ONEDIGITAL INVESTMENT ADVISORS LLC

* Form ADV, Part 2A Retirement Plan Services Disclosure Brochure March 31, 2025 OneDigital Investment Advisors LLC 11101 Switzer Road, Suite 200 Overland Park, Kansas 66210 (877) 742-2021 This brochure provides information about the qualifications and business practices of OneDigital Investment Advisors LLC (“OneDigital”). If you have any questions about the contents of this brochure, please contact us at (877) 742-2021. The information in this brochure has not been approved or verified by the U.S. Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about OneDigital is also available on the SEC’s website at adviserinfo.sec.gov by searching for CRD No. 106766. References herein to OneDigital as a “registered investment adviser” or any reference to being “registered” does not imply a certain level of skill or training. OneDigital Page 1 of 16 Form ADV, Part 2A  Item 2 – Material Changes Since the last annual amendment to this Disclosure Brochure on March 29, 2024, the following amendments were made: Item 4 was updated to reflect assets under management as of December 31, 2024. Additionally, disclosures regarding the Personal Financial Planning program were removed and replaced with disclosures for OneDigital’s new Financial Education and Guidance program. Clients receiving services under the Personal Financial Planning program will be transitioned to the Financial Education and Guidance program and its enhanced services. Item 8 was amended to remove certain disclosures regarding OneDigital’s Personalized Portfolios program which were no longer relevant due to the passage of time. Item 10 was updated to enhance existing conflict of interest disclosures relating to Registered Representatives and Insurance Agents/Agencies, and to provide new disclosures that describe OneDigital’s relationships with Digital Insurance LLC, OneDigital’s parent company, as well as various third parties, including: BlackRock Fund Advisors and/or BlackRock Investments, LLC, Dimensional Fund Advisors LP, American Century Investment Management Inc., T. Rowe Price Associates, Inc., Pacific Investment Management Company LLC, Donald L. Hagan, LLC, WisdomTree Asset Management, Inc., Mariner, LLC and/or their affiliates as well as sub-advisers in general. Disclosures regarding Investment Adviser Representatives who are independent contractors was also removed as OneDigital is no longer going to support independent contractor Investment Adviser Representatives on its platform. Item 11 disclosures were replaced in their entirety to reflect upcoming changes to OneDigital’s Code of Ethics. Item 12 was amended to provide additional clarity regarding best execution and the negotiation of commissions and/or transaction fees, and to provide conflict of interest disclosures relating to OneDigital’s receipt of support services and sponsorships from Charles Schwab & Co., Inc. and Fidelity Brokerage Services LLC. Item 14 disclosures were amended in order to provide enhanced disclosures regarding referral arrangements, both to OneDigital and from OneDigital, and the conflicts of interest that arise due to those arrangements. OneDigital Page 2 of 16 Form ADV, Part 2A  Item 3 – Table of Contents Item 2 – Material Changes ................................................................................................. 2 Item 3 – Table of Contents ................................................................................................. 3 Item 4 – Advisory Business ................................................................................................ 4 Background .................................................................................................................... 4 Investment Advisory and Investment Management Services ......................................... 4 Add-On Services ............................................................................................................ 5 Third Party Administrator (“TPA”) Services ................................................................. 5 Item 5 – Fees and Compensation ....................................................................................... 5 Investment Advisory Fees .............................................................................................. 5 Item 6 – Performance Based Fee and Side-by-Side Management ................................... 7 Item 7 – Types of Clients .................................................................................................... 7 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss .......................... 7 Item 9 – Disciplinary Information ..................................................................................... 9 Item 10 – Other Financial Industry Activities and Affiliations ....................................... 9 Item 11 – Code of Ethics, Participation or Interest in Client Accounts and Personal Trading ...............................................................................................................................11 Item 12 – Brokerage Practices ..........................................................................................11 Recommending Broker-Dealers ....................................................................................11 Research and Additional Benefits .................................................................................12 OneDigital Summit Sponsorships .................................................................................12 Item 13 – Review of Accounts ...........................................................................................13 Item 14 – Client Referrals and Other Compensation .....................................................13 Item 15 – Custody ..............................................................................................................15 Item 16 – Investment Discretion .......................................................................................15 Item 17 – Voting Client Securities ....................................................................................15 Item 18 – Financial Information .......................................................................................16 OneDigital Page 3 of 16 Form ADV, Part 2A  Item 4 – Advisory Business BACKGROUND OneDigital Investment Advisors LLC (“OneDigital”) is a Missouri limited liability company that was originally organized on June 4, 1987 as a Missouri corporation under the name Resources Investment Advisors, Inc. and later converted to a limited liability company on July 9, 2018. OneDigital is wholly owned by Digital Insurance LLC, which acquired OneDigital pursuant to a Unit Purchase Agreement dated January 21, 2020. As of December 31, 2024, OneDigital managed $142,602,344,768 in assets, of which $50,609,967,657 was managed on a discretionary basis and $91,992,377,111 was managed on a non-discretionary basis. Because the investment management services OneDigital offers to plan participants through its Personalized Portfolios program differs materially from the advice given to those participants’ retirement plans, OneDigital collects a separate fee for each service. As of December 31, 2024 OneDigital managed $1,672,575,707 through its Personalized Portfolios program on a discretionary basis. Those assets, however, were not included in the asset figures above. INVESTMENT ADVISORY AND INVESTMENT MANAGEMENT SERVICES OneDigital offers investment advisory and management services to sponsors of retirement plans as well as investment management services to the participants of those plans. For the sponsors of retirement plans, OneDigital will either serve as the plan’s investment adviser pursuant to §3(21) of the Employee Retirement Income Security Act of 1974 (“ERISA”) (in which case OneDigital will recommend investment decisions for approval by the plan’s named fiduciaries) or serve as the plan’s investment manager pursuant to §3(38) of ERISA (in which case OneDigital will manage the plan’s investment decisions on a discretionary basis). In either case, OneDigital will assist the plan sponsor with any notices or transactions resulting from a change in the plan’s investment options. If the plan consists of pooled accounts, OneDigital’s services will involve providing advice or management on the actual investment of the plan’s assets. However, the vast majority of OneDigital’s retirement plan clients consist of participant-directed, defined-contribution plans, where OneDigital provides advice on or manages the investment options that will be made available to the plan’s participants. In rendering these services to most participant-directed plans, OneDigital works with the plan’s named fiduciaries to evaluate the demographics of the plan’s participants to select investment options that are appropriate for their retirement needs based upon ERISA §404(c)’s requirement that such plans offer a “broad range” of investment options. The plan’s named fiduciaries can OneDigital Page 4 of 16 Form ADV, Part 2A  impose restrictions on the types of investments that may be held by, or offered through, the plan, and those guidelines are typically referenced in the plan’s investment policy statement (“IPS”). However, OneDigital generally does not provide advice regarding the inclusion of the plan sponsor’s stock within the plan. ADD-ON SERVICES OneDigital offers additional services to its retirement plan clients, including without limitation, assisting the plan’s named fiduciaries with drafting the plan’s IPS, selecting an appropriate qualified designated investment alternative (“QDIA”), and providing investment education and enrollment services for the plan’s participants. In addition, OneDigital provides retirement plan clients with its Financial Education and Guidance program which offers targeted financial education, planning assistance, and wellness tools to plan participants based on their individual circumstances. In addition to the services noted above, OneDigital offers services to other types of clients such as individuals, institutions, charitable organizations, and corporations, which include investment advisory / management, insurance advisory, financial planning, and family office services that are discussed in a separate Wealth Management disclosure brochure. THIRD PARTY ADMINISTRATOR (“TPA”) SERVICES OneDigital offers TPA services to sponsors of retirement plans, which generally includes compliance testing, drafting of necessary plan amendments, preparing the plan’s Form 5500 filing, and other tasks related to the administration of the retirement plan. Item 5 – Fees and Compensation INVESTMENT ADVISORY FEES Pursuant to §408(b)(2) of ERISA, OneDigital and other vendors providing services to a retirement plan or its participants must disclose all direct and indirect compensation they will receive in exchange for the services they provide to a retirement plan. OneDigital’s agreements with its plan sponsor clients disclose the services it will provide and the fee it will charge for those services, which serves as its ERISA §408(b)(2) disclosure. For investment advisory/management services, OneDigital charges its fees either based on a percentage of assets in the retirement plan or as a flat annual fee. Those fees are negotiable and vary greatly based upon the size of the plan and the services OneDigital will be providing. Many plans select their investment adviser by soliciting competitive bids from multiple advisers and, consequently, it is impossible to provide a fee schedule that would be relevant to all retirement plan clients. OneDigital Page 5 of 16 Form ADV, Part 2A  For its Personalized Portfolios program, OneDigital enters into a separate agreement with each participant that discloses its management fee, which is based upon a percentage of the value of the participant’s plan account. A portion of that fee is used to pay the plan’s recordkeeper for providing access to OneDigital so that it can process trades on its platform as well as to compensate the recordkeeper for calculating and processing OneDigital’s management fee. If OneDigital uses a sub-adviser to make investment allocation decisions and trades in the participants’ accounts, it also pays a portion of the management fee to the sub-adviser. OneDigital’s advisory fee does not include any applicable taxes; confirmation fees for trades; custodial fees; brokerage commissions; transaction fees; charges imposed directly by a mutual fund, index fund, or exchange traded fund (as disclosed on the fund’s prospectus), including embedded investment advisory fees paid to unaffiliated third-party asset managers for management of the fund; and other fees imposed by the plan’s recordkeeper/custodian for securities transactions. The plan’s administrator is required to provide participants with a disclosure of the costs associated with the investment options offered under the plan, pursuant to §404a-(5) of ERISA. Retirement plan clients can decide whether the fees will be paid directly by the plan sponsor or deducted from plan assets and whether fees will be paid in advance or arrears. When OneDigital’s advisory fees are paid from plan assets, it must rely upon the plan’s recordkeeper to collect that fee and the recordkeeper’s policies will determine the amount of applicable assets upon which OneDigital’s fee will be based on. This is also true for OneDigital’s Personalized Portfolios program. However, if the plan sponsor pays OneDigital’s fee directly, OneDigital will charge a flat fee and the parties can negotiate when those payments will be due. Either party can terminate the agreement upon 30 days' prior written notice to the other. If the advisory fee had been collected in advance and the agreement is terminated in the middle of a calendar quarter, any unearned fees paid in advance will be refunded to the client on a pro-rata basis. OneDigital and its investment adviser representatives (“IARs”) are not permitted to accept any compensation for Because it would likely be deemed a prohibited transaction under ERISA, the sale of any securities or investment products when they are acting as a fiduciary investment adviser or investment manager for a retirement plan or participant, except to the extent such compensation is used to offset OneDigital’s fees. For that reason, while some IARs are also registered representatives of broker-dealers that are unaffiliated with OneDigital, they rarely offer securities or insurance brokerage services to retirement plan clients. There are, however, some exceptions to this rule. For example, when IARs who had previously serviced their retirement plan clients on a brokerage basis join OneDigital, it may take time for them to transition those accounts to an investment advisory platform. In those cases, the IAR can be paid on a commission basis through the broker-dealer with whom they are registered, but OneDigital Page 6 of 16 Form ADV, Part 2A  those commissions are typically used to offset OneDigital’s advisory fee. In addition, some IARs assist sponsors of “frozen defined benefit plans” to offload some or all of their liability for making future payments to beneficiaries through the purchase of an insurance annuity. (A “frozen defined benefit plan” is one that is no longer enrolling new participants but has a continuing duty to pay previously vested benefits.) As compensation for providing these services, the employee and/or investment adviser representative may collect a consulting fee from the client and/or a commission for the sale of the insurance annuity. Finally, some employees and/or IARs of OneDigital assist employers in establishing non- qualified, executive benefit plans. Because these activities involve the sale of insurance and/or securities products, those employees and/or IARs will typically receive a commission on the sale of the selected product. Those services, however, are not considered to be investment advice given to a retirement plan. When OneDigital’s employees or IARs recommend commissioned-based products in the above situations, a conflict of interest arises because the recommendation to purchase the product may have been influenced by the commission compensation to be received, rather than solely on the needs and best interests of the client. OneDigital addresses this conflict of interest by disclosing the conflict in this Disclosure Brochure and reminding clients that they are no obligation to use the brokerage or insurance services of such employees or IARs. Item 6 – Performance Based Fee and Side-by-Side Management Neither OneDigital nor any IAR of OneDigital accepts performance-based fees. Item 7 – Types of Clients OneDigital provides investment advisory and management services to the sponsors of many distinct types of retirement plans that are eligible for tax deferment under the Internal Revenue Code. It also provides investment management services to the participants of defined- contribution plans. There is no minimum amount of assets required for OneDigital to provide these services. