ROEHL & YI INVESTMENT ADVISORS, LLC

Disclosure Brochure Disclosure Brochure March 28, 2025 a Registered Investment Adviser This brochure provides information about the qualifications and business practices of Roehl & Yi Investment Advisors, LLC (hereinafter “Roehl & Yi” or the “Firm”). If you have any questions about the contents of this brochure, please contact the Firm at the telephone number listed below. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Additional information about the Firm is available on the SEC’s website at www.adviserinfo.sec.gov. Roehl & Yi is a SEC registered investment adviser. Registration does not imply any level of skill or training. 450 Country Club Road, Suite 200, Eugene, Oregon 97401 | (541) 683-2085 www.roehl-yi.com © MarketCounsel 2025  Disclosure Brochure Item 2. Material Changes In this Item, Roehl & Yi is required to discuss any material changes that have been made to the brochure since the last annual amendment filed on March 28, 2024. The Firm updated certain information related to conflicts and other disclosures due to the wrap relationship. The Firm does not consider any of the changes to be material, but will provide an updated disclosure and/or wrap brochure to any existing clients that would like a copy. © MarketCounsel 2025 Page ii  Disclosure Brochure Item 3. Table of Contents Item 1. Cover Page .................................................................................................................................. i Item 2. Material Changes ........................................................................................................................ ii Item 3. Table of Contents ........................................................................................................................ iii Item 4. Advisory Business ....................................................................................................................... 4 Item 5. Fees and Compensation ............................................................................................................. 8 Item 6. Performance-Based Fees and Side-by-Side Management ...................................................... 10 Item 7. Types of Clients......................................................................................................................... 10 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ................................................. 11 Item 9. Disciplinary Information ............................................................................................................. 13 Item 10. Other Financial Industry Activities and Affiliations .................................................................... 14 Item 11. Code of Ethics ........................................................................................................................... 14 Item 12. Brokerage Practices .................................................................................................................. 15 Item 13. Review of Accounts ................................................................................................................... 17 Item 14. Client Referrals and Other Compensation ................................................................................ 18 Item 15. Custody ..................................................................................................................................... 18 Item 16. Investment Discretion ................................................................................................................ 18 Item 17. Voting Client Securities ............................................................................................................. 19 Item 18. Financial Information ................................................................................................................. 19 © MarketCounsel 2025 Page iii  Disclosure Brochure Item 4. Advisory Business Roehl & Yi Investment Advisors, LLC, principally owned by Thomas H. Roehl and Jayman F. Yi, is a wealth management firm that has been serving its clients since 1998. The Firm’s wealth management services include financial planning and investment management. Based on the fundamental values of teamwork, integrity, stability and professionalism, the Firm believes its clients are entitled to personal attention and the best possible counsel from investment professionals who take pride in the quality of their work. As of December 31, 2024, Roehl & Yi had the following assets under management and assets under advisement: Assets Under Management Discretionary $852,381,582 Non-Discretionary $5,443,778 $660,492,675 Assets Under Advisement $1,407,282,578 TOTAL Assets under advisement includes assets over which the Firm provides various consulting services. This includes ongoing services to qualified and non-qualified retirement plans and their fiduciaries, as well as initial and ongoing services related to client illiquid holdings, including privately placed securities. Prior to rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with Roehl & Yi setting forth the relevant terms and conditions of the advisory relationship (the “Agreement”). While this brochure generally describes the business of Roehl & Yi, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or any other person who provides investment advice on Roehl & Yi’s behalf and is subject to the Firm’s supervision or control. Financial Planning and Consulting Services Roehl & Yi offers clients a range of financial planning and consulting, which may include any or all of the following functions: • Asset Allocation • Investment Consulting • Investment Banking • Retirement Planning • Distribution Planning • Estate Planning • Insurance Needs Analysis • Charitable Giving • Family Legacy Planning • Education Planning • Elder Planning • Life Planning © MarketCounsel 2025 Page 4  Disclosure Brochure While each of these services is available on a stand-alone basis, certain of them may also be rendered in conjunction with investment portfolio management as part of a wealth management engagement (as described below). In performing these services, Roehl & Yi is not required to verify any information received from the client or from the client’s other professionals (e.g., attorneys, accountants, etc.) and is expressly authorized to rely on such information. Roehl & Yi may recommend the services of itself, its Supervised Persons in their individual capacities as insurance agents and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists if clients engage Roehl & Yi or its supervised persons to provide additional fee- based services. Clients retain absolute discretion over all decisions regarding implementation and are under no obligation to act upon any of the recommendations made by Roehl & Yi under a financial planning engagement or to engage the services of any such recommended professionals, including Roehl & Yi itself or its supervised persons. Clients are advised that it remains their responsibility to promptly notify the Firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Roehl & Yi’s previous recommendations and/or services. Retirement Plan Consulting Services Roehl & Yi provides various consulting services to qualified retirement plans and their fiduciaries. This suite of institutional services is designed to assist plan sponsors in structuring, managing and optimizing their corporate retirement plans. Each engagement is individually negotiated and customized, and may include any or all of the following services: • Investment Management and Review • Benchmarking and Evaluation • Plan Fee and Cost Analysis • Participant Education • Retirement Plan Committee Consultation • Fiduciary and Compliance • Executive Planning and Benefits As disclosed in the Agreement, certain of the foregoing services are provided by Roehl & Yi as a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In accordance with ERISA Section 408(b)(2), each plan sponsor is provided with a written description of Roehl & Yi’s fiduciary status, the specific services to be rendered and all direct and indirect compensation the Firm reasonably expects under the engagement. Wealth