, also tend to be the largest companies in the target asset class, thereby limiting the impact of simultaneous trades on market prices. Additionally, as part of the firm's investment process, the liquidity of securities is considered before they are made eligible for purchase. Securities that lack sufficient liquidity may be removed from the list of eligible securities. This ensures that the impact of DGS trading on prices is minimized, reducing the likelihood of a conflict of interest with personal trading, particularly in the context of front-running. ITEM 12: BROKERAGE PRACTICES Selection Criteria The selection of the broker-dealer for executing transactions depends on several factors, summarized below. • Execution Rates: DGS will select brokers that offer the lowest execution rates, all else being equal. Brokers may have different rates depending on the type of Clients, the total amount traded with the broker, and the types of securities traded. Execution rates include commissions charged directly by the broker, as well as any additional fees, such as trade-away or settlement charges imposed by the custodian or clearing member. • Execution Quality: DGS will select brokers that provide the best execution, all else being equal. There is no single metric that can accurately measure execution quality. Generally, execution quality is measured using price improvement and execution speed. • Ease of Execution: DGS will select brokers that provide the most seamless trade execution processes, all else being equal. Some brokers allow trades to be routed using an Order Management System (OMS), while others require spreadsheets to be emailed with instructions provided either online or over the phone. Brokers may provide access to trade execution reports through an online platform or send them via email as spreadsheets. All these factors are considered when deciding which brokerage services to use to execute trades for Client accounts. Cost to "Trade-Away" Firms such as Charles Schwab and Fidelity generally do not charge clients a separate fee for custody services. Instead, they are compensated by charging commissions for trades they execute and settle in client accounts. They may charge a fixed fee per trade or a percentage of assets under management (asset-based pricing). These firms also allow DGS to trade securities on the Client's behalf through other brokers, a practice known as trading away. In addition to the fee paid to the outside broker, custodians will charge a flat-dollar fee per trade executed outside their brokerage platform. At the time of this writing, the cost to trade away was $25 at Schwab and $20 at Fidelity. Given the diversified nature of direct indexing strategies, the average trade size makes trading away prohibitively expensive. As a result, DGS chooses to minimize transaction costs by executing trades through the client account's custodian or broker. Commissions, Soft-Dollar Arrangements, and Directed Brokerage DGS has tailored its broker selection process to mitigate potential conflicts of interest. These policies directly align the interests of DGS with those of its clients regarding all brokerage-related services. • DGS does not charge any commissions on trades. Page 11 of 13  Form ADV Part 2A • DGS does not have any soft-dollar arrangements with brokers. • DGS does not allow clients to select their brokers. • DGS does not direct brokerage in exchange for client referrals. • DGS does not direct brokerage in exchange for research, services, or products unrelated to trade execution. ITEM 13: REVIEW OF ACCOUNTS The majority of DGS's AUM is managed in SMAs. DGS has developed a platform for reviewing and managing these accounts. All SMAs are examined frequently for various metrics that may affect the account's risk/return characteristics. Taxable accounts utilizing DGS’s tax-management overlay are also reviewed for loss harvesting opportunities. If any measured metric exceeds its predefined constraints, the account may be flagged for review. A flagged account for review may not necessarily be rebalanced or traded. For mutual fund and ETF portfolios (assets outside SMA strategies), the asset allocation of these accounts is monitored periodically, and accounts are rebalanced if current asset-class weights deviate beyond the predefined allowable variance. An account may also be reviewed ad hoc if there is a change in client circumstances. The reviews may include an assessment of various metrics, such as cash balances, asset allocation, and the account's performance on both an absolute and a relative basis. The qualified custodian prepares client account reports that include summaries of account balances, holdings, and transactions. These statements are sent directly to clients either electronically or as a hard copy, depending on the Clients' preferences. The custodian typically sends out these reports quarterly. ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION Currently, DGS has no referral or solicitor arrangements. DGS may pay referral fees to independent persons or firms ("Solicitors") to introduce clients to DGS. Suppose a referral fee is applicable; in that case, the Solicitor must provide the prospective Client with a copy of this document (Firm Brochure) and a separate disclosure statement that includes the following information. • the Solicitor's name and relationship with DGS; • the fact that the Solicitor is being paid a referral fee or receiving any other related benefits; • the amount and type of fee, and • whether the fee charged to the Client by DGS will be increased above the usual fee to compensate the Solicitor In instances where DGS establishes a solicitor relationship, our policy is not to increase the advisory fees payable by the Client to cover referral fees. ITEM 15: CUSTODY Custody, as it applies to investment advisors, is not limited to having physical possession of client assets. Regulators have defined it as having access or control over Client funds or securities. If an investment adviser has access to or can control client funds or securities, the investment adviser is deemed to have custody and must implement proper procedures. However, regulators do not deem the authorization to trade in Client accounts to be custody. DGS is deemed to have custody of client funds and securities whenever DGS is authorized to deduct fees directly from the client's account. This is the only form of custody that DGS maintains. Page 12 of 13  Form ADV Part 2A For accounts in which DGS is deemed to have custody, the following procedures have been established to ensure the safety of client assets: • All client funds and securities are held in a separate account at a qualified custodian, designated for each Client under that Client's name. • Clients open the accounts directly with the custodian and are therefore aware of the qualified custodian's name, address, and how the funds or securities are maintained. • Clients have access to the custodian's online platform, where they can log in to view their account balances and holdings at any time. Clients should carefully review any statements they receive from DGS and compare them with those delivered by the custodian or online data on the custodian's portal. • Clients can discuss or clarify their statements with DGS during regular business hours. ITEM 16: INVESTMENT DISCRETION Discretionary Authority Clients grant DGS discretionary authority to manage their accounts by signing the advisory agreement (or by their advisors signing the sub-advisory agreement) and executing the Limited Power of Attorney (LPOA), which allows the custodian to receive investment instructions from DGS. The Client Agreement (or the Sub-Advisory agreement signed by the primary advisor) and the LPOA provide DGS with the authority to manage the portfolio according to the agreed- upon strategy, to buy and sell securities, invest or raise cash, deduct any fees, and perform any other actions consistent with the ongoing management and supervision of the portfolio. In certain circumstances, Clients may provide DGS with restrictions to incorporate into the investment objectives and strategy. However, DGS still maintains discretionary authority, and the Client may not request that DGS make additional investment decisions outside the scope of the agreed-upon restrictions. ITEM 17: VOTING CLIENT SECURITIES DGS invests primarily in equity securities through its direct indexing strategies. As such, DGS may be delegated the responsibility of voting proxies, and DGS has adopted proxy voting policies and procedures. DGS’s general policy is not to engage in proxy voting proposals. This is based on a variety of factors, including, but not limited to, the cost of voting or exercising proxies, the model-based quantitative nature of the investment strategy, and the restrictions that proxy voting may impose on trading securities. A client can request a complete copy of our current proxy voting policies and guidelines by emailing us at info@dgs.capital. ITEM 18: FINANCIAL INFORMATION DGS does not require or solicit prepayment of more than $1,200 in fees per Client, at least six months in advance, and therefore is not required to provide a balance sheet. We are not aware of any financial commitments that impair our ability to meet contractual and fiduciary obligations to clients, nor have we been the subject of a bankruptcy proceeding. Page 13 of 13