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss For ERISA qualified, participant-directed, defined-contribution plans, OneDigital’s first concern is to ensure the plan complies with ERISA §404(c)’s requirement by offering a “broad array” of investment options to enable participants to develop a diversified portfolio. If the plan already has an IPS, OneDigital analyzes the investment options offered through the plan’s platform provider to help ensure there is adequate representation of investment categories for the plan’s OneDigital Page 7 of 16 Form ADV, Part 2A  participants to select from to construct a diversified portfolio. If the plan does not have an IPS, OneDigital can work with the plan to draft one to guide the plan fiduciaries’ oversight of its investment options. Once the investment categories are identified, OneDigital further refines them into the investment styles offered within each category. OneDigital then analyzes the choices available within each classification based upon investment style (including style consistency), risk and return characteristics, and performance versus the peer group median. Qualitative factors, such as the investment’s operating expenses and tenure of its investment manager are also considered. Based upon this analysis, OneDigital will recommend or select the investment options it believes are best suited to be made available to a plan’s participants. Thereafter, OneDigital scores the various investment options each quarter. Those options that underperform are placed on a “watch list” and, if the underperformance continues, OneDigital may recommend or select another investment option(s). OneDigital also monitors the participants’ demographics and utilization of the selected investments to help ensure they have relevant choices and understand how to utilize those options to build a suitably diverse investment portfolio. One investment classification that is typically made available to plan participants is some type of money market or stable value fund, each of which has advantages and disadvantages. In particular, money market funds, which are designed to maintain a steady net asset value of $1 per share, provide more liquidity but lower returns than stable value funds, which invest in high quality, short- to intermediate-term bonds. In addition, because some recordkeeping platforms require the utilization of their own money market or stable value fund, OneDigital may not have the ability to recommend other alternatives without requiring that the plan switch recordkeepers. When OneDigital is managing a plan’s pooled investments, it applies Modern Portfolio Theory to develop an investment strategy that is appropriate for the plan’s objectives. Specifically, OneDigital will consider the plan’s current funding status, the demographics of its intended beneficiaries, and annual investment return needs to construct a portfolio that adequately balances the plan’s investment risks and growth requirements. For its Personalized Portfolios program, OneDigital will either utilize investment options available in the plan’s core lineup or collective investment trusts (“CITs”) it manages through Alta Trust. OneDigital then typically employs a sub-adviser to use its proprietary algorithms to construct a customized allocation for each participant based upon information (age, gender, income, current savings, etc.) provided by the plan’s recordkeeper. The CITs are not registered as mutual funds under the Investment Company Act of 1940, as amended, or as securities under the Securities Act of 1933, as amended. As a result, participants invested in those CITs are not entitled to the protections of those statutes. Instead, the CITs are regulated by state banking authorities and the Office of the Comptroller of the Currency, which is part of the U.S. Treasury. In addition, they are subject to oversight by the IRS and Department of Labor. OneDigital prefers to utilize CITs when possible because they generally charge lower OneDigital Page 8 of 16 Form ADV, Part 2A  fees than comparable mutual funds. Although OneDigital serves as the investment manager for those CITs, it does not receive a fee or other compensation for providing those services. Instead, the only compensation OneDigital receives for its Personalized Portfolio program is the investment management fee listed on the client’s agreement. Clients must remember that investing in securities involves risk of loss, which they should be prepared to bear. These risks include, but are not limited to, market risk, interest rate risk, currency risk, foreign investment risk, and political risk, among others. No investment strategy, nor the use of a third-party manager, can assure a profit or avoid a loss, and OneDigital does not guarantee any level of investment returns. Item 9 – Disciplinary Information Neither OneDigital nor any of its management persons have been the subject of any legal or disciplinary events that are material to an evaluation of OneDigital’s advisory business or the integrity of its management. IARs of OneDigital, including those that are management persons, who provide discretionary investment advice or meet with clients and provide non-discretionary investment advice are required to provide affected clients with a copy of their Form ADV, Part 2B (i.e., brochure supplement), which includes disclosure of any legal or disciplinary events material to a client’s or prospective client’s evaluation of the IAR. Item 10 – Other Financial Industry Activities and Affiliations Registered Representatives: Certain IARs, including OneDigital’s President, in their individual capacities separate from OneDigital, are registered representatives of broker-dealers that are unaffiliated with and independent of OneDigital (“Registered Representatives”) and, in such capacity, may recommend and/or sell certain investment products on a commission basis to clients. The receipt of commission compensation by Registered Representatives, however, creates a conflict of interest as the recommendation to purchase an investment product may have initially resulted from one or more services provided to the client by OneDigital and may have been influenced by the commission compensation to be received, rather than solely on the needs and best interests of the client. Because of this conflict of interest, neither OneDigital nor its IARs are permitted to receive any brokerage commissions generated from securities OneDigital recommended to retirement plan clients or their participants in its capacity as their investment adviser/manager, except to the extent those commissions are used to offset OneDigital’s advisory fee. Insurance Agents: OneDigital (NPN# 20712934) and some of its affiliates that either control or are under common control with OneDigital are licensed insurance agencies and IARs may be licensed insurance agents (collectively with OneDigital and its affiliated insurance agencies, “Insurance Agents”) and, in such capacities, may recommend and/or sell certain insurance OneDigital Page 9 of 16 Form ADV, Part 2A  products, such as fixed, variable, or group annuities, for individuals or entities on a commission basis to clients of OneDigital. The receipt of commission compensation by Insurance Agents, however, creates a conflict of interest as the recommendation to purchase an insurance product may have been influenced by the commission compensation to be received, rather than solely on the needs and best interests of the client. OneDigital addresses these conflicts of interest by disclosing them in this Disclosure Brochure and reminding clients that they are under no obligation to use the insurance services of Insurance Agents. Digital Insurance LLC (NPN# 3698440): OneDigital and/or its IARs may recommend that clients engage Digital Insurance LLC, a licensed insurance agency and parent company of OneDigital, for the provision of (1) tax, (2) corporate advisory/business consulting, and/or (3) insurance services either in conjunction with OneDigital’s service offerings as part of a comprehensive suite of services or on a stand-alone basis. As such recommendation may result in a financial benefit to OneDigital’s parent company, OneDigital and/or its IARs have a conflict of interest when recommending the services of Digital Insurance LLC to clients. Clients are reminded that they are under no obligation to utilize Digital Insurance LLC’s products and/or services. Model Managers: BlackRock Fund Advisors and/or BlackRock Investments, LLC; Dimensional Fund Advisors LP; American Century Investment Management Inc.; T. Rowe Price Associates, Inc.; Pacific Investment Management Company LLC; Donald L. Hagan, LLC; and WisdomTree Asset Management, Inc. and/or their affiliates (collectively, “Model Managers”) provide OneDigital with investment research, models and/or technology at no cost, which is used in the development and maintenance of various investment models offered to OneDigital’s non- retirement plan clients. OneDigital’s receipt of these benefits, however, creates a conflict of interest for OneDigital because it reduces OneDigital’s operating costs, which, in turn, creates an incentive for OneDigital to recommend Model Managers’ products and/or services to clients, including to retirement plan clients of OneDigital. OneDigital addresses these conflicts of interest by (1) providing disclosure of the relationship and the associated conflicts of interest to clients in this Disclosure Brochure and (2) reminding clients that they have the ability to impose reasonable restrictions on the securities or types of securities to be held in their portfolios, including a restriction on the purchase and/or use of Model Managers’ products and/or services. Mariner, LLC (“Mariner”, CRD No. 140195): OneDigital has entered into a Solicitor’s Agreement with Mariner, an investment adviser, pursuant to which OneDigital is compensated by Mariner for referrals of prospective investment advisory clients. In light of this compensation arrangement, clients should be aware that OneDigital has a conflict of interest when recommending the investment advisory services of Mariner. Sub-Advisers: OneDigital has entered into agreements with various unaffiliated third-party investment advisers for the provision of discretionary investment sub-advisory services offered through the Personalized Portfolios program. OneDigital Page 10 of 16 Form ADV, Part 2A  Item 11 – Code of Ethics, Participation or Interest in Client Accounts and Personal Trading OneDigital maintains a Code of Ethics that includes (1) standards of business conduct that all of our supervised persons are expected to adhere to; (2) a prohibition on insider trading; (3) provisions relating to the receipt and giving of gifts, and (4) policies and procedures requiring the periodic reporting of personal securities transactions and holdings. As our client or prospective client, you are entitled to a copy of our Code of Ethics upon request. You may request a copy by contacting us at (877) 742-2021. OneDigital and/or its supervised persons may buy or sell securities that are also held by or recommended to clients and may occasionally trade in securities in a personal account, at or about the same time that OneDigital trades in the same security, or a related security, for a client account. When either of these situations occur, conflicts of interest exist because OneDigital and/or its IAR(s) (1) may have an incentive not to recommend the sale of those securities to clients in order to protect the value of a personal investment (2) may have an incentive to recommend the purchase of those securities to clients in order to immediately sell it at a profit in a personal account upon the rise in market price (i.e., scalping) and (3) may have an incentive to place personal investment orders before those of clients in order to obtain a better price and/or otherwise materially benefit from the purchase or sale of those securities (i.e., front run). When engaging in personal trading, we believe that our clients’ interests should come first, and our supervised persons are reminded of OneDigital’s fiduciary duty and their obligation to comply with OneDigital’s standards of business conduct. Additionally, OneDigital monitors the personal securities transactions and holdings of its access persons for any activity that may indicate a violation of OneDigital’s Code of Ethics. Item 12 – Brokerage Practices RECOMMENDING BROKER-DEALERS Pursuant to ERISA, the plan’s administrator is responsible for (1) approving the party or parties that will process the participants’ trades and (2) monitoring their fees. Therefore, with the exception of newly-created plans, most retirement plan clients already have established relationships with a recordkeeper that typically provides custodial and brokerage services through a related broker-dealer, insurance company, or trust company. Similarly, for plans consisting of participant-directed investment accounts, the plan’s named fiduciaries will have sole authority to select the broker(s) that will process transactions in those accounts – even if OneDigital is managing the participants’ accounts. Therefore, unless the plan sponsor requests OneDigital’s assistance in replacing the recordkeeper, OneDigital has limited influence on the plan’s brokerage services and the plan sponsor is responsible for negotiating all terms and conditions with such recordkeeper, including any applicable brokerage commissions and/or transaction fees. For those plans that do not have OneDigital Page 11 of 16 Form ADV, Part 2A  in place, OneDigital will provide retirement plan clients with these relationships recommendations for vendors who can serve these needs at the plan fiduciaries’ request. In the event a broker-dealer is selected as the custodian of a retirement plan account consisting of pooled assets, OneDigital will process all trades in the account through that custodian. OneDigital will not seek best execution for the client and, consequently, clients may pay higher commissions or other transaction costs, or receive less favorable execution for their transactions, than if they shopped for a broker-dealer to handle each transaction. OneDigital has developed relationships with entities that provide brokerage, custodial, and recordkeeping services, as well as investment products, to retirement plans, which it may recommend to clients that include Charles Schwab & Co., Inc. and/or its affiliates (collectively, “Schwab”), Fidelity Brokerage Services LLC and/or its affiliates (collectively, “Fidelity”) as well as other recordkeepers (collectively with Schwab and Fidelity, “Preferred Vendor”). Preferred Vendors may also recommend OneDigital to their clients who are searching for an investment adviser and, in some case, partner with OneDigital to submit a combined bid. Clients should be aware that many custodians or recordkeepers offer, or require retirement plan clients to utilize, their proprietary investment products (including without limitation, their stable value funds), which provide additional revenue to these companies. RESEARCH AND ADDITIONAL BENEFITS Schwab and Fidelity as well as other Preferred Vendors make available to OneDigital, without cost and/or at a discount, support services and/or products, some of which assist OneDigital in better monitoring and servicing all client accounts, some of which benefit only those clients working with the Preferred Vendor, and some of which only benefit OneDigital. Included within the support services are investment-related research, both proprietary and that of third parties; pricing information and market data; trade execution analysis data; software and other technology, at a discount or for free, that provide access to client account data and/or assist in creating client reports; compliance and/or practice management-related publications; discounted or free consulting services; discounted or free attendance to conferences, meetings, and other educational and/or social events, which may include full coverage of travel expenses to such events; marketing support; computer hardware and/or software and/or other products used by OneDigital in furtherance of its investment advisory business. Clients should be aware that the receipt of support services and/or products by OneDigital and/or our related persons creates a conflict of interest for OneDigital as it creates an incentive for OneDigital to recommend the services of Preferred Vendors over other broker-dealers and potentially one Preferred Vendor over another. The receipt of these benefits, however, are not a material consideration for OneDigital when determining whether to recommend that a client utilize the services of a particular Preferred Vendor. ONEDIGITAL SUMMIT SPONSORSHIPS OneDigital Page 12 of 16 Form ADV, Part 2A  Schwab and Fidelity or one of their affiliates was a sponsor of OneDigital’s Summit 2025, which creates a material conflict of interest for OneDigital because it reduced the out-of-pocket costs of OneDigital and/or one of its affiliates to host Summit 2025 and thus created an incentive for OneDigital to recommend their services as Preferred Vendors over other vendors. Item 13 – Review of Accounts For plans with participant-directed investment accounts, OneDigital benchmarks the investment options offered within the plan each quarter. OneDigital also conducts regular investment review meetings with the plan’s Investment Committee on a quarterly, semi-annual, or annual basis, depending upon the size of the plan and the preferences of the plan’s named fiduciaries. During those reviews, OneDigital will inform the named fiduciaries of each investment’s performance and utilization, as well as whether OneDigital is recommending it be replaced (or has replaced the investment where it has discretionary authority as the plan’s investment manager). If OneDigital is managing the pooled investments of the plan, the performance of those investments will be monitored by OneDigital’s Investment Committee and the investment adviser representative on the account. OneDigital will conduct regular investment review meetings with the plan’s named fiduciaries pursuant to the schedule agreed upon in the parties’ agreement. However, additional reviews can be triggered by the client’s specific request or by a change in market or economic conditions. For its Personalized Portfolios program, OneDigital’s Investment Team frequently monitors the performance of its investment allocation models or CITs, as well as the investments within those models. The IAR assigned to the plan may or may not conduct regular investment review meetings with the participants in the plan, depending upon the size of the plan, the expectations of the participant, and the IAR’s ability to offer that service to all participants. All retirement plan clients are reminded that it remains their responsibility to advise OneDigital of any changes in their investment objectives, financial status, or specific guidelines within their IPS. Item 14 – Client Referrals and Other Compensation Economic Benefits As noted above, OneDigital receives certain benefits and sponsorships from Preferred Vendors. The receipt of these benefits creates an incentive for OneDigital to recommend the services of Preferred Vendors over other broker-dealers, custodians and/or recordkeepers. OneDigital also maintains a Strategic Partners Program, pursuant to which certain investment product and service providers provide funds that are then used to pay for training meetings, OneDigital Page 13 of 16 Form ADV, Part 2A  educational seminars, employee summits and/or marketing events conducted by OneDigital. The receipt of funds from Strategic Partners is a material conflict of interest for OneDigital as it creates an incentive for OneDigital to favor the investment products and/or services offered by Strategic Partners over the investment products and/or services offered by other firms. If requested, OneDigital will disclose to clients which of the investment products and/or services