Management Services Roehl & Yi provides clients with wealth management services which generally include a broad range of financial planning and consulting as well as discretionary management of investment portfolios. © MarketCounsel 2025 Page 5  Disclosure Brochure Roehl & Yi primarily allocates client assets among various mutual funds, exchange-traded funds (“ETFs”), individual debt and equity securities, and independent investment managers (“Independent Managers”), as well as the securities components of variable annuities and variable life insurance contracts, in accordance with the investment objectives of its individual clients. Where appropriate, the Firm also provides advice about any type of legacy position or other investments held in client portfolios. In addition, Roehl & Yi may also recommend that certain eligible clients invest in privately placed securities, which may include debt, equity, and/or interests in pooled investment vehicles (e.g., REITs or hedge funds). Clients also engage Roehl & Yi to advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, Roehl & Yi directs or recommends the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company or the custodian designated by the product’s provider. Roehl & Yi tailors its advisory services to meet the needs of its individual clients and continuously seeks to ensure that client portfolios are managed in a manner consistent with their specific investment profiles. Roehl & Yi consults with clients on an initial and ongoing basis to determine their specific risk tolerance, time horizon, liquidity constraints and other qualitative factors relevant to the management of their portfolios. Clients are advised to promptly notify Roehl & Yi if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Clients may impose reasonable restrictions or mandates on the management of their accounts if Roehl & Yi determines, in its sole discretion, the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the Firm’s management efforts. Sponsor / Manager of Wrap Program Roehl & Yi is the sponsor and manager of the Roehl & Yi Wrap Fee Program (the “Program”), an arrangement where most brokerage commissions and transaction costs are absorbed by the Firm. Accounts managed through the Program are done so in substantially the same manner as those managed under a non-wrap arrangement. The benefits under a wrap fee program depend, in part, upon the size of the account, the costs associated with managing the account, and the frequency or type of securities transactions executed in the account. For example, a wrap fee program may not be suitable for all accounts, including but not limited to accounts holding primarily, and for any substantial period of time, cash or cash equivalent investments, fixed income securities or no transaction-fee mutual funds, or any other type of security that can be traded without commissions or other transaction fees. In order to evaluate whether a wrap fee arrangement is appropriate, clients should compare the agreed-upon wrap program fee and any other costs associated with participating in the Program with the amounts that would be charged by other advisers, broker-dealers, and custodians, © MarketCounsel 2025 Page 6  Disclosure Brochure for advisory fees, brokerage and execution costs, and custodial services comparable to those provided under Program. When managing a client's account on a wrap fee basis, the Firm receives as compensation for its investment advisory services, the balance of the total wrap fee the client pays after custodial, trading and other management costs (including execution and transaction fees) have been deducted. Accordingly, the Firm has a conflict of interest because it has a financial incentive to maximize compensation by seeking to reduce or minimize the total costs incurred in client account(s) subject to a wrap fee. Schwab generally does not charge commissions or transaction fees for online trades of U.S. exchange- listed securities (including U.S. exchange-listed ETFs), options (subject to $0.65 per contract fee), and no- transaction-fee (“NTF”) funds. This means that, in most cases, when the Firm buys these types of securities, it can do so without paying any commissions to Schwab. Clients should review Schwab’s pricing to compare the total costs of entering into a wrap fee arrangement versus a non-wrap fee arrangement. If the client chooses to enter into a wrap fee arrangement, the total cost to invest could exceed the cost of paying for brokerage and advisory services separately. Additional information about the Program is available in Roehl & Yi’s Wrap Brochure, which appears as Part 2A Appendix 1 of the Firm’s Form ADV (“Wrap Brochure”). Use of Independent Managers As mentioned above, where appropriate, the Firm recommends certain Independent Managers to actively manage a portion of its clients’ assets. The specific terms and conditions under which a client engages an Independent Manager are set forth in a separate written agreement between the designated Independent Manager and either Roehl & Yi or the client. In addition to this brochure, clients also receive the written disclosure documents of the designated Independent Managers engaged to manage their assets. Roehl & Yi does not receive compensation from any such Independent Managers. Roehl & Yi evaluates various information about the Independent Managers it recommends to manage client portfolios, which may include the Independent Managers’ public disclosure documents, materials supplied by the Independent Managers themselves and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Independent Managers’ investment strategies, past performance and risk results in relation to its clients’ individual portfolio allocations and risk exposure. Roehl & Yi also takes into consideration each Independent Manager’s management style, returns, reputation, financial strength, reporting, pricing and research capabilities, among other factors. Roehl & Yi continues to provide services relative to recommendation of the Independent Managers. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Independent Managers. Roehl & Yi seeks to ensure the Independent Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. © MarketCounsel 2025 Page 7  Disclosure Brochure Item 5. Fees and Compensation Roehl & Yi offers its services on a fee basis, which include hourly and/or fixed fees, as well as fees based upon assets under management depending on the particular arrangement with each client. Additionally, certain of Roehl & Yi’s Supervised Persons, in their individual capacities, offer insurance products under a separate commission-based arrangement. Financial Planning and Consulting Fees Roehl & Yi generally charges either a negotiable hourly and/or fixed fee to provide clients with stand-alone financial planning and consulting services. The specific terms and fee structure are negotiated in advance and set forth in the Agreement with Roehl & Yi and fees are largely determined by the scope and complexity of the agreed upon services, up to $295 on an hourly basis, $25,000 on a fixed fee basis. Fixed fees may be billed on a project or recurring basis. For discrete projects, the fee is generally payable at the time the financial plan is delivered or the underlying services are rendered to completion. For recurring services, the fee is generally billed on a quarterly basis, in advance. The Firm does not, however, take receipt of $1,200 or more in prepaid fees in excess of six months in advance of services rendered. If the client engages Roehl & Yi for additional investment advisory services, Roehl & Yi may offset all or a portion of its fees for those services based upon the amount paid for the financial planning and/or consulting services. Retirement Plan Consulting Fees Roehl & Yi generally charges an asset-based fee or a fixed fee to provide clients with retirement plan consulting services. Each engagement is individually negotiated and tailored to accommodate the needs of the individual plan sponsor, as memorialized in the Agreement. These fees vary, based on the scope of the services to be rendered. In those situations where Roehl & Yi has agreed to manage a plan’s assets, the Firm generally charges an annual asset-based fee between 10 and 75 basis points (0.10% – 0.75%), depending upon the amount of assets to be managed. Wealth Management Fees For assets managed as part of the Program (which represents the vast majority of assets managed by the Firm), Roehl & Yi provides investment management services for an annual fee based on the amount of assets under the Firm’s management and advisement as described in more detail in the Firm’s Wrap Brochure. For assets managed outside of the Program, Roehl & Yi does not currently charge any wealth management fees although subject clients will be responsible for transaction costs and other fees and expenses related to the management of their assets as described below in more detail. The annual fee is prorated and charged quarterly, in advance, based upon the market value of the assets being managed by Roehl & Yi on the last day of the previous billing period. © MarketCounsel 2025 Page 8  Disclosure Brochure Prorated adjustments are made for capital flows (deposits and withdrawals) in the previous period. Any capital flows less than $5,000 are excluded from proration. For the initial term of an engagement, the fee is calculated on a pro rata basis. In the event the Agreement is terminated, the fee for the final billing period is prorated through the effective date of the termination and the unearned portion is refunded to the client, unless the client is on a fixed fee basis. Legacy Clients and Fees Certain clients of the Firm may have fee arrangements different than those listed above due to the fee schedules and arrangements in place when those Clients engaged the Firm. Fee Discretion Roehl & Yi, in its sole discretion, may negotiate to waive its fees or charge a lesser fee based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client relationship, account retention and pro bono activities. Additional Fees and Expenses With respect to assets managed both through the Program and outside of the Program, clients will incur certain charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions (collectively “Financial Institutions”). These charges are separate from (and in addition to) the Firm’s advisory fees, as set forth above. For assets managed outside of the Program, these additional charges include brokerage commissions and other transaction costs, custodial fees, fees charged by the Independent Managers, charges imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), reporting charges, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees and other fees and taxes on brokerage accounts and securities transactions. The Firm’s brokerage practices are described at more length in Item 12, below. Please refer to the Wrap Brochure for information about charges incurred by clients for assets managed through the Program. Fee Debit Clients generally provide Roehl & Yi with the authority to directly debit their accounts for payment of the Firm’s investment advisory fees. The Financial Institutions that act as qualified custodian for client accounts have agreed to send statements to clients not less than quarterly detailing all account transactions, © MarketCounsel 2025 Page 9  Disclosure Brochure including any amounts paid to Roehl & Yi. Alternatively, clients may elect to have Roehl & Yi send them an invoice for direct payment. Account Additions and Withdrawals Clients may make additions to and withdrawals from their account at any time, subject to Roehl & Yi’s right to terminate an account. Additions may be in cash or securities provided that the Firm reserves the right to liquidate any transferred securities or decline to accept particular securities into a client’s account. Clients may withdraw account assets on notice to Roehl & Yi, subject to the usual and customary securities settlement procedures. However, Roehl & Yi designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a client’s investment objectives. Roehl & Yi consults with its clients about the options and implications of transferring securities as necessary. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, fees assessed at the mutual fund level (i.e. contingent deferred sales charge) and/or tax ramifications. Item 6. Performance-Based Fees and Side-by-Side Management Roehl & Yi does not provide any services for a performance-based fee (i.e., a fee based on a share of capital gains or capital appreciation of a client’s assets). Item 7. Types of Clients Roehl & Yi provides its services to individuals, pension and profit sharing plans, trusts, estates, charitable organizations, corporations and other business entities. Minimum Portfolio Size As a condition for starting and maintaining an investment management relationship, Roehl & Yi generally imposes a minimum portfolio size of $2,000,000. The Firm, in its sole discretion, may accept clients with smaller portfolios based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client relationships, account retention and pro bono activities. Roehl & Yi only accepts clients with less than the minimum portfolio size if, in the sole opinion of the Firm, the smaller portfolio size will not result in a substantial increase of investment risk beyond the client’s identified risk tolerance. Roehl & Yi may aggregate the portfolios of family members to meet the minimum portfolio size. Additionally, certain Independent Managers may impose more restrictive account requirements and billing practices that differ from those of Roehl & Yi. In such instances, Roehl & Yi may alter its corresponding account requirements and/or billing practices to accommodate those of the Independent Managers. © MarketCounsel 2025 Page 10  Disclosure Brochure Methods of Analysis, Investment Strategies and Risk of Item 8. Loss Methods of Analysis and Investment Strategies Roehl & Yi generally analyzes investments using fundamental analysis and an asset allocation strategy based on Modern Portfolio Theory (“MPT”). The due diligence process when evaluating Independent Managers is based upon quantitative and qualitative analysis. The Firm strives to understand Independent Managers’ philosophies and processes. The analysis involves an evaluation of the fundamental financial condition and competitive position of a particular fund or Independent Managers. For Roehl & Yi, this process typically involves an analysis of an issuer’s management team, investment strategies, style drift, past performance, reputation and financial strength in relation to the asset class concentrations and risk exposures of the Firm’s model asset allocations. MPT is a mathematical based investment discipline that seeks to quantify expected portfolio returns in relation to corresponding portfolio risk. The basic premise of MPT is that the risk of a particular holding is to be assessed by comparing its price variations against those of the market portfolio. However, MPT disregards certain investment considerations and is based on a series of assumptions that may not necessarily reflect actual market conditions. As such, the factors for which MPT does not account (e.g., tax implications, regulatory constraints and brokerage costs) may negate the upside or add to the actual risk of a particular allocation. Nonetheless, Roehl & Yi’s investment process is structured in such a way to integrate those assumptions and real life considerations for which MPT analytics do not account. Risks of Loss General Risk of Loss Investing in securities involves the risk of loss. Clients should be prepared to bear potential losses. Market Risks The profitability of a significant portion of Roehl & Yi’s recommendations may depend to a great extent upon correctly assessing the future course of price movements of stocks and bonds. There can be no assurance that Roehl & Yi will be able to predict those price movements accurately. Volatility Risks The prices and values of investments can be highly volatile, and are influenced by, among other things, interest rates, general economic conditions, the condition of the financial markets, the financial condition of the issuers of such assets, changing supply and demand relationships, and programs and policies of governments. © MarketCounsel 2025 Page 11  Disclosure Brochure Cash Management Risks The Firm may invest some of a client’s assets temporarily in money market funds or other similar types of investments, during which time an advisory account may be prevented from achieving its investment objective. Equity-Related Securities and Instruments The Firm may take long and short positions in common stocks of U.S. and non-U.S. issuers traded on national securities exchanges and over-the-counter markets. The value of equity securities varies in response to many factors. These factors include, without limitation, factors specific to an issuer and factors specific to the industry in which the issuer participates. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments, and the stock prices of such companies may suffer a decline in response. In addition, equity securities are subject to stock risk, which is the risk that stock prices historically rise and fall in periodic cycles. U.S. and non-U.S. stock markets have experienced periods of substantial price volatility in the past and may do so again in the future. In addition, investments in small-capitalization, mid-capitalization and financially distressed companies may be subject to more abrupt or erratic price movements and may lack sufficient market liquidity, and these issuers often face greater business risks. Fixed Income Securities Fixed income securities are subject to the risk of the issuer’s or a guarantor’s inability to meet principal and interest payments on its obligations and to price volatility. Mutual Funds and ETFs An investment in a mutual fund or ETF involves risk, including the loss of principal. Mutual fund and ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds and ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholder fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. The trading prices of a mutual fund’s shares may differ significantly from the NAV during periods of market volatility, which may, among other factors, lead to the mutual fund’s shares trading at a premium or discount to actual NAV. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at © MarketCounsel 2025 Page 12  Disclosure Brochure least once daily for indexed based ETFs and more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 20,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of such shares. Use of Independent Managers Roehl & Yi may recommend the use of Independent Managers. In these situations, Roehl & Yi continues to do ongoing due diligence of such managers, but such recommendations rely to a great extent on the Independent Managers’ ability to successfully implement their investment strategies. In addition, Roehl & Yi generally may not have the ability to supervise the Independent Managers on a day-to-day basis. Use of Private Collective Investment Vehicles Roehl & Yi may recommend that certain clients invest in privately placed collective investment vehicles (e.g., REITs, hedge funds, private equity or debt funds, etc.). The managers of these vehicles have broad discretion in selecting the investments. There are few limitations on the types of securities or other financial instruments which may be traded and no requirement to diversify. Hedge funds may trade on margin or otherwise leverage positions, thereby potentially increasing the risk to the vehicle. In addition, because the vehicles are not registered as investment companies, there is an absence of regulation. There are numerous other risks in investing in these securities. Clients should consult each fund’s private placement memorandum and/or other documents explaining such risks prior to investing. Real Estate Investment Trusts (REITs) Roehl & Yi may recommend an investment in, or allocate assets among, various real estate investment trusts (“REITs”), the shares of which exist in the form of either publicly traded or privately placed securities. REITs are collective investment vehicles with portfolios comprised primarily of real estate and mortgage related holdings. Many REITs hold heavy concentrations of investments tied to commercial and/or residential developments, which inherently subject REIT investors to the risks associated with a downturn in the real estate market. Investments linked to certain regions that experience greater volatility in the local real estate market may give rise to large fluctuations in the value of the vehicle’s shares. Mortgage related holdings may give rise to additional concerns pertaining to interest rates, inflation, liquidity and counterparty risk. Item 9. Disciplinary Information Roehl & Yi has not been involved in any legal or disciplinary events that are material to a client’s evaluation of its advisory business or the integrity of its management. © MarketCounsel 2025 Page 13  Disclosure Brochure Item 10. Other Financial Industry Activities and Affiliations Related Insurance Agency Roehl & Yi is under common control with Roehl & Yi Investment Services, LLC, a duly licensed insurance agency. Certain of Roehl & Yi’s Supervised Persons, in their individual capacities, are also licensed insurance agents with Roehl & Yi Investment Services, LLC and various insurance companies and in such capacity, may recommend, on a fully-disclosed commission basis, the purchase of certain insurance products. While Roehl & Yi does not sell such insurance products to its investment advisory clients, Roehl & Yi does permit its Supervised Persons, in their individual capacities as licensed insurance agents, to sell insurance products to its investment advisory clients. A conflict of interest exists to the extent that Roehl & Yi recommends the purchase of insurance products where Roehl & Yi’s Supervised Persons receive insurance commissions or other additional compensation. Advisory Board Positions One of the Firm’s principals, Jayman Yi, is an advisory board member for Capital Group and PIMCO. Mr. Yi is not compensated for these positions other than receiving certain travel benefits. Mr. Yi provides his feedback and guidance on services and features for investment advisers that use the companies. While the relationship results in a conflict of interest, the Firm will only use the companies when it decides it is in the best interest of clients. Item 11. Code of Ethics Roehl & Yi has adopted a code of ethics in compliance with applicable securities laws (“Code of Ethics”) that sets forth the standards of conduct expected of its Supervised Persons. Roehl & Yi’s Code of Ethics contains written policies reasonably designed to prevent certain unlawful practices such as the use of material non-public information by the Firm or any of its Supervised Persons and the trading by the same of securities ahead of clients in order to take advantage of pending orders. The Code of Ethics also requires certain of Roehl & Yi’s personnel (called “Access Persons”) to report their personal securities holdings and transactions and obtain pre-approval of certain investments (e.g., initial public offerings, limited offerings). However, Roehl & Yi Supervised Persons are permitted to buy or sell securities that it also recommends to clients if done in a manner consistent with the Firm’s policies and procedures. This Code of Ethics has been established recognizing that some securities trade in sufficiently broad markets to permit transactions by Access Persons to be completed without any appreciable impact on the markets of such securities. Therefore, under certain limited circumstances, exceptions may be made to the policies stated below. When the Firm is engaging in or considering a transaction in any security on behalf of a client where there may be a potential for conflict, no Access Person may knowingly effect for themselves or for their immediate © MarketCounsel 2025 Page 14  Disclosure Brochure family (i.e., spouse, minor children and adults living in the same household as the Access Person) a transaction in that security unless: • the transaction has been completed; • the transaction for the Access Person is completed as part of a batch trade (as defined below in Item 12) with clients; or • a decision has been made not to engage in the transaction for the client. These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by open-end mutual funds or money market funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more open-end mutual funds. Clients and prospective clients may contact Roehl & Yi to request a copy of its Code of Ethics. Item 12. Brokerage Practices Roehl & Yi generally recommends that clients utilize the brokerage and clearing services of Pershing, LLC (“Pershing”) and/or Charles Schwab & Co., Inc. (CS&Co”) for investment management accounts. Factors which Roehl & Yi considers in recommending Pershing, CS&Co or any other broker-dealer to clients include their respective financial strength, reputation, execution, pricing, research and service. Pershing and CS&Co may enable Roehl & Yi to obtain many mutual funds without transaction charges and other securities at nominal transaction charges. The transaction fees charged by Pershing and CS&Co may be higher or lower than those charged by other Financial Institutions. The transaction fees paid by Roehl & Yi’s clients comply with the Firm’s duty to obtain “best execution.” Clients may pay transaction fees that are higher than another qualified Financial Institution might charge to effect the same transaction where Roehl & Yi determines that the transaction fees are reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a Financial Institution’s services, including among others, the value of research provided, execution capability, transaction fees and responsiveness. Roehl & Yi seeks competitive rates but may not necessarily obtain the lowest possible rates for client transactions. Roehl & Yi periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions in light of its duty to obtain best execution. The client may direct Roehl & Yi in writing to use a particular Financial Institution to execute some or all transactions for the client. In that case, the client will negotiate terms and arrangements for the account © MarketCounsel 2025 Page 15  Disclosure Brochure with that Financial Institution and the Firm will not seek better execution services or prices from other Financial Institutions or be able to “batch” client transactions for execution through other Financial Institutions with orders for other accounts managed by Roehl & Yi (as described below). As a result, the client may pay higher transaction costs (e.g., brokerage or spreads) or may receive less favorable net prices, on transactions for the account than would otherwise be the case. Subject to its duty of best execution, Roehl & Yi may decline a client’s request to direct brokerage if, in the Firm’s sole discretion, such directed brokerage arrangements would result in additional operational difficulties. Transactions for each client generally will be affected independently, unless Roehl & Yi decides to purchase or sell the same securities for several clients at approximately the same time. Roehl & Yi may (but is not obligated to) combine or “batch” such orders to obtain best execution, to negotiate more favorable rates for client transactions or to allocate equitably among Roehl & Yi’s clients differences in prices or other transaction costs that might not have been obtained had such orders been placed independently. Under this procedure, transactions will generally be averaged as to price and allocated among Roehl & Yi’s clients pro rata to the purchase and sale orders placed for each client on any given day. To the extent that Roehl & Yi determines to aggregate client orders for the purchase or sale of securities, including securities in which Roehl & Yi’s Supervised Persons may invest, the Firm does so in accordance with applicable rules promulgated under the Advisers Act and no-action guidance provided by the staff of the U.S. Securities and Exchange Commission. Roehl & Yi does not receive any additional compensation or remuneration as a result of the aggregation. In the event that the Firm determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which may include: (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portfolios, with similar mandates; (ii) allocations may be given to one account when such account has limitations in its investment guidelines which prohibit it from purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares will be reallocated to other accounts (this may be due to unforeseen changes in an account’s assets after an order is placed); (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, Roehl & Yi may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares will be allocated to one or more accounts on a random basis. Consistent with obtaining best execution, brokerage transactions may be directed to certain broker-dealers in return for investment research products and/or services which assist Roehl & Yi in its investment decision-making process. Such research generally will be used to service all of the Firm’s clients, but transaction fees paid by one client may be used to pay for research that is not used in managing that client’s portfolio. The receipt of investment research products and/or services as well as the allocation of the benefit © MarketCounsel 2025 Page 16  Disclosure Brochure of such investment research products and/or services poses a conflict of interest because Roehl & Yi does not have to produce or pay for the products or services. Software and Support Provided by Financial Institutions Roehl & Yi may receive from Pershing and CS&Co, without cost to Roehl & Yi, computer software and related systems support, which allow Roehl & Yi to better monitor client accounts maintained at Pershing and CS&Co. Roehl & Yi receives the software and related support without cost because Roehl & Yi renders investment management services to clients that maintain assets at Pershing and CS&Co. The software and support is not provided in connection with securities transactions of clients (i.e., not “soft dollars”). The software and related systems support may benefit Roehl & Yi, but not its clients directly. In fulfilling its duties to its clients, Roehl & Yi endeavors at all times to put the interests of its clients first. Clients should be aware, however, that Roehl & Yi’s receipt of economic benefits from a broker-dealer creates a conflict of interest since these benefits create an incentive for the Firm to choose one broker-dealer over another broker-dealer that does not furnish similar software, systems support or services. Additionally, Roehl & Yi may receive the following benefits from Pershing or CS&Co through its Schwab Institutional division: receipt of duplicate client confirmations and bundled duplicate statements; access to a trading desk; access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts; and access to an electronic communication network for client order entry and account information. Item 13. Review of Accounts Account Reviews For those clients to whom Roehl & Yi provides investment management services, Roehl & Yi monitors those portfolios as part of an ongoing process while regular account reviews are conducted on at least a quarterly basis. For those clients to whom Roehl & Yi provides financial planning and consulting, reviews are conducted on an “as needed” basis. Such reviews are conducted by one of Roehl & Yi’s investment adviser representatives. All investment advisory clients are encouraged to discuss their needs, goals and objectives with Roehl & Yi and to keep Roehl & Yi informed of any changes thereto. The Firm contacts ongoing investment advisory clients at least annually to review its previous services and/or recommendations and to discuss the impact resulting from any changes in the client’s financial situation and/or investment objectives. Account Statements and Reports Clients are provided with transaction confirmation notices and regular summary account statements directly from the Financial Institutions where their assets are custodied. From time-to-time or as otherwise requested, clients may also receive written or electronic reports from Roehl & Yi and/or an outside service © MarketCounsel 2025 Page 17  Disclosure Brochure provider, which contain certain account and/or market-related information, such as an inventory of account holdings or account performance. Clients should compare the account statements they receive from their custodian with those they receive from