recommended to them are offered by Strategic Partners. In addition, outside of the Strategic Partners Program, OneDigital and/or its IARs may receive economic benefits from various third parties, including, but not limited to, investment product and service providers whose products and/or services may be recommended to clients. Such benefits include, but are not limited to, gifts (typically under $100), entertainment, and/or free attendance to conferences, which may include full coverage of travel expenses. Promoter Fees Paid by OneDigital OneDigital utilizes a variety of third-party promoters in order to market OneDigital and/or its services. In return, third-party promoters typically receive a percentage of the investment advisory fees that OneDigital receives from successful client referrals, with the exact compensation arrangement varying from promoter to promoter. The receipt of compensation by a promoter in exchange for the referral of prospective clients to OneDigital creates a material conflict of interest for such promoter. In order to mitigate such conflict of interest, third-party promoters are contractually required by OneDigital to provide disclosures to prospective clients at the beginning of any promotional activity. Such disclosures should be carefully evaluated as they contain important information about the promoter and its conflicts of interest when recommending OneDigital and/or its services. Third-party promoters do not review or supervise or have any responsibility to review or supervise OneDigital’s activities. Employees of OneDigital and its affiliates, including, but not limited to Digital Insurance LLC, are also eligible to receive additional compensation when they successfully refer new clients to OneDigital. The payment of additional compensation in exchange for the successful referral of new business creates a material conflict of interest for such employees. OneDigital addresses this conflict of interest by disclosing the conflict in this Disclosure Brochure and reminding clients that they are under no obligation to engage OneDigital for services. Referral Fees Paid by Digital Insurance Employees of OneDigital are also eligible to receive additional compensation when they successfully refer new clients to Digital Insurance LLC and/or to its other affiliates. The payment of additional compensation to OneDigital employees in exchange for the successful referral of new business to Digital Insurance LLC and/or its other affiliates creates a material conflict of interest for such employees. OneDigital addresses this conflict of interest by disclosing the conflict in this Disclosure Brochure and reminding clients that they are under no obligation to utilize Digital Insurance LLC’s or its other affiliates’ products and/or services. OneDigital Page 14 of 16 Form ADV, Part 2A  Item 15 – Custody OneDigital does not hold custody of retirement plan clients’ assets. Instead, retirement plan clients must contract separately with a broker-dealer, insurance company, or trust company for custodial services. Pursuant to ERISA, OneDigital must be bonded when it has “control” over plan assets, which would include when it manages participants’ investments or a plan’s pooled assets. However, because it does not have authority to withdraw or transfer those assets out of the plan, OneDigital is not deemed to have “custody” of those assets under the Investment Advisers Act of 1940. Instead, most recordkeepers calculate and pay OneDigital’s fees based upon authorization provided by the retirement plan’s administrator. Item 16 – Investment Discretion OneDigital can act as either the investment adviser or investment manager for a retirement plan client. If OneDigital is acting as the investment manager for a plan consisting of pooled assets or for a participant in a participant-directed account, its agreement with the client will include a limited power of attorney granting OneDigital discretionary authority to initiate investment transactions of the plan’s or participant’s assets. If OneDigital is acting as the investment manager for a plan in which participants direct their own investments, that limited power of attorney will provide OneDigital with authority to add, remove, or replace the investment options offered through the plan without prior notification to, or the consent of, the plan’s named fiduciaries. OneDigital will make these decisions consistent with the plan’s investment objectives, as noted in its IPS or as communicated to OneDigital during its discussions with the plan’s named fiduciaries. In addition, retirement plan clients can designate specific restrictions on the investments to be held or offered through the plan on the management agreement and are reminded to notify OneDigital of any changes they want to make to those restrictions each calendar quarter. However, because OneDigital’s managed account program is based either upon investment options contained in the plan’s core lineup or proprietary CITs, participants requesting limitations on the types of investments utilized in their accounts would likely be deemed ineligible to participate in the program. Item 17 – Voting Client Securities OneDigital does not vote client proxies or accept authority to vote client securities. Instead, clients will receive proxies and/or other solicitations directly from their account custodian or a transfer agent and maintain exclusive responsibility for directing the manner in which proxies OneDigital Page 15 of 16 Form ADV, Part 2A  solicited by issuers of securities owned by the client shall be voted. Clients may contact OneDigital to discuss questions they may have with respect to a particular proxy, however, OneDigital is under no responsibility to give any advice on how to vote such proxy. Item 18 – Financial Information OneDigital is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to clients. OneDigital Page 16 of 16 Form ADV, Part 2A 

* Form ADV, Part 2A Wealth Management Services Disclosure Brochure March 31, 2025 OneDigital Investment Advisors LLC 11101 Switzer Road, Suite 200 Overland Park, Kansas 66210 (877) 742-2021 This brochure provides information about the qualifications and business practices of OneDigital Investment Advisors LLC (“OneDigital”). If you have any questions about the contents of this brochure, please contact us at (877) 742-2021. The information in this brochure has not been approved or verified by the U.S. Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about OneDigital is also available on the SEC’s website at adviserinfo.sec.gov by searching for CRD No. 106766. References herein to OneDigital as a “registered investment adviser” or any reference to being “registered” does not imply a certain level of skill or training. OneDigital Page 1 of 35 Form ADV, Part 2A  Item 2 – Material Changes Since the last annual amendment to this Disclosure Brochure on March 29, 2024, the following amendments were made: Item 4 (Advisory Business) was amended to remove disclosures regarding the offering of a “robo” advisory platform as OneDigital has discontinued support of such platform. Additionally, assets under management information was updated to reflect figures as of December 31, 2024 and to provide disclosures regarding OneDigital’s Insurance Advisory, Financial Planning, and Family Office services. Finally, disclosures regarding OneDigital’s Investment Advisory services and use of third-party asset managers were enhanced to provide more information about such services and/or arrangements as well as associated risks and conflicts of interest. Item 5 disclosures regarding Fees and Compensation were replaced in its entirety with new disclosures in order to more clearly explain available fee arrangements for each of its service lines (Investment Advisory, Insurance Advisory, Financial Planning and Family Office) as well as ala carte fees that OneDigital may charge for certain services, the ability of clients to negotiate fees, the application of fees charged by third party asset managers and how they are generally separate from those charged by OneDigital, as well as to enhance risk and/or conflicts of interest disclosures. Item 6 (Performance Based Fee and Side-by-Side Management) disclosures were replaced in its entirety as OneDigital no longer accepts performance-based fees following the closure of the Palm Tree Partners LP fund. Item 7 regarding Types of Clients was amended to remove disclosures regarding OneDigital’s “robo” advisory platform and to disclose that third-party asset managers may impose minimum requirements in order to establish a client relationship even though OneDigital does not impose any such requirements. Item 8 disclosures regarding Methods of Analysis, Investment Strategies and Risk of Loss were replaced in their entirety in order to update disclosures regarding investment models offered by OneDigital, to provide disclosures on the methods of analysis that may be used by OneDigital and/or its Investment Adviser Representatives when determining investment recommendations, and to provide additional disclosures regarding potential risk of loss as well as conflicts of interest that OneDigital has as a result of third-parties who provide OneDigital with material support in offering its investment models/strategies to clients. Item 10 regarding Other Financial Industry Activities and Affiliates was amended to enhance existing conflict of interest disclosures relating to Registered Representatives and Insurance Agents/Agencies, and to provide new disclosures that describe OneDigital’s relationships with Digital Insurance LLC, OneDigital’s parent company, as well as various third parties, including: OneDigital Page 2 of 35 Form ADV, Part 2A  BlackRock Fund Advisors and/or BlackRock Investments, LLC, Dimensional Fund Advisors LP, American Century Investment Management Inc., T. Rowe Price Associates, Inc., Pacific Investment Management Company LLC, Donald L. Hagan, LLC, WisdomTree Asset Management, Inc., Mariner, LLC, SpiderRock Advisors, LLC, DPL Financial Partners, LLC, Invesco Managed Accounts, LLC, J.P. Morgan Investment Management Inc., Victory Capital Management Inc., Orion Portfolio Solutions, LLC, Charles Schwab Investment Management, Inc. and/or their affiliates as well as third party asset managers in general that are material to a client or prospective client’s evaluation of OneDigital. Disclosures regarding Investment Adviser Representatives who are independent contractors was also removed as OneDigital is no longer going to support independent contractor Investment Adviser Representatives on its platform. Item 11 (Code of Ethics, Participation or Interest in Client Accounts and Personal Trading) disclosures were replaced in their entirety to reflect upcoming changes to OneDigital’s Code of Ethics. Item 12 disclosures regarding Brokerage Practices were replaced in their entirety in order to provide new disclosures regarding OneDigital’s trade executions practices, including block trading as well as the factors used by OneDigital to evaluate the quality of the trade execution received by clients, to provide important disclosures for those clients who request a directed brokerage arrangement (e.g., Pontera), and to enhance conflict of interest disclosures relating to OneDigital’s receipt of support services and sponsorships from the primary custodians utilized by OneDigital’s wealth management clients: Charles Schwab & Co., Inc., Fidelity Brokerage Services LLC and Raymond James & Associates, Inc. Item 13 (Review of Accounts) was amended in its entirety in order to remove “robo” advisory platform disclosures and to provide important reminders to clients regarding quarterly reports that they may receive from OneDigital and the need for clients to keep OneDigital informed of any changes to their investment objectives, financial circumstances, and tolerance for risk. Item 14 (Client Referrals and Other Compensation) disclosures were amended in order to provide enhanced disclosures regarding referral arrangements, both to OneDigital and from OneDigital, and the conflicts of interest that arise due to those arrangements and to remove disclosures regarding independent contractor Investment Adviser Representatives. Item 15 disclosures regarding custody were amended to provide information as to all of the different ways that OneDigital may obtain constructive custody of client funds. OneDigital Page 3 of 35 Form ADV, Part 2A  Item 3 – Table of Contents Item 2 – Material Changes ................................................................................................. 2 Item 3 – Table of Contents ................................................................................................. 4 Item 4 – Advisory Business ................................................................................................ 6 Background .................................................................................................................... 6 Investment Advisory Services ........................................................................................ 6 Insurance Advisory Services .......................................................................................... 7 Financial Planning Services ........................................................................................... 8 Family Office Services................................................................................................... 8 Item 5 – Fees and Compensation ....................................................................................... 9 Investment Advisory Fees .............................................................................................. 9 Insurance Advisory Fees ...............................................................................................10 Financial Planning Fees ................................................................................................10 Family Office Fees ........................................................................................................11 Administrative Fee ........................................................................................................11 Orion Custom Indexing .................................................................................................11 Wealth, Inc. Access Fee ................................................................................................11 Fee Differentials ...........................................................................................................11 Other Fees and Expenses Clients May Pay ...................................................................12 Item 6 – Performance Based Fee and Side-by-Side Management ..................................12 Item 7 – Types of Clients ...................................................................................................12 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss .........................12 Methods of Analysis .....................................................................................................12 Investment Strategies ....................................................................................................14 Risk of Loss ..................................................................................................................19 Item 9 – Disciplinary Information ....................................................................................22 Item 10 – Other Financial Industry Activities and Affiliations ......................................23 Item 11 – Code of Ethics, Participation or Interest in Client Accounts and Personal Trading ...............................................................................................................................28 Item 12 – Brokerage Practices ..........................................................................................29 Recommending Broker-Dealers ....................................................................................29 OneDigital Page 4 of 35 Form ADV, Part 2A  Research and Additional Benefits .................................................................................30 Directed Brokerage .......................................................................................................31 Aggregation of Orders ..................................................................................................32 Item 13 – Review of Accounts ...........................................................................................33 Item 14 – Client Referrals and Other Compensation .....................................................33 Item 15 – Custody ..............................................................................................................34 Item 16 – Investment Discretion .......................................................................................35 Item 17 – Voting Client Securities ....................................................................................35 Item 18 – Financial Information .......................................................................................35 OneDigital Page 5 of 35 Form ADV, Part 2A  Item 4 – Advisory Business BACKGROUND OneDigital Investment Advisors LLC (“OneDigital”) is a Missouri limited liability company that was originally organized on June 4, 1987 as a Missouri corporation under the name Resources Investment Advisors, Inc. and later converted to a limited liability company on July 9, 2018. OneDigital is wholly owned by Digital Insurance LLC, which acquired OneDigital pursuant to a Unit Purchase Agreement dated January 21, 2020. OneDigital offers advisory services, which generally consist of one or more of the following: (1) the ongoing monitoring of clients’ securities portfolios and the provision of discretionary or non- discretionary investment recommendations relating to the purchase or sale of securities and/or the selection of third-party asset managers who are responsible for making portfolio management decisions, (2) financial planning (level of detail and any written work product will vary by client engagement), (3) non-discretionary recommendations regarding the purchase, exchange or surrender of insurance products, and (4) family office services. OneDigital’s advisory services are tailored to the specific needs of each client based on their investment objective(s), financial circumstances, and risk tolerance as conveyed to or assessed by an investment adviser representative of OneDigital (“IAR”). All clients can impose reasonable restrictions, at any time, on the securities or types of securities to be held in their portfolios. Restrictions, however, are deemed “unreasonable” (1) if they would interfere with the ability of OneDigital or a third-party asset manager to make investment decisions in a timely manner, (2) if they would compel OneDigital to make investment decisions that would be inconsistent with the client’s investment objectives, financial circumstances and/or risk tolerance, or (3) with respect to assets managed by a third-party asset manager, if the third- party asset manager prohibits clients from imposing the requested restriction. Any investment restrictions or changes to such restrictions must be provided to OneDigital in writing and signed by the client. Please note that the imposition of one or more investment restrictions could result in investment returns that are less optimal than the investment returns that would have been achieved if no investment restrictions were imposed on OneDigital. in assets, of which As of December 31, 2024, OneDigital had $142,602,344,768 $50,609,967,657 was managed on a discretionary basis. INVESTMENT ADVISORY SERVICES OneDigital offers a variety of investment advisory services on a discretionary or non- discretionary basis through its IARs. These services include, but are not limited to, the creation of investment and/or asset allocation strategies that are customized by the IAR for the client and/or the creation of customized portfolio allocations to model portfolios managed by OneDigital under the direction of its Chief Investment Officer (hereafter, “OneDigital Models”) OneDigital Page 6 of 35 Form ADV, Part 2A  or model portfolios managed by the IAR. The types of investments held in client accounts will vary depending on the investment/asset allocation strategy and/or model portfolio utilized in the management of the client’s account and can include, but are not limited to, exchange-traded funds (“ETFs”), mutual funds, exchange traded notes (“ETNs”), variable annuities, real estate investment trusts, equities, fixed income securities, options contracts, leveraged ETFs, structured products and other non-publicly-traded securities such as private investment funds (e.g., private equity funds, hedge funds). OneDigital may also utilize margin and/or engage in short selling in the management of client accounts. Clients should be aware that the market value of a client’s account and corresponding fee payable by the client to OneDigital is generally increased as a result of the use of leverage and, consequently, a conflict of interest exists when OneDigital recommends the use of margin or short selling to clients. Client accounts are generally rebalanced or reallocated periodically in order to reestablish the targeted percentages of the initial asset allocation. This rebalancing or reallocation will generally be performed quarterly but may be performed more or less frequently. Third-Party Asset Managers In providing investment advisory services, OneDigital may also recommend the portfolio management services of other unaffiliated, independent investment advisers based on the needs of the client. When recommending third-party asset managers on a discretionary basis, OneDigital is responsible for performing due diligence on the third-party asset manager, hiring one or more third-party asset managers on behalf of the client, monitoring each third-party asset manager’s performance and adherence to its stated investment strategy and, if necessary, terminating the third-party asset manager on the client’s behalf. Such third-party asset managers are hereafter referred to as “Sub-Advisers”. When recommending third-party asset managers on a non-discretionary basis, the client will typically enter into an agreement directly with the third-party asset manager. While OneDigital will typically be able to monitor the third-party asset manager’s performance and adherence to its stated investment strategy, OneDigital will, in most cases, not have any authority or ability to terminate the third-party asset manager on the client’s behalf. Such third-party asset managers are hereafter referred to as “TPAMs”. In light of the breadth of investment strategies that are available through Sub-Advisers and TPAMs and the unique combination of investment risks associated with each type of investment strategy, clients who are recommended the services of a Sub-Adviser or TPAM should carefully review their Form ADV, Part 2A (i.e., disclosure brochure), applicable Part 2Bs (i.e., brochure supplements), and Part 3 (i.e., Form CRS or client relationship summary) for important information concerning their investment strategies, including any associated risks and conflicts of interest. INSURANCE ADVISORY SERVICES OneDigital Page 7 of 35 Form ADV, Part 2A  OneDigital offers discretionary and non-discretionary insurance advisory services limited to insurance products recommended, sold, or managed by DPL Financial Partners, LLC (“DPL”) to clients. As part of these services, OneDigital provides non-discretionary advice regarding the advisability of DPL’s insurance recommendations in relation to the client’s overall financial planning objectives or plan, which include recommendations to purchase a new insurance product; adding on or forgoing a rider to a new insurance product; retaining, annuitizing, exchanging, surrendering, lapsing or withdrawing from an existing insurance product; taking out a loan from an existing insurance product and/or entering into a life and/or viatical settlement with respect to an existing insurance product as well as discretionary advice regarding the allocation of investments between variable insurance product sub-accounts, changing indices for interest-crediting rates, and/or changing an insurance product’s indexing method. FINANCIAL PLANNING SERVICES OneDigital offers financial planning services on an ad hoc, project or ongoing basis, which generally involves an analysis of the client’s current financial situation, goals, and objectives in order to provide advice and/or guidance on a range of topics that may include: Investment Analysis and Planning, Retirement Planning, Charitable Planning, Education Planning, Real Estate Analysis, Mortgage/Debt Analysis and/or Insurance Analysis. FAMILY OFFICE SERVICES OneDigital offers family office services, which includes one or more of the following services, but may also include other custom services at the request of the client: • Advisor Coordination – Communicate on a periodic basis with members of your personal advisory team (banking, investments, tax, legal, insurance, accounting) to ensure coordination of efforts. • Bill Pay – Collect and review bills for reasonableness and payment, identify and negotiate for improved terms, and process other types of disbursements, such as capital calls. • Bookkeeping – Record your cash receipts and disbursements, perform monthly bank reconciliations, prepare activity summaries and other reports for review, and maintain electronic accounting records. • Consolidated Reporting – Prepare a consolidated report on an annual basis that includes all cash and investment holdings, real estate, and insurance policies. • Tax Compliance Support – Coordinate with your tax advisor to provide agreed upon tax information and support. • • Charitable Giving – Perform due diligence on receiving organizations, draft grant letters, obtain acknowledgment letters from receiving organizations, and track activity for tax reporting purposes. Insurance – Perform an annual review of all property-casualty insurance policies, including homeowners, auto, personal liability and other related policies. • Real Estate – Provide general support for buying/selling personal real estate and, for OneDigital Page 8 of 35 Form ADV, Part 2A  properties currently owned, review monthly reports and advise on items that should be expensed versus capitalized for tax-basis purposes. • Direct Investment Support – Ensure that offering documents are reviewed by your legal counsel, coordinate the execution of subscription documents, wire funds for investment, and monitor correspondence for capital calls, distributions and other payments/receipts. • Healthcare – Process healthcare claims, prepare periodic summaries of claims processed and paid, and negotiate/resolve open items with healthcare companies. Item 5 – Fees and Compensation INVESTMENT ADVISORY FEES OneDigital’s investment advisory fees are charged quarterly in advance and are typically based on a percentage (%) of the market value of the assets under OneDigital’s management but may be charged hourly or on a fixed fee basis. If the percentage of assets under management fee involves a tiered fee schedule, clients can combine multiple accounts within their household for purposes of determining applicable breakpoints. Advisory fees based on a percentage of assets under management are not negotiable, however, previously negotiated advisory fee arrangements that have been grandfathered will continue to be honored by OneDigital. The final fee arrangement with each client will be delineated in the client’s Investment Management Agreement (“IMA”). When advisory fees are based on percentage of assets under management, OneDigital’s advisory fees will not exceed 2.00% on an annual basis. Asset-based advisory fees are calculated using the market value of the assets on the last business day of the previous quarter using an actual/(365 or 366) day-count convention. Investment advisory fees are prorated for any new account opened during a billing period. The prorated investment advisory fee is determined by calculating the investment advisory fee for the quarter using the market value of the new assets on the date they come under OneDigital’s management and then multiplying that amount by the number of calendar days left in the quarter, including the day the new assets came under OneDigital’s management, and then dividing that amount by the total number of calendar days in the quarter. If a client terminates their IMA prior to the end of a quarter, the client will receive a refund of any unearned advisory fees that were deducted from their custodial account(s). The amount of any refund is calculated by dividing the number of calendar days left in the quarter after the date of termination by the total number of calendar days in the quarter and multiplying that amount against the advisory fee that was received in advance. Additionally, OneDigital prorates its investment advisory fees with respect to all incoming and outgoing cash flows that occur during the quarter using the applicable method described above. Clients generally elect to have advisory fees deducted directly from their custodial accounts but may be billed for such fees in certain circumstances. When advisory fees are deducted directly from their custodial account(s), the client’s IMA and/or the custodial/clearing agreement will OneDigital Page 9 of 35 Form ADV, Part 2A  authorize the custodian to debit advisory fees from the client’s custodial account(s) and authorize the custodian to remit such fees to OneDigital. In the limited event that OneDigital bills client directly for its advisory fees, payment is generally due upon client’s receipt of OneDigital’s invoice. Third-party asset manager fee arrangements may vary materially from one third-party asset manager to another and from OneDigital. Clients should be aware that they may be able to obtain the same or similar services offered by one third-party asset manager from another third-party asset manager or from OneDigital directly for a lower fee. Clients should carefully review the third-party asset manager’s Form ADV, Part 2A (i.e., disclosure brochure) and, if applicable, any agreement between the third-party asset manager and client, for information on the third- party asset manager’s fee calculation methodology, the method by which it values assets for fee calculation purposes, and its practices with respect to fee proration. Clients should be aware that fees for services provided by third-party asset managers are typically not included in OneDigital’s advisory fees and are, instead, usually deducted from the client’s applicable custodial account(s) by the third-party asset manager as a separate charge. Clients are solely responsible for verifying the accuracy of any third-party asset manager fees deducted from their account(s). Fees charged by Sub-Advisers, but generally not TPAMs, are negotiated by OneDigital collectively for all clients. INSURANCE ADVISORY FEES Insurance advisory fees charged by OneDigital are calculated and determined in the same manner and under the same terms and conditions as the client’s investment advisory fee, except that (i) instead of using the market value of the assets under OneDigital’s management to calculate fees, the cash value of the insurance products sold by DPL Financial Partners, LLC (“DPL”) to the client is used, (ii) for insurance advisory fees billed in advance, instead of using the date that the new assets came under OneDigital’s management, the date the insurance product was purchased by the client is used, (iii) with respect to clients electing to have their insurance advisory fees automatically deducted as opposed to being billed directly to them, instead of deducting fees directly from the client’s custodial accounts, fees will be deducted directly from the cash value of the client’s insurance products and (iv) while the insurance advisory fee rate and the investment advisory fee rate are typically the same, different fee rates may apply to both services. FINANCIAL PLANNING FEES OneDigital’s financial planning fees are based on either a one-time flat fee basis billed in advance, an annual flat fee basis billed monthly or quarterly in advance, or an hourly fee basis billed in arrears, but are fully negotiable in all cases. As financial planning services are not regular in terms of the timing of when work is completed, fees collected in advance are deemed to be fully earned by OneDigital on the first day of the billing period and, consequently, unless a financial planning arrangement is terminated after billing but before the first day of the billing OneDigital Page 10 of 35 Form ADV, Part 2A  period, no refund will be given to clients. FAMILY OFFICE FEES Fees for family office services are based on either a one-time flat fee basis billed in advance or an annual flat fee basis billed quarterly in advance but are fully negotiable in all cases. As family office services are not regular in terms of the timing of when work is completed, fees collected in advance are deemed to be fully earned by OneDigital on the first day of the billing period and, consequently, unless a family office arrangement is terminated after billing but before the first day of the billing period, no refund will be given to clients. ADMINISTRATIVE FEE Clients may be charged an annual administrative fee that is billed quarterly for each custodial account managed and/or reported on by OneDigital. ORION CUSTOM INDEXING Certain accounts utilizing Orion Custom Indexing (“OCI”) will be charged a fee based on a percentage of the market value of the account utilizing OCI. Such fees are calculated and billed in the same manner as OneDigital’s investment advisory fees. WEALTH, INC. ACCESS FEE Clients seeking help with estate planning needs may obtain access to Wealth, Inc.’s technology platform, which can facilitate the preparation of various estate planning documents. Wealth, Inc.’s services are completely independent of OneDigital’s services. While OneDigital charges a one-time flat fee for access to Wealth, Inc.’s technology platform, access and use of Wealth, Inc.’s technology platform is entirely at client’s risk. OneDigital does not provide and is not licensed to provide legal advice, does not make any guarantees as to Wealth, Inc.’s services, and does not oversee, supervise or quality control check any services provided by Wealth, Inc. FEE DIFFERENTIALS Advisory fee arrangements with clients will vary from client to client based on various objective and subjective factors, which include, but are not limited to, the amount of assets placed under OneDigital’s management, the types of securities to be managed by OneDigital, the level and scope of the overall investment advisory services to be rendered, and the complexity of the engagement. Consequently, two similar clients may have materially different advisory fee arrangements with OneDigital. Although OneDigital believes that its fees are reflective of the value of the services that OneDigital provides to each client, clients should be aware that the services provided by OneDigital may be available from other investment advisers for a lower fee. Clients, consequently, are encouraged to review and assess the services that OneDigital offers OneDigital Page 11 of 35 Form ADV, Part 2A  and make their own independent determinations regarding OneDigital’s investment advisory fees prior to entering into an investment advisory agreement with OneDigital. OTHER FEES AND EXPENSES CLIENTS MAY PAY OneDigital’s investment advisory fees are exclusive of bank service fees, interest on loans and debit balances, wire transfer and electronic fund transfer fees, interest on margin accounts, borrowing charges on securities sold short, odd-lot differential fees, transfer taxes, and other fees and taxes on brokerage accounts and securities transactions. OneDigital’s investment advisory fees are also exclusive of brokerage commissions and/or transaction fees for effecting securities transactions (e.g., transaction fees for certain no-load mutual funds, commissions on stocks/equity securities, asset-based pricing service fees) and custodial fees. Please see the “Item 12 – Brokerage Practices” section below for discussions regarding certain expenses and brokerage which may be relevant to this discussion of fees and your assessment of OneDigital’s services. Clients should also be aware that OneDigital may recommend ETFs and mutual funds as part of its investment strategies. Investments in ETFs, mutual funds, including closed-end mutual funds, and private investment funds, however, generally include an embedded investment advisory fee paid to an unaffiliated third-party asset manager. As such, clients with investments in these types of securities are subject to two layers of investment advisory fees. Item 6 – Performance Based Fee and Side-by-Side Management Neither OneDigital nor any IAR of OneDigital accepts performance-based fees. Item 7 – Types of Clients OneDigital’s clients primarily include individuals, high net worth individuals, trusts, endowments, foundations, charitable organizations, retirement plans and corporations. OneDigital does not impose any minimum requirements in order to establish a client relationship, however, Sub-Advisers and TPAMs recommended by OneDigital may impose minimum account opening balance requirements in order to establish a client relationship. Clients who are recommended a Sub-Adviser and/or TPAM should carefully review their Form ADV, Part 2A (i.e., disclosure brochure) for any applicable account opening requirements. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss METHODS OF ANALYSIS OneDigital Page 12 of 35 Form ADV, Part 2A  IARs and/or OneDigital may use one or a combination of the following methods of securities analysis, directly or indirectly, as part of their overall investment management discipline. Fundamental Analysis This is a technique that attempts to determine a security’s value by focusing on the underlying factors that affect a company’s actual business and its prospects. Fundamental analysis is about using real data to evaluate a security’s value. It refers to the analysis of the economic well-being of a financial entity as opposed to only its price movements. One of the primary assumptions of fundamental analysis is that the market price for a security does not fully reflect the security’s “real” value. OneDigital and/or IARs may evaluate a combination of qualitative and quantitative factors to identify undervalued securities, based on both macroeconomic factors, such as the overall economy and industry conditions, and company-specific factors such as financial condition and management. Technical Analysis This is a technique that attempts to determine a security’s value by developing models and trading rules based on price and volume transformation. Technical analysis assumes that market prices reflect all relevant information, so the analysis focuses on the history of a security’s trading behavior rather than external drivers such as economic, fundamental and news events. The practice of technical analysis incorporates the importance of understanding how market participants perceive and act on relevant information rather than focusing on the information itself. Ultimately, technical analysts develop trading models and rules by evaluating factors such as trends, market participant behaviors, supply and demand and pricing patterns and correlations. Cyclical Analysis This is a technique that analyzes historical relationships between price and market trends, to forecast the direction of prices. OneDigital and/or IARs may use cyclical analysis in conjunction with other strategies to help determine if shifts are required for its clients’ investment strategies depending on long and short-term trends in financial markets and the performance of the overall national and global economy. Research IARs have access to various research reports and/or sources as well as model portfolios, discussed further below, that they may utilize in determining the investment advice to be given to the client. IARs chooses their own research methods, investment styles and management philosophies. Although OneDigital may distribute recommendations to IARs on various topics such as asset allocation, individual securities or investment strategies, IARs may elect not to follow those recommendations in providing investment advice to clients. The following are some types of research that may be utilized by OneDigital and/or its IARs in determining the investment advice to be given to a client: Morningstar reports, financial newspapers and OneDigital Page 13 of 35 Form ADV, Part 2A  magazines (e.g., the Wall Street Journal, Forbes, etc.), annual reports, prospectuses, research materials prepared by others, SEC filings, press releases, corporate rating services, and company websites. INVESTMENT STRATEGIES As noted above, each IAR determines their own investment styles and management philosophies that they utilize in providing investment advice to clients. Consequently, while OneDigital offers a wide variety of investment strategies to its clients, the availability of any particular investment strategy, including OneDigital Models, is dependent on the IAR. Investment strategies utilized by IARs, including OneDigital Models, may involve the frequent trading of securities, which may result in increased brokerage and other transaction costs and taxes for clients. The following describes the OneDigital Models currently offered: • Core Strategy: The Core models seek to achieve optimal risk-adjusted returns over the long-term and are constructed in a scalable, cost-efficient way using ETFs in an open architecture framework. The Core models are rebalanced quarterly. • Tax-Aware Core Strategy: The Tax-Aware Core models seek to achieve optimal risk- adjusted after-tax returns over the long-term with a preference for tax-exempt fixed income. The models are constructed in a scalable, cost-efficient way using ETFs in an open architecture framework. The Tax-Aware Core models are rebalanced annually. • California Tax-Aware Core Strategy: The California Tax-Aware Core models seek to achieve optimal risk-adjusted after-tax returns over the long-term with a preference for California tax-exempt fixed income. The models are constructed in a scalable, cost- efficient way using ETFs in an open architecture framework. The California Tax-Aware Core models are rebalanced annually. • Sustainable Strategy: The Sustainable models seek to achieve optimal risk-adjusted returns over the long-term similar to the Core models but with a preference for investments that provide exposure to Environmental, Social and Corporate Governance (ESG) principles. The models are constructed in a scalable, cost-efficient way using ETFs in an open architecture framework. The Sustainable models are rebalanced quarterly. • Target Income Strategy: The Target Income models seek exposure to fixed income investments with the goal of generating current income and, to a lesser extent, long-term capital appreciation, using the Bloomberg US Aggregate Bond Index as its benchmark target. • DFA Core Market Strategy: The DFA Core Market models are globally diversified, risk- balanced portfolios designed to pursue higher expected returns while managing risks and controlling costs and are founded on research that suggests that securities with certain OneDigital Page 14 of 35 Form ADV, Part 2A  investment factors persistently offer higher expected returns relative to the markets in general. For equities, those factors are size, value, and profitability, and for fixed income, those factors are duration, credit quality, and currency of issuance. The models place a modest emphasis on securities with higher expected returns. • DFA Core Strategy: The DFA Core models are globally diversified, risk-balanced portfolios designed to pursue higher expected returns while managing risks and controlling costs and are founded on research that suggests that securities with certain investment factors persistently offer higher expected returns relative to the markets in general. For equities, those factors are size, value, and profitability, and for fixed income, those factors are duration, credit quality, and currency of issuance. The models place a moderate emphasis on securities with higher expected returns. • DFA Core Plus Strategy: The DFA Core Plus models are globally diversified, risk- balanced portfolios designed to pursue higher expected returns while managing risks and controlling costs and are founded on research that suggests that securities with certain investment factors persistently offer higher expected returns relative to the markets in general. For equities, those factors are size, value, and profitability, and for fixed income, those factors are duration, credit quality, and currency of issuance. The models place a strong emphasis on securities with higher expected returns. • Avantis Equity Strategy: The Avantis Equity strategy seeks to outperform the broad equity market by investing in a diversified portfolio of US and global equities, both developed and emerging market, with a tilt toward value investing as exemplified by the strategy’s focus on overweighting small-cap companies with high book-to-price ratios and underweighting mega-cap companies with low book-to-price ratios. • Avantis/PIMCO Strategy: The Avantis/PIMCO models are constructed by combining the Avantis Equity strategy and the Taxable Enhanced Core strategy in 20% increments. • T. Rowe US Equity Strategy: The T. Rowe US Equity models seek to deliver diversified exposure to the U.S. equity markets. Based on the portfolio manager’s strategic, tactical, and/or opportunistic views, investments will be actively selected in order to gain exposure to certain investment styles or market capitalizations while remaining mindful of active risk. • The T. Rowe/PIMCO Strategy: The T. Rowe/PIMCO models are constructed by combining the T. Rowe US Equity strategy and the Taxable Enhanced Core Plus strategy in 20% increments. • Taxable Enhanced Core Strategy: The Taxable Enhanced Core strategy seeks to improve upon the low yields and high-interest-rate risk of passive bond strategies while preserving OneDigital Page 15 of 35 Form ADV, Part 2A  equity diversification. It invests in a broadly diversified portfolio of PIMCO Fixed Income Exchange Traded Funds (ETFs), which include short-term treasuries, short-term corporate bonds, mortgage-backed securities, investment grade corporate bonds, and high-yield corporate bonds. • Taxable Enhanced Core Plus Strategy: The Taxable Enhanced Core Plus strategy is similar to the Taxable Enhanced Core strategy but is permitted to invest in additional sectors and/or fixed income asset classes that may offer higher yields and returns. • Global Tactical Strategy: The Global Tactical models use macroeconomic, fundamental, sentiment and trend indicators in a quantitative framework in order to tactically select ETFs for investment and to determine which asset classes, sectors, and geographic regions to overweight/underweight exposure to. Due to the tactical nature of this strategy, the models may, depending on market conditions, hold large cash positions and experience high portfolio turnover and frequent trading. The models are not managed for tax efficiency. • Structural Alpha Strategy: The Structural Alpha models seek to generate alpha without materially increasing portfolio risk through the efficient use of diversification and leverage using ETFs that provide exposure to core asset classes, equity and downside hedges, as well as non-traditional fixed income and liquid alternatives. • Global Leaders Strategy: The Global Leaders strategy seeks to buy quality businesses with strong prospects for outsized returns by investing in stocks that have secular drivers for growth as market share leaders within a nascent market. The strategy utilizes fundamental analysis in order to select between 25-35 stocks for investment, with approximately 30% exposure to foreign equities through ADRs. • US Leaders Strategy: The US Leaders strategy seeks to buy quality businesses with strong prospects for outsized returns by investing in stocks that have secular drivers for growth as market share leaders within a nascent market. The strategy utilizes fundamental analysis in order to select 30-40 domestic stocks for investment. The development and maintenance of the Core, Tax-Aware Core, California Tax-Aware Core, Sustainable, and Target Income strategies (collectively, “Core Models”) are materially supported by BlackRock Fund Advisors and/or its affiliates, including BlackRock Investments, LLC (collectively, “BlackRock”), which provides OneDigital with investment research, model recommendations and marketing support at no cost. Research and recommendations provided by BlackRock to OneDigital, however, predominantly favor the use of iShares mutual funds and ETFs, which are distributed by BlackRock. While OneDigital is under no obligation to utilize iShares ETFs in the management of the Core Models, such models will predominantly and sometimes exclusively utilize iShares ETFs in their construction. This creates a material conflict OneDigital Page 16 of 35 Form ADV, Part 2A  of interest for OneDigital as the receipt of such services from BlackRock reduces OneDigital’s operating costs, which creates an incentive for OneDigital to recommend and utilize products sponsored or distributed by BlackRock in the management of all client accounts. Clients of OneDigital invested in the Core Models may incur commissions/loads, transaction fees or short- term redemption fees when purchasing iShares mutual funds and/or ETFs. Clients should be aware that mutual funds and/or ETFs that are not sponsored or distributed by BlackRock that are comparable to iShares mutual funds and/or ETFs, with potentially lower internal expense ratios, may be available for investment without incurring any commissions/loads, transaction fees or short-term redemption fees. The development and maintenance of the DFA Core Market, DFA Core, and DFA Core Plus strategies (“DFA Models”) are materially supported by Dimensional Fund Advisors LP and/or its affiliates (collectively, “DFA”), which provides OneDigital with investment research, models and marketing support at no cost. Research and recommendations provided by DFA to OneDigital, however, predominantly favor the use of ETFs that are sponsored, managed, or distributed by DFA (collectively, “DFA Funds”). OneDigital, however, is under no obligation to utilize DFA Funds in the management of the DFA Models. The receipt of such services from DFA, however, reduces OneDigital’s operating costs, which creates an incentive for OneDigital to recommend and utilize DFA Funds in the management of all client accounts. Clients of OneDigital invested in the DFA Models may incur commissions or transaction fees when purchasing or selling DFA Funds. Clients should be aware that mutual funds and/or ETFs with lower internal expense ratios and/or which are available without incurring any commissions or transactions fees that are otherwise comparable to the DFA Funds may be available for investment. The development and maintenance of the Avantis Equity and Avantis/PIMCO strategies (collectively, “Avantis Models”) are materially supported by American Century Investment Management Inc. (“ACIM”), which provides OneDigital with investment research, models and marketing support at no cost. Research and recommendations provided by ACIM to OneDigital, however, predominantly favor the use of ETFs that are sponsored, managed, or distributed by ACIM or its affiliates (collectively, “Avantis Funds”). OneDigital, however, is under no obligation to utilize Avantis Funds in the management of the Avantis Models. The receipt of such services from ACIM, however, reduces OneDigital’s operating costs, which creates an incentive for OneDigital to recommend and utilize Avantis Funds in the management of all client accounts. Clients of OneDigital invested in the Avantis Models may incur commissions or transaction fees when purchasing or selling Avantis Funds. Clients should be aware that mutual funds and/or ETFs with lower internal expense ratios and/or which are available without incurring any commissions or transactions fees that are otherwise comparable to the Avantis Funds may be available for investment. The development and maintenance of the T. Rowe US Equity and T. Rowe/PIMCO Core Plus strategies (collectively, “T. Rowe Models”) are materially supported by T. Rowe Price Associates, Inc. (“T. Rowe Price”), which provides OneDigital with investment research, OneDigital Page 17 of 35 Form ADV, Part 2A  models and marketing support at no cost. Research and recommendations provided by T. Rowe Price to OneDigital, however, predominantly favor the use of ETFs that are sponsored, managed, or distributed by T. Rowe Price or its affiliates (collectively, “T. Rowe Funds”). OneDigital, however, is under no obligation to utilize T. Rowe Funds in the management of the T. Rowe Models. The receipt of such services from T. Rowe Price, however, reduces OneDigital’s operating costs, which creates an incentive for OneDigital to recommend and utilize T. Rowe Funds in the management of all client accounts. Clients of OneDigital invested in the T. Rowe Models may incur commissions or transaction fees when purchasing or selling T. Rowe Funds. Clients should be aware that mutual funds and/or ETFs with lower internal expense ratios and/or which are available without incurring any commissions or transactions fees that are otherwise comparable to the T. Rowe Funds may be available for investment. The development and maintenance of the Taxable Enhanced Core, Taxable Enhanced Core Plus, Avantis/PIMCO and T. Rowe/PIMCO Core Plus strategies (collectively, “PIMCO Models”) are materially supported by Pacific Investment Management Company LLC (“PIMCO”), which provides OneDigital with investment research, models and marketing support at no cost. Research and recommendations provided by PIMCO to OneDigital, however, predominantly favor the use of ETFs that are sponsored, managed, or distributed by PIMCO or its affiliates (collectively, “PIMCO Funds”). OneDigital, however, is under no obligation to utilize PIMCO Funds in the management of the PIMCO Models. The receipt of such services from PIMCO, however, reduces OneDigital’s operating costs, which creates an incentive for OneDigital to recommend and utilize PIMCO Funds in the management of all client accounts. Clients of OneDigital invested in the PIMCO Funds may incur commissions or transaction fees when purchasing or selling PIMCO Funds. Clients should be aware that mutual funds and/or ETFs with lower internal expense ratios and/or which are available without incurring any commissions or transactions fees that are otherwise comparable to the PIMCO Funds may be available for investment. The development and maintenance of the Global Tactical strategy is materially supported by Donald L. Hagan, LLC (“Day Hagan”), which provides OneDigital with investment research, models and marketing support at no cost. Research and recommendations provided by Day Hagen to OneDigital, however, predominantly favor the use of ETFs that are sponsored, managed, or distributed by Day Hagan or its affiliates (collectively, “Day Hagan Funds”). OneDigital, however, is under no obligation to utilize Day Hagan Funds in the management of the Global Tactical