Roehl & Yi or an outside service provider. Those clients to whom Roehl & Yi provides financial planning and consulting will receive reports from Roehl & Yi summarizing its analysis and conclusions as requested by the client or as otherwise agreed to in writing by Roehl & Yi. Item 14. Client Referrals and Other Compensation No Third-Party Solicitors Roehl & Yi is required to disclose any direct or indirect compensation that it provides to third parties for client referrals. Roehl & Yi does not provide compensation for client referrals to third parties. Other Economic Benefits In addition, Roehl & Yi is required to disclose any relationship or arrangement where it receives an economic benefit from a third party (non-client) for providing advisory services. This type of relationship poses a conflict of interest and those relationships are disclosed in response to Item 12, above. Item 15. Custody Roehl & Yi’s Agreement and/or the separate agreement with any Financial Institution may authorize Roehl & Yi through such Financial Institution to debit the client’s account for the amount of Roehl & Yi’s fee and to directly remit that management fee to Roehl & Yi in accordance with applicable custody rules. The Financial Institutions recommended by Roehl & Yi have agreed to send a statement to the client, at least quarterly, indicating all amounts disbursed from the account including the amount of management fees paid directly to Roehl & Yi. In addition, as discussed in Item 13, Roehl & Yi also sends periodic supplemental reports to clients. Clients should carefully review the statements sent directly by the Financial Institutions and compare them to those received from Roehl & Yi. Item 16. Investment Discretion Roehl & Yi may be given the authority to exercise discretion on behalf of clients. Roehl & Yi is considered to exercise investment discretion over a client’s account if it can effect transactions for the client without first having to seek the client’s consent. Roehl & Yi is given this authority through a power-of-attorney included in the agreement between Roehl & Yi and the client. Clients may request a limitation on this © MarketCounsel 2025 Page 18  Disclosure Brochure authority (such as certain securities not to be bought or sold). Roehl & Yi takes discretion over the following activities: • The securities to be purchased or sold; • The amount of securities to be purchased or sold; and • When transactions are made. Item 17. Voting Client Securities Declination of Proxy Voting Authority Roehl & Yi does not accept the authority to vote a client’s securities (i.e., proxies) on their behalf. Clients receive proxies directly from the Financial Institutions where their assets are custodied and may contact the Firm at the contact information on the cover of this brochure with questions about any such issuer solicitations. Item 18. Financial Information Roehl & Yi is not required to disclose any financial information pursuant to this Item due to the following: • The Firm does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of services rendered; • The Firm does not have a financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients; and • The Firm has not been the subject of a bankruptcy petition at any time during the past ten years. © MarketCounsel 2025 Page 19  Disclosure Brochure Prepared by: © MarketCounsel 2025 Page 20 

Wrap Fee Brochure Wrap Fee Program Brochure March 28, 2025 a Registered Investment Adviser This brochure provides information about the qualifications and business practices of Roehl & Yi Investment Advisors, LLC (hereinafter “Roehl & Yi” or the “Firm”). If you have any questions about the contents of this brochure, please contact the Firm at the number listed below. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Additional information about the Firm is available on the SEC’s website at www.adviserinfo.sec.gov. Roehl & Yi is a SEC registered investment adviser. Registration does not imply any level of skill or training. 450 Country Club Road, Suite 200, Eugene, Oregon 97401 | (541) 683-2085 www.roehl-yi.com © MarketCounsel 2025  Wrap Fee Brochure Item 2. Material Changes In this Item, Roehl & Yi is required to discuss any material changes that have been made to the brochure since the last annual amendment filed on March 28, 2024. The Firm updated certain information related to conflicts and other disclosures due to the wrap relationship. The Firm does not consider any of the changes to be material, but will provide an updated wrap and/or disclosure brochure to any existing clients that would like a copy. Additionally, the Firm updated Item 6 to disclose both the removal of the independent manager Martin, and Martin’s two strategies “Core Dividend” and “Oregon Dividend ESG.” The Firm also added the following independent managers and strategies to Item 6: Strategy Independent Manager WCM Investment Management WCM Investment Management Quality Dividend Growth Quality Dividend Growth – Screened Version Goldman Sachs Asset Management GSAM TACS Loss Harvesting S&P 500 BlackRock SpiderRock Hedged Equity – Concentrated Stock © MarketCounsel 2025 Page ii  Wrap Fee Brochure Item 3. Table of Contents Item 1. Cover Page ....................................................................................................................................... i Item 2. Material Changes ............................................................................................................................. ii Item 3. Table of Contents ............................................................................................................................. iii Item 4. Services, Fees and Compensation .................................................................................................. 4 Item 5. Account Requirements and Types of Clients ................................................................................... 7 Item 6. Portfolio Manager Selection and Evaluation .................................................................................... 7 Item 7. Client Information Provided to Portfolio Managers ........................................................................ 12 Item 8. Client Contact with Portfolio Managers .......................................................................................... 12 Item 9. Additional Information .................................................................................................................... 12 © MarketCounsel 2025 Page iii  Wrap Fee Brochure Item 4. Services, Fees and Compensation The Roehl & Yi Wrap Fee Program (the “Program”) is an investment advisory program sponsored by Roehl & Yi, a wealth management firm that has been serving its clients since 1998. This Wrap Brochure describes the business of Roehl & Yi as it relates to clients receiving services through the Program. Certain sections also discuss the activities of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or any other person who provides investment advice on Roehl & Yi’s behalf and is subject to the Firm’s supervision or control. Description of the Program The Program provides clients with wealth management services and the ability to trade in certain investment products without incurring separate brokerage commissions or transaction charges in most circumstances. (For a description of charges clients incur in addition to the Program fee paid to the Firm, please see a description of “Additional Fees and Expenses” below.) As set forth herein, wealth management services generally include a broad range of financial planning services as well as discretionary management of investment portfolios. Prior to receiving services through the Program, clients are required to enter into a written agreement with Roehl & Yi setting forth the relevant terms and conditions of the advisory relationship (the “Agreement”). Clients must also open a new securities brokerage account and complete a new account agreement with Pershing, LLC (“Pershing”), Charles Schwab & Co., Inc. (“CS&Co”) or another broker-dealer Roehl & Yi approves under the Program (collectively “Financial Institutions”). Fees for Participation in the Program Roehl & Yi provides wealth