strategy. The receipt of such services from Day Hagan, however, reduces OneDigital’s operating costs, which creates an incentive for OneDigital to recommend and utilize Day Hagan Funds in the management of all client accounts. Clients of OneDigital invested in the Global Tactical strategy may incur commissions or transaction fees when purchasing or selling Day Hagan Funds. Clients should be aware that mutual funds and/or ETFs with lower internal expense ratios and/or which are available without incurring any commissions or transactions fees that are otherwise comparable to the Day Hagan Funds may be available for investment. OneDigital Page 18 of 35 Form ADV, Part 2A  The development and maintenance of the Structural Alpha strategy is materially supported by WisdomTree Asset Management, Inc. (“WisdomTree”), which provides OneDigital with investment research, models and marketing support at no cost. Research and recommendations provided by WisdomTree to OneDigital, however, predominantly favor the use of ETFs that are sponsored, managed, or distributed by WisdomTree or its affiliates (collectively, “WisdomTree Funds”). OneDigital, however, is under no obligation to utilize WisdomTree Funds in the management of the Structural Alpha strategy. The receipt of such services from WisdomTree, however, reduces OneDigital’s operating costs, which creates an incentive for OneDigital to recommend and utilize WisdomTree Funds in the management of all client accounts. Clients of OneDigital invested in the Structural Alpha strategy may incur commissions or transaction fees when purchasing or selling WisdomTree Funds. Clients should be aware that mutual funds and/or ETFs with lower internal expense ratios and/or which are available without incurring any commissions or transactions fees that are otherwise comparable to the WisdomTree Funds may be available for investment. RISK OF LOSS All investing involves risk of loss, including the possible loss of all amounts invested. No methodology or investment strategy is guaranteed to be successful or profitable. Furthermore, different types of investments involve varying degrees of risk, and it should not be assumed that the future performance of any specific investment or investment strategy, including the investments and/or investment strategies recommended or undertaken by OneDigital, will be profitable or equal any specific performance level(s). While OneDigital uses tools to try to reduce risk, the risk of loss always exists. In some cases, the amount of potential loss may exceed the amount of principal invested if leveraging tactics, such as margin or short selling, are used in the management of your account. Investing generally works best when we understand your risk tolerance and when you communicate any changes to your investment objectives, financial circumstances and/or tolerance for risk to us promptly. A number of material risks associated with OneDigital’s investment strategies and the securities used to implement those strategies are set forth below. The following, however, is not meant to be a complete description of risks as OneDigital does not primarily recommend any particular type of security or investment strategy but rather tailors its recommendations to the needs of its clients. • Advisory / Management Risk: There is no guarantee that OneDigital’s judgment or investment decisions will necessarily produce the intended results. OneDigital’s judgment may prove to be incorrect, which could result in clients not achieving their investment objectives. • Alternative Investments Risk: Alternative investments as well as securities that invest primarily in alternative investments and/or strategies may not be suitable for all investors and involve special risks, such as risks associated with commodities, real estate, leverage, OneDigital Page 19 of 35 Form ADV, Part 2A  selling securities short, derivatives, structured products and potential illiquidity. • Cash or Cash Equivalents Risk: When holding cash or cash equivalents, there is the risk that the value of the cash account, including interest, will not keep pace with inflation, thus reducing purchasing power over time. • Closed-End / Interval Funds Risk: Closed-end funds may not give investors the right to redeem their shares and a secondary market may not exist. Therefore, clients may not be able liquidate all or a portion of their shares in these types of funds. While the fund may from time to time offer to repurchase shares, it is not obligated to do so unless the fund has been structured as an interval fund. In the case of interval funds, the fund will provide limited liquidity to shareholders by offering to repurchase a limited number of shares on a periodic basis, but there is no guarantee that clients will be able to sell all of their shares in any particular repurchase offer. Repurchase offer programs may also be suspended under certain circumstances. • Commodity Risk: Investments related to commodities may be more volatile than traditional securities and the value of physical commodity-linked investments may be affected by changes in overall market movements, foreign currency exchange rates, commodity index volatility, changes in interest rates, or supply and demand factors affecting a particular industry or underlying commodity market. • Concentration Risk: To the extent a client account concentrates its investments by investing a significant portion of its assets in the securities of a single issuer, industry, sector, county or region, the overall adverse impact on the client of adverse developments in the business of such issuer, such industry, or such government could be considerably greater than if they did not concentrate their investments to such extent. • Credit / Counterparty Risk: Certain securities, such as exchanged-traded notes (i.e., ETNs), index and bond futures, and structured products (e.g., digital barrier notes, contingent coupon callable yield notes, auto-callable step-up notes) are exposed to the risk that adverse economic events (e.g., bankruptcy or insolvency) may prevent the issuer or counterparty of a security from meeting its financial obligations thus impairing or erasing the value of the security. • Currency Risk: Changes in exchange rates between foreign currencies and the U.S. dollar may negatively affect the value of investments in foreign securities. • Exchange-Traded Funds Risk: ETF shares may trade at a discount or premium to their net asset value. This difference between the bid price and the ask price is often referred to as the “spread,” which generally varies based on the ETF’s trading volume and market liquidity. Although many ETFs are registered as investment companies under the Investment Company Act of 1940, some ETFs, in particular those that invest in commodities, are not registered as an investment company. • Focused Investment Risk / Lack of Diversification Risk: A strategy which invests in a focused portfolio of securities may be subject to increased risk because changes in the value of one of the securities may have a greater impact on the total value of the portfolio than if the portfolio is invested in a large number of issuers. • Foreign Investment Risk: Investments in securities of foreign issuers may involve risks OneDigital Page 20 of 35 Form ADV, Part 2A  that include fluctuations in currency exchange rates, political instability, confiscations, taxes or restrictions on currency exchange, difficulty in selling foreign investments, and reduced legal protections. These risks may be more pronounced for investments in developing countries. • • Frequent Trading Risk: A strategy involving the frequent trading of securities generally results in significantly higher portfolio turnover rates and can negatively affect investment performance due to increased brokerage commissions, transactions fees and expenses and/or financing charges. In addition, frequent trading is likely to result in short-term capital gains tax treatment. Interest-Rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. This effect is typically more pronounced for intermediate and longer-term obligations. • Leveraged ETF Risk: The use of leverage by an ETF may enhance the fund’s return in up markets but exacerbate returns in bad markets and the more leverage that a fund uses, the more the leverage will magnify the fund’s gains or losses. Due to the complexity and structure of these funds, they will often not perform in direct or inverse correlation to the underlying index or asset. • Liquidity Risk: Due to a lack of demand in the marketplace or other factors, it may not be possible to sell certain securities promptly or it may only be possible to sell certain securities at less than desired prices making it difficult to value the security or sell it in a timely manner at an acceptable price. • Margin Risk: If the securities in a margin account decline in value, the value of the collateral supporting the margin loan also declines, which could result in a margin call that could (1) force you to sell securities or other assets in the account, (2) result in the broker-dealer selling your securities or other assets without contacting you, and/or (3) result in the broker-dealer moving securities from your other account(s) to your margin account and pledging the transferred securities. Additionally, since you are borrowing funds to purchase securities, you can incur losses greater than the amount of your investment. • Market Risk: The price of any security, including bonds or mutual funds 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 and social conditions may trigger market events. • Model Risk: All models utilized in the management of client accounts carry the risk that the model might be based on one or more incorrect assumptions. • Options Risk: There are risks associated with the sale and purchase of call and put options. The seller (writer) of a put option tends to lose money if the value of the reference index or security falls below the strike price. The seller (writer) of a call option tends to lose money if the value of the reference index or security rises above the strike price. The buyer of a put or call option risks losing the entire premium invested in the option if the value of the reference index or security is such that the option is not exercised before it expires. When writing covered call options, there is the additional risk that you may no longer own the underlying security if it is called away. OneDigital Page 21 of 35 Form ADV, Part 2A  • Private Investment Funds Risk: Investments in private investment funds pose greater risks for clients than investments in publicly-traded securities because (1) of their lack of liquidity, as there is no secondary trading market available; (2) of their lack of transparency; (3) they may involve complex tax structures; (4) there may be delays in distributing important tax information; and (5) of the existence of other material risks described in their offering materials, which should be read carefully by clients before investing. • Qualified Opportunity Zones Risk: Investments in qualified opportunity zones are subject to additional risks beyond those inherent in investing generally. These risks include, but are not limited to: (1) the risk of investing in real estate, which include, among others, inability to collect rent, vacancies, inflation, increases to operating costs, adverse changes in laws and regulations, changing market demographics, (2) the risk that the investment in a qualified opportunity zone may not qualify under Section 1031 of the Internal Revenue Code of 1986, as amended, for tax-deferred exchange treatment for reinvestment of proceeds into similar property, and (3) the risk that changes in laws or regulations may negatively impact the tax treatment of investments in qualified opportunity zones. • Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e., interest rate). This primarily relates to fixed income securities. • Short Selling Risk: When short selling, there is the risk that the securities borrowed in connection with a short sale would need to be returned to the securities lender on short notice. If such request for return of securities occurs at a time when other short sellers of the security are receiving similar requests, a “short squeeze” can occur, wherein the seller might be compelled, at the most disadvantageous time, to replace the borrowed securities previously sold short with purchases on the open market, possibly at prices significantly in excess of the proceeds received earlier. the investment held in • Structured Products Risk: Structured products are securities derived from another asset, such as a basket of securities or an index. Structured products frequently limit the upside participation in the reference asset, are senior unsecured debt of the issuing entity and are subject to the credit risk associated with the issuer. This credit risk exists regardless of whether the account offers principal protection. The creditworthiness of the issuer does not affect or enhance the likely performance of the investment other than the ability of the issuer to meet its obligations. In addition, the trading price of the security in the secondary market, if there is one, may be adversely impacted if the issuer’s credit rating is downgraded, there may be little or no secondary market for the security, and information regarding independent market pricing for the security may be limited. Item 9 – Disciplinary Information Neither OneDigital nor any of its management persons have been the subject of any legal or OneDigital Page 22 of 35 Form ADV, Part 2A  disciplinary events that are material to an evaluation of OneDigital’s advisory business or the integrity of its management. Item 10 – Other Financial Industry Activities and Affiliations Registered Representatives: Certain IARs, including OneDigital’s President, in their individual capacities separate from OneDigital, are registered representatives of broker-dealers that are unaffiliated with and independent of OneDigital (“Registered Representatives”). Registered Representatives may recommend and/or sell certain investment products on a commission basis to clients. The receipt of commission compensation by Registered Representatives, however, creates a conflict of interest as the recommendation to purchase an investment product may have initially resulted from one or more services provided to the client by OneDigital and may have been influenced by the commission compensation to be received, rather than solely on the needs and best interests of the client. OneDigital addresses this conflict of interest by disclosing the conflict in this Disclosure Brochure and reminding clients that they are under no obligation to use the brokerage services of Registered Representatives. Insurance Agents: OneDigital (NPN# 20712934) and some of its affiliates that either control or are under common control with OneDigital are licensed insurance agencies and IARs may be licensed insurance agents (collectively with OneDigital and its affiliated insurance agencies, “Insurance Agents”) and, in such capacities, may recommend and/or sell certain insurance products on a commission basis to clients. The receipt of commission compensation by Insurance Agents, however, creates a conflict of interest as the recommendation to purchase an insurance product may have resulted from financial planning services provided to the client by OneDigital and may have been influenced by the commission compensation to be received, rather than solely on the needs and best interests of the client. OneDigital addresses these conflicts of interest by disclosing them in this Disclosure Brochure and reminding clients that they are under no obligation to use the insurance services of Insurance Agents. Digital Insurance LLC (NPN# 3698440): OneDigital and/or its IARs may recommend that clients engage Digital Insurance LLC, a licensed insurance agency and parent company of OneDigital, for the provision of (1) tax, (2) corporate advisory/business consulting, and/or (3) insurance services either in conjunction with OneDigital’s service offerings as part of a comprehensive suite of services or on a stand-alone basis. As such recommendation may result in a financial benefit to OneDigital’s parent company, OneDigital and/or its IARs have a conflict of interest when recommending the services of Digital Insurance LLC to clients. Clients are reminded that they are under no obligation to utilize Digital Insurance LLC’s products and/or services. DPL Financial Partners, LLC (“DPL”, NPN# 18412895): OneDigital has entered into a Membership Agreement with DPL, which operates a turnkey insurance management platform. As a result of OneDigital’s membership, clients have access to a variety of insurance products OneDigital Page 23 of 35 Form ADV, Part 2A  (e.g., life insurance, variable annuities, fixed index annuities, single premium immediate annuities, buffer annuities, fixed annuities) that are generally commission-free. Consequently, the insurance products available from DPL will oftentimes differ from those available from IARs as licensed insurance agents or from other third-party insurance agents. As part of its service offering, DPL receives compensation from OneDigital in the form of an annual membership fee and compensation from the carriers that underwrite the insurance products sold by DPL in the form of an administrative fee. OneDigital does not share in any compensation received by DPL but assesses an Insurance Advisory Fee based on the cash value of the insurance products sold by DPL to clients. DPL also sponsored OneDigital’s Summit 2025, which reduced the cost to OneDigital of hosting the event and thus creates a conflict of interest for OneDigital because it created an incentive for OneDigital to favor DPL when recommending insurance products to clients. OneDigital addresses this conflict of interest by disclosing it in this Disclosure Brochure and reminding clients that they are under no obligation to utilize DPL’s products and/or services. BlackRock Fund Advisors (“BlackRock”, CRD No. 105247): BlackRock provides OneDigital with investment research, models and/or technology at no cost, which is used in the development and maintenance of the Core Models. OneDigital’s receipt of these benefits creates a conflict of interest for OneDigital because it reduces OneDigital’s operating costs, which, in turn, creates an incentive for OneDigital to recommend BlackRock’s products and/or services to clients. In addition, BlackRock provides or may provide discounted or free attendance to conferences, meetings and other educational or social events, which may include full coverage of travel expenses; provides or may provide direct or indirect financial support to OneDigital in hosting its own meetings or training events; and sponsored OneDigital’s Summit 2025 thereby reducing OneDigital’s cost of hosting the event. Clients should be aware that OneDigital’s receipt of these benefits and sponsorships creates an additional conflict of interest and incentive for OneDigital to recommend BlackRock’s products and/or services to clients. OneDigital addresses these conflicts of interest by (1) providing disclosure of the relationship and the associated conflicts of interest to clients in this Disclosure Brochure and (2) reminding clients that they have the ability to impose reasonable restrictions on the securities or types of securities to be held in their portfolios, including a restriction on the purchase and/or use of BlackRock’s products and/or services. Dimensional Fund Advisors LP (“DFA”, CRD No. 106482): DFA provides OneDigital with investment research, models and marketing support at no cost, which is used in the development and maintenance of the DFA Models. OneDigital’s receipt of these benefits creates a conflict of interest for OneDigital because it reduces OneDigital’s operating costs, which, in turn, creates an incentive for OneDigital to recommend DFA’s products and/or services to clients. In addition, DFA provides or may provide discounted or free attendance to conferences, meetings and other educational or social events, which may include full coverage of travel expenses, and sponsored OneDigital’s Summit 2025 thereby reducing OneDigital’s cost of hosting the event. Clients should be aware that OneDigital’s receipt of these benefits and sponsorships creates an additional conflict of interest and incentive for OneDigital to recommend DFA’s products and/or services to clients. OneDigital addresses these conflicts of interest by (1) providing disclosure of the OneDigital Page 24 of 35 Form ADV, Part 2A  relationship and the associated conflicts of interest to clients in this Disclosure Brochure and (2) reminding clients that they have the ability to impose reasonable restrictions on the securities or types of securities to be held in their portfolios, including a restriction on the purchase and/or use of DFA’s products and/or services. American Century Investment Management Inc. (“ACIM”, CRD No. 105778): ACIM provides OneDigital with investment research, models and marketing support at no cost, which is used in the development and maintenance of the Avantis Models. OneDigital’s receipt of these benefits creates a conflict of interest for OneDigital because it reduces OneDigital’s operating costs, which, in turn, creates an incentive for OneDigital to recommend ACIM’s products and/or services to clients. In addition, ACIM sponsored OneDigital’s Summit 2025 thereby reducing OneDigital’s cost of hosting the event. Clients should be aware that the sponsorship creates an additional conflict of interest and incentive for OneDigital to recommend ACIM’s products and/or services to clients. OneDigital addresses these conflicts of interest by (1) providing disclosure of the relationship and the associated conflicts of interest to clients in this Disclosure Brochure and (2) reminding clients that they have the ability to impose reasonable restrictions on the securities or types of securities to be held in their portfolios, including a restriction on the purchase and/or use of ACIM’s products and/or services. T. Rowe Price Associates, Inc. (“T. Rowe Price”, CRD No. 105496): T. Rowe Price provides OneDigital with investment research, models and marketing support at no cost, which is used in the development and maintenance of the T. Rowe Models. OneDigital’s receipt of these benefits creates a conflict of interest for OneDigital because it reduces OneDigital’s operating costs, which, in turn, creates an incentive for OneDigital to recommend T. Rowe Price’s products and/or services to clients. In addition, T. Rowe Price sponsored OneDigital’s Summit 2025 thereby reducing OneDigital’s cost of hosting the event. Clients should be aware that the sponsorship creates an additional conflict of interest and incentive for OneDigital to recommend T. Rowe Price’s products and/or services to clients. OneDigital addresses these conflicts of interest by (1) providing disclosure of the relationship and the associated conflicts of interest to clients in this Disclosure Brochure and (2) reminding clients that they have the ability to impose reasonable restrictions on the securities or types of securities to be held in their portfolios, including a restriction on the purchase and/or use of T. Rowe Price’s products and/or services. Pacific Investment Management Company LLC (“PIMCO”, CRD No. 104559): PIMCO provides OneDigital with investment research, models and marketing support at no cost, which is used in the development and maintenance of the PIMCO Models. OneDigital’s receipt of these benefits creates a conflict of interest for OneDigital because it reduces OneDigital’s operating costs, which, in turn, creates an incentive for OneDigital to recommend PIMCO’s products and/or services to clients. In addition, PIMCO sponsored OneDigital’s Summit 2025 thereby reducing OneDigital’s cost of hosting the event. Clients should be aware that the sponsorship creates an additional conflict of interest and incentive for OneDigital to recommend PIMCO’s products and/or services to clients. OneDigital addresses these conflicts of interest by (1) providing disclosure of the relationship and the associated conflicts of interest to clients in this OneDigital Page 25 of 35 Form ADV, Part 2A  Disclosure Brochure and (2) reminding clients that they have the ability to impose reasonable restrictions on the securities or types of securities to be held in their portfolios, including a restriction on the purchase and/or use of PIMCO’s products and/or services. Donald L. Hagan, LLC (“Day Hagan”, CRD No. 139671): Day Hagan provides OneDigital with investment research, models and marketing support at no cost, which is used in the development and maintenance of the Global Tactical strategy. OneDigital’s receipt of these benefits creates a conflict of interest for OneDigital because it reduces OneDigital’s operating costs, which, in turn, creates an incentive for OneDigital to recommend Day Hagan’s products and/or services to clients. OneDigital addresses this conflict of interest by (1) providing disclosure of the relationship and the associated conflicts of interest to clients in this Disclosure Brochure and (2) reminding clients that they have the ability to impose reasonable restrictions on the securities or types of securities to be held in their portfolios, including a restriction on the purchase and/or use of Day Hagan’s products and/or services. WisdomTree Asset Management, Inc. (“WisdomTree”, CRD No. 139684): WisdomTree provides OneDigital with investment research, models and marketing support at no cost, which is used in the development and maintenance of the Structural Alpha strategy. OneDigital’s receipt of these benefits creates a conflict of interest for OneDigital because it reduces OneDigital’s operating costs, which, in turn, creates an incentive for OneDigital to recommend WisdomTree’s products and/or services to clients. In addition, WisdomTree sponsored OneDigital’s Summit 2025 thereby reducing OneDigital’s cost of hosting the event. Clients should be aware that the sponsorship creates an additional conflict of interest and incentive for OneDigital to recommend WisdomTree’s products and/or services to clients. OneDigital addresses these conflicts of interest by (1) providing disclosure of the relationship and the associated conflicts of interest to clients in this Disclosure Brochure and (2) reminding clients that they have the ability to impose reasonable restrictions on the securities or types of securities to be held in their portfolios, including a restriction on the purchase and/or use of WisdomTree’s products and/or services. SpiderRock Advisors, LLC (“SpiderRock”, CRD No. 171992): OneDigital has a sub-advisory agreement with SpiderRock, a Sub-Adviser, pursuant to which SpiderRock provides OneDigital with various investment strategies that primarily utilize options and/or derivative securities, which SpiderRock implements for certain clients on a discretionary basis. SpiderRock is under common control with BlackRock and as such, the benefits and sponsorship that OneDigital receives from BlackRock creates a conflict of interest and an incentive for OneDigital to recommend SpiderRock’s products and/or services to clients. OneDigital addresses these conflicts of interest by (1) providing disclosure of the relationship and the associated conflicts of interest to clients in this Disclosure Brochure and (2) reminding clients that they have the ability to impose reasonable restrictions on the securities or types of securities to be held in their portfolios, including a restriction on the purchase and/or use of SpiderRock’s products and/or services. OneDigital Page 26 of 35 Form ADV, Part 2A  Invesco Managed Accounts, LLC (“Invesco”, CRD No. 154461): Invesco provides Sub-Adviser or TPAM services to clients of OneDigital. Invesco sponsored OneDigital’s Summit 2025 thereby reducing OneDigital’s cost of hosting the event. Clients should be aware that the sponsorship creates a conflict of interest and incentive for OneDigital to recommend Invesco’s products and/or services to clients. OneDigital addresses these conflicts of interest by (1) providing disclosure of the relationship and the associated conflicts of interest to clients in this Disclosure Brochure and (2) reminding clients that they have the ability to impose reasonable restrictions on the securities or types of securities to be held in their portfolios, including a restriction on the purchase and/or use of Invesco’s products and/or services. J.P. Morgan Investment Management Inc. (“JP Morgan”, CRD No. 107038): JP Morgan provides Sub-Adviser or TPAM services to clients of OneDigital. JP Morgan sponsored OneDigital’s Summit 2025 thereby reducing OneDigital’s cost of hosting the event. Clients should be aware that the sponsorship creates a conflict of interest and incentive for OneDigital to recommend JP Morgan’s products and/or services to clients. OneDigital addresses these conflicts of interest by (1) providing disclosure of the relationship and the associated conflicts of interest to clients in this Disclosure Brochure and (2) reminding clients that they have the ability to impose reasonable restrictions on the securities or types of securities to be held in their portfolios, including a restriction on the purchase and/or use of JP Morgan’s products and/or services. Victory Capital Management Inc. (“Victory”, CRD No. 106189): Victory provides Sub-Adviser or TPAM services to clients of OneDigital. Victory sponsored OneDigital’s Summit 2025 thereby reducing OneDigital’s cost of hosting the event. Clients should be aware that the sponsorship creates a conflict of interest and incentive for OneDigital to recommend Victory’s products and/or services to clients. OneDigital addresses these conflicts of interest by (1) providing disclosure of the relationship and the associated conflicts of interest to clients in this Disclosure Brochure and (2) reminding clients that they have the ability to impose reasonable restrictions on the securities or types of securities to be held in their portfolios, including a restriction on the purchase and/or use of Victory’s products and/or services. Orion Portfolio Solutions, LLC (“Orion”, CRD No. 107975): Orion provides Sub-Adviser services to clients of OneDigital in the form of OCI. OCI is an active tax management service that allows clients the ability to implement capital gains budgets, perform ongoing tax loss harvesting, and enable the efficient tax transition of legacy assets in any account. Clients, however, should be aware that OneDigital has a conflict of interest when recommending the use of OCI to clients as such use may result in OneDigital receiving discounts on other services that OneDigital obtains from affiliates of Orion. Additionally, clients should be aware that a similar active tax management solution is available from OneDigital without a fee, however, such service can only be used with certain OneDigital Models. Charles Schwab Investment Management, Inc. (“Wasmer Schroeder”, CRD No. 106753): Wasmer Schroeder provides Sub-Adviser services to clients of OneDigital. When performing OneDigital Page 27 of 35 Form ADV, Part 2A  sub-advisory services, Wasmer Schroeder will direct uninvested cash into one or more money market funds managed and/or sponsored by Wasmer Schroeder or into a sweep vehicle sponsored by Schwab Bank (collectively, “Schwab Funds”), an affiliate of Wasmer Schroeder. Wasmer Schroeder or an affiliate then earns management and administrative fees from such money market funds and will receive other compensation in connection with the operation and/or sale of shares of the sweep vehicle and thus Wasmer Schroeder has a material conflict of interest when it manages client accounts as it receives one fee directly from clients for assets invested in the Schwab Funds and then earns a second fee indirectly from the Schwab Funds for the same assets. Mariner, LLC (“Mariner”, CRD No. 140195): OneDigital has entered into a Solicitor’s Agreement with Mariner, an investment adviser, pursuant to which OneDigital is compensated by Mariner for referrals of prospective investment advisory clients. In light of this compensation arrangement, clients should be aware that OneDigital has a conflict of interest when recommending the investment advisory services of Mariner. Sub-Advisers: OneDigital has entered into agreements with various unaffiliated third-party investment advisers for the provision of discretionary investment sub-advisory services to separately managed accounts belonging to clients of OneDigital clients. TPAMs: Depending on the nature of the relationship between OneDigital and a TPAM, OneDigital may be serving as a promoter for the TPAM who, in turn, provides OneDigital with compensation for successful referrals. The receipt of referral compensation creates a conflict of interest for OneDigital when it recommends a TPAM or a TPAM’s services. When OneDigital serves as a promoter for another investment adviser, OneDigital will not receive or charge for any advisory fees. Item 11 – Code of Ethics, Participation or Interest in Client Accounts and Personal Trading OneDigital maintains a Code of Ethics that includes (1) standards of business conduct that all of our supervised persons are expected to adhere to; (2) a prohibition on insider trading; (3) provisions relating to the receipt and giving of gifts, and (4) policies and procedures requiring the periodic reporting of personal securities transactions and holdings. As our client or prospective client, you are entitled to a copy of our Code of Ethics upon request. You may request a copy by contacting us at (877) 742-2021. OneDigital and/or its supervised persons may buy or sell securities that are also held by or recommended to clients and may occasionally trade in securities in a personal account, at or about the same time that OneDigital trades in the same security, or a related security, for a client account. When either of these situations occur, conflicts of interest exist because OneDigital and/or its IAR(s) (1) may have an incentive not to recommend the sale of those securities to clients in order OneDigital Page 28 of 35 Form ADV, Part 2A  to protect the value of a personal investment (2) may have an incentive to recommend the purchase of those securities to clients in order to immediately sell it at a profit in a personal account upon the rise in market price (i.e., scalping) and (3) may have an incentive to place personal investment orders before those of clients in order to obtain a better price and/or otherwise materially benefit from the purchase or sale of those securities (i.e., front run). When engaging in personal trading, we believe that our clients’ interests should come first, and our supervised persons are reminded of OneDigital’s fiduciary duty and their obligation to comply with OneDigital’s standards of business conduct. Additionally, OneDigital monitors the personal securities transactions and holdings of its access persons for any activity that may indicate a violation of OneDigital’s Code of Ethics. Item 12 – Brokerage Practices RECOMMENDING BROKER-DEALERS OneDigital generally recommends that investment advisory accounts be maintained at the following qualified broker-dealer custodians: Charles Schwab & Co., Inc. (“Schwab”), Fidelity Brokerage Services LLC (“Fidelity”) and Raymond James & Associates, Inc. (member New York Stock Exchange/SIPC), collectively, “Primary Custodians”). All of the Primary Custodians are independent of and unaffiliated with OneDigital. Regardless of whether the client utilizes a Primary Custodian, if the client’s custodian is a broker-dealer, all transactions will typically be executed through that custodian. OneDigital, however, may use other broker-dealers to execute trades for client accounts, a practice sometimes referred to as trading away or prime brokerage depending on the circumstances. Clients should be aware that when OneDigital places trades for clients with broker-dealers other than the client’s custodian, the client will typically incur prime brokerage or trade away fees imposed by the custodian that are in addition to any brokerage commissions, transaction fees and/or markups/markdowns charged by the executing broker-dealer. Depending on the size of the order being placed for the client and the share price of the security in question, the amount of the prime brokerage or trade-away fee that may be applied by the custodian may exceed any potential execution benefits the client may obtain from using a broker-dealer other than the custodian to execute the client’s transaction. Consequently, in recommending the custodial services of the Primary Custodians to clients, OneDigital considers certain factors relating to the custodian’s ability to provide best execution, including: • The broker-dealer’s ability to consistently execute, clear and settle trades (buy and sell securities for your accounts). • The broker-dealer’s responsiveness to OneDigital