management services under the Program for an annual fee based on the amount of assets under the Firm’s management and advisement. The fee varies between 10 and 95 basis points (0.10% – 0.95%) of the assets under management and advisement, depending upon the size of a client’s portfolio and the type of services rendered. The annual fee is prorated and charged quarterly, in advance, based upon the market value of the assets being managed by Roehl & Yi on the last day of the previous billing period. The Firm includes cash in a clients account in determining the valuation for billing purposes. The Firm may, in its sole discretion, not include cash in determining the fee, especially where a client has a high percentage of cash for reasons other than the Firm's investment management decision. Prorated adjustments are made for capital flows (deposits and withdrawals) in the previous period. Any capital flows less than $5,000 are excluded from proration. For the initial term of an engagement, the fee is calculated on a pro rata basis. In the event the Agreement is terminated, the fee for the final billing period is prorated through the effective © MarketCounsel 2025 Page 4  Wrap Fee Brochure date of the termination and the unearned portion is refunded to the client, unless the client is on a fixed fee basis. Legacy Clients and Fees Certain clients of the Firm may have different fee arrangements due to the fee schedules and arrangements in place when those clients engaged the Firm. Fee Discretion Roehl & Yi, in its sole discretion, may negotiate to waive its fees or charge a lesser fee based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client relationship, account retention and pro bono activities. Additional Fees and Expenses In addition to the Program fee paid to the Firm, clients also incur certain charges imposed by other third parties. These additional charges include mark-ups and mark-downs charged for fixed-income transactions, charges imposed directly by a mutual fund, index fund, or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), spreads paid to market makers, fees and commission for assets not held with the client’s custodian (either Pershing or CS&Co.) or otherwise traded away from those custodians (we have an incentive to execute transactions through Pershing or CS&Co.), margin interest, reporting charges, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer, electronic fund and other cashiering fees and other fees and taxes on brokerage accounts and securities transactions. As mentioned below, where appropriate, the Firm recommends clients allocate a portion of their assets to independent investment managers (“Independent Managers”). In addition to the investment management fees charged by those Independent Managers, which are the responsibility of the client, certain Independent Managers do not absorb the brokerage commissions and/or transaction charges as part of their investment management fees. In those cases, the client will be responsible for any such brokerage commissions and/or transaction charges in addition to the Program fee paid to the Firm. As of the date of this brochure, the following Independent Managers do not absorb commission and/or transaction charges as part of their investment management fees for the specified strategies: Strategy Independent Manager WCM Investment Management WCM Investment Management Nuveen Nuveen Nuveen Quality Dividend Growth Quality Dividend Growth – Screened Version Municipal Bonds: Intermediate High Quality Municipal Bonds: Ladder 1 -7 Year Municipal Bonds: Limited Maturity © MarketCounsel 2025 Page 5  Wrap Fee Brochure Polen Atlanta Capital Capital Group Capital Group Kayne Anderson Kayne Anderson Scharf Large Cap Growth High Quality Select Equity International Equity World Dividend Growers Small Cap Value Small-Mid Cap Value Large Cap Core Equity Goldman Sachs Asset Management GSAM TACS Loss Harvesting S&P 500 BlackRock SpiderRock Hedged Equity – Concentrated Stock Fee Debit Clients generally provide Roehl & Yi with the authority to directly debit their accounts for payment of the Firm’s fees. The Financial Institutions that act as qualified custodian for client accounts have agreed to send statements to clients not less than quarterly detailing all account transactions, including any amounts paid to Roehl & Yi. Alternatively, clients may elect to have Roehl & Yi send them an invoice for direct payment. Account Additions and Withdrawals Clients may make additions to and withdrawals from their account at any time, subject to Roehl & Yi’s right to terminate an account. Additions may be in cash or securities provided that the Firm reserves the right to liquidate any transferred securities or decline to accept particular securities into a client’s account. Clients may withdraw account assets on notice to Roehl & Yi, subject to the usual and customary securities settlement procedures. However, Roehl & Yi designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a client’s investment objectives. Roehl & Yi consults with its clients about the options and implications of transferring securities as necessary. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, fees assessed at the mutual fund level (i.e. contingent deferred sales charge) and/or tax ramifications. Fee Comparison The Firm pays CS&Co. and/or Pershing applicable commissions and/or transaction fees to execute trades in the wrap fee accounts. Alternatively, the Firm can pay CS&Co. and/or Pershing a single asset-based fee in lieu of transaction-based commissions. Therefore, a portion of the fees paid to Roehl & Yi are used to cover the securities brokerage commissions and transaction costs attributed to the management of its clients’ portfolios. Services provided through the Program may cost clients more or less than purchasing these services separately. The number of transactions made in clients’ accounts, the commissions charged for each transaction, and other transaction costs determines the relative cost of the Program versus paying © MarketCounsel 2025 Page 6  Wrap Fee Brochure for execution on a per transaction basis and paying a separate fee for advisory services. Fees paid for the Program may also be higher or lower than fees charged by other sponsors of comparable investment advisory programs. Fees paid for the Program may also be higher or lower than fees charged by other sponsors of comparable investment advisory programs. Because the Firm pays for the brokerage fees, the Firm has an incentive to engage in less transactions, transactions that cost less to the Firm (including the use of mutual funds that do not have transaction charges), or otherwise maximize its compensation by seeking to reduce or minimize the total costs incurred in client accounts subject to the wrap fee. Compensation for Recommending the Program Roehl & Yi has no internal arrangements in place whereby persons recommending the Program are entitled to receive additional compensation as a result of clients’ participation. Item 5. Account Requirements and Types of Clients Roehl & Yi provides its services to individuals, pension and profit sharing plans, trusts, estates, charitable organizations, corporations and other business entities. Minimum Portfolio Size As a condition for starting and maintaining an investment management relationship, Roehl & Yi generally imposes a minimum portfolio size of $2,000,000. The Firm, in its sole discretion, may accept clients with smaller portfolios based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client relationships, account retention and pro bono activities. Roehl & Yi only accepts clients with less than the minimum portfolio size if, in the sole opinion of the Firm, the smaller portfolio size will not result in a substantial increase of investment risk beyond the client’s identified risk tolerance. Roehl & Yi may aggregate the portfolios of family members to meet the minimum portfolio size. Item 6. Portfolio Manager Selection and Evaluation Roehl & Yi acts as the sponsor and primary portfolio manager under the Program; as such, wealth management services are provided directly by the Firm. As described below, the Firm recommends certain Independent Managers to actively