during the order placement, affirmation, and clearance and settlement process. • The efficiency with which the broker-dealer executes transactions (e.g., speed of OneDigital Page 29 of 35 Form ADV, Part 2A  execution, access to markets and/or counterparties, price improvement). • The broker-dealer’s commission rates and transaction fees and willingness to negotiate them. • The broker-dealer’s ability to combine orders for the same security into a single order for execution. • The number and frequency of trade errors caused by the broker-dealer. • Technical issues that have inhibited the broker-dealer from accepting, executing, affirming, clearing and/or settling trade orders. • The reputation of the broker-dealer. While OneDigital may recommend that clients use a Primary Custodian as their custodian and thus also as their primary broker-dealer, the client is solely responsible for deciding which custodian(s) to use. OneDigital does not open custodial accounts for clients but may assist clients in the account opening process. For clients who utilize the custodial services of a Primary Custodian pursuant to OneDigital’s recommendation, OneDigital negotiates commission rates and transaction fees with those broker-dealers. Clients, however, should be aware that those commission rates and transaction fees may be higher than those charged by other qualified broker-dealers to affect the same transaction. In negotiating rates and fees, OneDigital seeks pricing that is competitive, however, OneDigital may not necessarily obtain the lowest possible pricing. Brokerage commissions, transaction fees, trade-away and/or prime brokerage fees are exclusive of, and in addition to, OneDigital’s investment advisory fee. RESEARCH AND ADDITIONAL BENEFITS Support Services and/or Products OneDigital does not have any formal soft dollar arrangements. The Primary Custodians, however, make available to us, without cost and/or at a discount, support services and/or products, some of which assist OneDigital in better monitoring and servicing client accounts, but some of which benefit OneDigital without directly benefiting clients or their account(s). Included within the support services that may be obtained by OneDigital are investment-related research, both proprietary and that of third parties; pricing information and market data; trade execution analysis data; software and other technology, at a discount or for free, that provide access to client account data and/or assist in creating client reports; compliance and/or practice management-related publications; discounted or free consulting services; discounted or free attendance to conferences, meetings, and other educational and/or social events, which may include full coverage of travel expenses to such events; marketing support; computer hardware and/or software and/or other products used by OneDigital in furtherance of its investment advisory business. Clients should be aware that OneDigital uses support services and/or products to service and/or otherwise benefit all or a substantial number of OneDigital’s clients, including clients whose accounts are held in custody at a broker-dealer other than the one providing the OneDigital Page 30 of 35 Form ADV, Part 2A  product or service. OneDigital’s clients do not pay more as a result of OneDigital’s receipt of these support services and/or products, which benefit OneDigital because we do not have to produce or purchase them. However, in receiving such benefits, OneDigital is generally expected to maintain or commit to maintaining a certain amount of its assets under management in accounts that are in the custody of the broker-dealer custodian providing the product(s) and/or service(s) or increase the amount of its assets under management in accounts that are in the custody of such broker-dealer custodian in order to ensure that the broker-dealer custodian achieves a certain level of profitability from OneDigital and/or its clients. Consequently, clients should be aware that the receipt of support services and/or products by OneDigital and/or our related persons creates a conflict of interest for OneDigital as it creates an incentive for OneDigital to recommend the custodial and brokerage services of the Primary Custodians over other broker-dealers. OneDigital may have an additional conflict of interest when recommending one Primary Custodian over another Primary Custodian, depending on the aggregate value and/or benefit to OneDigital of the support services and/or products received from one Primary Custodian in relation to the other Primary Custodians. The receipt of these benefits, however, are not a material consideration for OneDigital when determining whether to recommend that a client utilize the services of a particular custodian. Fee Reimbursements and Fee Free Trading In certain circumstances, Primary Custodians may (1) reimburse clients of OneDigital for Account Exit Fees they were charged by their former custodian when they opened new custodial accounts and transferred their assets to the Primary Custodian, and (2) provide fee free trading for a pre-determined period of time when a new client transitions to OneDigital in order to eliminate or minimize any commissions and/or transaction costs they might incur when reallocating their assets into OneDigital Models, and/or provide fee free trading on certain days thereafter in order to eliminate or minimize any commissions and/or transaction costs that may result when rebalancing accounts. Although OneDigital does not directly benefit from these reimbursements or waivers, it creates an incentive for OneDigital to recommend the custodial and/or brokerage services of any Primary Custodian that provides such benefit over other custodians and/or broker-dealers who do not offer such benefits to OneDigital’s clients. OneDigital Summit Sponsorships Schwab, Fidelity and Raymond James or one of their affiliates was a sponsor of OneDigital’s Summit 2025, which creates a material conflict of interest for OneDigital because it reduced the out-of-pocket costs of OneDigital and/or one of its affiliates to host Summit 2025 and thus created an incentive for OneDigital to recommend the custodial and/or brokerage services of Schwab, Fidelity and Raymond James over those of other custodians and/or broker-dealers. DIRECTED BROKERAGE OneDigital Page 31 of 35 Form ADV, Part 2A  OneDigital does not generally accept directed brokerage arrangements (i.e., when a client mandates that their account transactions be affected through a specific broker-dealer (“Directed Broker”)), except through the Pontera platform. If OneDigital agrees to a client’s directed brokerage arrangement, the client is responsible for negotiating all terms and conditions for their accounts, including commissions and transaction fees, with the Directed Broker. Clients should be aware that if OneDigital agrees to the client’s directed brokerage arrangement, OneDigital will not seek best execution for the client and, consequently, the client may be unable to obtain the most favorable execution for their transactions. Furthermore, if OneDigital has previously negotiated commission rates and/or transaction fees with the Directed Broker, such negotiated rates and fees will not be applicable to client and client will not be able to benefit from OneDigital’s ability to obtain volume discounts. Consequently, clients may pay materially higher commissions and/or transaction fees than OneDigital’s other clients. Additionally, OneDigital will not aggregate the client’s trade orders with those of OneDigital’s other clients placed with the Directed Broker, if any, and, consequently, clients may not receive execution prices that are as favorable as those obtained for OneDigital’s other clients. AGGREGATION OF ORDERS Transactions for each client account are generally affected independently, unless OneDigital decides to purchase or sell the same securities for multiple clients at approximately the same time on the same day or when it appears that aggregating client orders for the same security would result in lower transaction costs for the affected clients. The goal of aggregating client orders (i.e., placing block trades) is to seek an average purchase or sale price for all affected clients to help ensure that one client is not getting more favorable treatment over another client and/or to negotiate more favorable commission rates or transactions fees. There is no guarantee that aggregation will be successful or that the goals of aggregation will be achieved. Before placing a block trade, OneDigital identifies the participating client accounts and the allocation to be made to each account or, if applicable, enters such information into OneDigital’s trade order management system. When a block trade is placed, each participating client receives a price that represents the average of the prices at which all of the transactions in a given block trade were executed. If the order is not completely filled, the securities purchased or sold are distributed among participating clients on a pro rata basis or in some other equitable manner that is approved in writing by OneDigital’s Chief Compliance Officer. Clients should be aware that OneDigital is not obligated to aggregate client orders even if one or more of the goals noted above might be achievable. If OneDigital elects not to place a block trade, clients will not receive average pricing and will also pay commission rates and/or transaction fees with respect to their transaction in accordance with the standard commission rates and/or transaction fees negotiated between OneDigital and the broker-dealer. Furthermore, block trades are placed only when OneDigital reasonably believes that aggregating client orders will be consistent with its duty to seek best execution for its clients. No client participating in a block trade will be favored over any other client that also participates in the same block trade. OneDigital Page 32 of 35 Form ADV, Part 2A  Clients, however, should be aware that the average price received in a block trade could be more or less advantageous than the price a particular client would have received if they did not participate in the block trade. Item 13 – Review of Accounts For those clients to whom OneDigital provides investment advisory services, account reviews are conducted by the client’s IAR based on the frequency agreed to with the client, which is generally either quarterly, semi-annually, or annually. Account reviews are performed to assess the client’s progress toward their investment objectives and to determine whether any changes with respect to the investment management of the client’s account are warranted in light of the client’s investment objectives, financial circumstances and/or risk tolerance. Clients, however, are advised that it is your responsibility to promptly notify OneDigital if there are ever any changes to your investment objectives, financial circumstances and/or tolerance for risk. Account reviews may also be conducted by the client’s IAR on an ad hoc basis upon the occurrence of a triggering event, such as a change in a client’s financial situation (e.g., retirement, termination of employment, physical move, inheritance) or investment objectives; the occurrence of material market, economic or political events; or at the client’s request. Clients may be provided with written quarterly performance reports that contain holdings information, beginning and ending market values, asset allocation information by asset class, and performance return information. Written quarterly performance reports are provided for client convenience only and should not be relied on for tax purposes. Clients should rely on their custodial account statements as the official record of their account(s). Item 14 – Client Referrals and Other Compensation Economic Benefits As noted above, OneDigital receives certain benefits and sponsorships from the Primary Custodians. The receipt of these benefits creates an incentive for OneDigital to recommend the custodial and/or brokerage services of the Primary Custodians over other broker-dealers. OneDigital also maintains a Strategic Partners Program, pursuant to which certain investment product and service providers provide funds that are then used to pay for training meetings, educational seminars, employee summits and/or marketing events conducted by OneDigital. The receipt of funds from Strategic Partners is a material conflict of interest for OneDigital as it creates an incentive for OneDigital to favor the investment products and/or services offered by Strategic Partners over the investment products and/or services offered by other firms. If requested, OneDigital will disclose to clients which of the investment products and/or services recommended to them are offered by Strategic Partners. OneDigital Page 33 of 35 Form ADV, Part 2A  In addition, outside of the Strategic Partners Program, OneDigital and/or its IARs may receive economic benefits from various third parties, including, but not limited to, investment product and service providers whose products and/or services may be recommended to clients. Such benefits include, but are not limited to, gifts (typically under $100), entertainment, and/or free attendance to conferences, which may include full coverage of travel expenses. Promoter Fees Paid by OneDigital OneDigital utilizes a variety of third-party promoters in order to market OneDigital and/or its services. In return, third-party promoters typically receive a percentage of the investment advisory fees that OneDigital receives from successful client referrals, with the exact compensation arrangement varying from promoter to promoter. The receipt of compensation by a promoter in exchange for the referral of prospective clients to OneDigital creates a material conflict of interest for such promoter. In order to mitigate such conflict of interest, third-party promoters are contractually required by OneDigital to provide disclosures to prospective clients at the beginning of any promotional activity. Such disclosures should be carefully evaluated as they contain important information about the promoter and its conflicts of interest when recommending OneDigital and/or its services. Third-party promoters do not review or supervise or have any responsibility to review or supervise OneDigital’s activities. Employees of OneDigital and its affiliates, including, but not limited to Digital Insurance LLC, are also eligible to receive additional compensation when they successfully refer new clients to OneDigital. The payment of additional compensation in exchange for the successful referral of new business creates a material conflict of interest for such employees. OneDigital addresses this conflict of interest by disclosing the conflict in this Disclosure Brochure and reminding clients that they are under no obligation to engage OneDigital for services. Referral Fees Paid by Digital Insurance Employees of OneDigital are also eligible to receive additional compensation when they successfully refer new clients to Digital Insurance LLC and/or to its other affiliates. The payment of additional compensation to OneDigital employees in exchange for the successful referral of new business to Digital Insurance LLC and/or its other affiliates creates a material conflict of interest for such employees. OneDigital addresses this conflict of interest by disclosing the conflict in this Disclosure Brochure and reminding clients that they are under no obligation to utilize Digital Insurance LLC’s or its other affiliates’ products and/or services. Item 15 – Custody Although OneDigital does not maintain physical custody of the assets of its clients, clients (1) generally grant OneDigital the authority to deduct its investment advisory fees directly from their custodial accounts; (2) may grant to OneDigital, pursuant to a standing letter of instruction OneDigital Page 34 of 35 Form ADV, Part 2A  to their custodian, the limited power to disburse funds from their custodial account to one or more third parties designated by the client; and (3) may engage OneDigital to perform bill pay services, as part of OneDigital’s Family Office Services offering, whereby OneDigital disburses funds out of clients’ custodial accounts in order to pay their outstanding bills, all of which give OneDigital custody of clients’ assets. All clients, however, should receive account statements directly from the custodian of their account(s), at least quarterly, and should carefully review the information contained within their custodial account statements. Please note, account custodians do not verify the accuracy of OneDigital’s investment advisory fee calculations. OneDigital may also provide clients with quarterly performance reports, which summarize account activity and performance. Clients are urged to compare the information contained in their custodial account statements with the information contained in the quarterly performance reports provided by OneDigital, if any, and contact OneDigital promptly if any discrepancies are identified. Item 16 – Investment Discretion Clients may engage OneDigital to provide investment advisory services on a discretionary basis. Prior to assuming discretionary authority over a client’s account, OneDigital requires the client to execute an IMA, which grants OneDigital the authority to buy, sell, or otherwise effect investment transactions, in the client’s name, involving assets held within certain accounts. Clients who engage OneDigital on a discretionary basis may, at any time, impose limitations, in writing, on OneDigital’s discretionary authority (e.g., limit or exclude the purchase of certain securities in their account and/or limit or prohibit the use of margin, options, and/or short selling in their account). Item 17 – Voting Client Securities OneDigital does not vote client proxies or accept authority to vote client securities. Instead, clients will receive proxies and/or other solicitations directly from their account custodian or a transfer agent and maintain exclusive responsibility for directing the manner in which proxies solicited by issuers of securities owned by the client shall be voted. Clients may contact OneDigital to discuss questions they may have with respect to a particular proxy, however, OneDigital is under no responsibility to give any advice on how to vote such proxy. Item 18 – Financial Information OneDigital is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to clients. OneDigital Page 35 of 35 Form ADV, Part 2A