manage a portion of its clients’ assets. In doing so, the Firm continues to provide services relative to recommendation of the Independent Managers. Wealth management services generally include a broad range of financial planning services as well as discretionary management of investment portfolios. © MarketCounsel 2025 Page 7  Wrap Fee Brochure Financial Planning and Consulting Services The Firm offers financial planning and consulting services, which may include any or all of the following functions: • Investment Consulting • Asset Allocation • Retirement Planning • Investment Banking • Estate Planning • Distribution Planning • Charitable Giving • Insurance Needs Analysis • Education Planning • Family Legacy Planning • Life Planning • Elder Planning Management of Investment Portfolios Roehl & Yi primarily allocates client assets among various mutual funds, exchange-traded funds (“ETFs”), individual debt and equity securities, and Independent Managers, as well as the securities components of variable annuities and variable life insurance contracts, in accordance with the investment objectives of its individual clients. Where appropriate, the Firm also provides advice about any type of legacy position or other investments held in client portfolios. In addition, Roehl & Yi may also recommend that certain eligible clients invest in privately placed securities, which may include debt, equity, and/or interests in pooled investment vehicles (e.g., REITs or hedge funds). Clients may also engage Roehl & Yi to advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, Roehl & Yi directs or recommends the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company or the custodian designated by the product’s provider. Roehl & Yi tailors its advisory services to meet the needs of its individual clients and continuously seeks to ensure that client portfolios are managed in a manner consistent with their specific investment profiles. Roehl & Yi consults with clients on an initial and ongoing basis to determine their specific risk tolerance, time horizon, liquidity constraints and other qualitative factors relevant to the management of their portfolios. Clients are advised to promptly notify Roehl & Yi if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Clients may impose reasonable restrictions or mandates on the management of their accounts if Roehl & Yi determines, in its sole discretion, the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the Firm’s management efforts. © MarketCounsel 2025 Page 8  Wrap Fee Brochure Use of Independent Managers As mentioned above, where appropriate, the Firm recommends certain Independent Managers to actively manage a portion of its clients’ assets. The specific terms and conditions under which a client engages an Independent Manager are set forth in a separate written agreement between the designated Independent Manager and either Roehl & Yi or the client. In addition to this brochure, clients also receive the written disclosure documents of the designated Independent Managers engaged to manage their assets. Roehl & Yi does not receive compensation from any such Independent Managers. Roehl & Yi evaluates various information about the Independent Managers it recommends to manage client portfolios, which may include the Independent Managers’ public disclosure documents, materials supplied by the Independent Managers themselves and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Independent Managers’ investment strategies, past performance and risk results in relation to its clients’ individual portfolio allocations and risk exposure. Roehl & Yi also takes into consideration each Independent Manager’s management style, returns, reputation, financial strength, reporting, pricing and research capabilities, among other factors. Roehl & Yi continues to provide services relative to recommendation of the Independent Managers. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Independent Managers. Roehl & Yi seeks to ensure the Independent Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. Performance-Based Fees and Side-By-Side Management Roehl & Yi does not provide any services for a performance-based fee (i.e., a fee based on a share of capital gains or capital appreciation of a client’s assets). Methods of Analysis and Investment Strategies Roehl & Yi generally analyzes investments using fundamental analysis and an asset allocation strategy based on Modern Portfolio Theory (“MPT”). The analysis involves an evaluation of the fundamental financial condition and competitive position of a particular fund. For Roehl & Yi, this process typically involves an analysis of an issuer’s management team, investment strategies, style drift, past performance, reputation and financial strength in relation to the asset class concentrations and risk exposures of the Firm’s model asset allocations. MPT is a mathematical based investment discipline that seeks to quantify expected portfolio returns in relation to corresponding portfolio risk. The basic premise of MPT is that the risk of a particular holding is to be assessed by comparing its price variations against those of the market portfolio. However, MPT disregards certain investment considerations and is based on a series of assumptions that may not necessarily reflect actual market conditions. As such, the factors for which MPT does not account (e.g., © MarketCounsel 2025 Page 9  Wrap Fee Brochure tax implications, regulatory constraints and brokerage costs) may negate the upside or add to the actual risk of a particular allocation. Nonetheless, Roehl & Yi’s investment process is structured in such a way to integrate those assumptions and real life considerations for which MPT analytics do not account. Risks of Loss General Risk of Loss Investing in securities involves the risk of loss. Clients should be prepared to bear potential losses. Market Risks The profitability of a significant portion of Roehl & Yi’s recommendations may depend to a great extent upon correctly assessing the future course of price movements of stocks and bonds. There can be no assurance that Roehl & Yi will be able to predict those price movements accurately. Mutual Funds and ETFs An investment in a mutual fund or ETF involves risk, including the loss of principal. Mutual fund and ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds and ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. The trading prices of a mutual fund’s shares may differ significantly from the NAV during periods of market volatility, which may, among other factors, lead to the mutual fund’s shares trading at a premium or discount to actual NAV. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at least once daily for indexed based ETFs and more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 20,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of such shares. © MarketCounsel 2025 Page 10  Wrap Fee Brochure Use of Independent Managers Roehl & Yi may recommend the use of Independent Managers. In these situations, Roehl & Yi continues to do ongoing due diligence of such managers, but such recommendations rely to a great extent on the Independent Managers’ ability to successfully implement their investment strategies. In addition, Roehl & Yi generally may not have the ability to supervise the Independent Managers on a day-to-day basis. Use of Private Collective Investment Vehicles Roehl & Yi may recommend that certain clients invest in privately placed collective investment vehicles (e.g., REITs, hedge funds, private equity or debt funds, etc.). The managers of these vehicles have broad discretion in selecting the investments. There are few limitations on the types of securities or other financial instruments which may be traded and no requirement to diversify. Hedge funds may trade on margin or otherwise leverage positions, thereby potentially increasing the risk to the vehicle. In addition, because the vehicles are not registered as investment companies, there is an absence of regulation. There are numerous other risks in investing in these securities. Clients should consult each fund’s private placement memorandum and/or other documents explaining such risks prior to investing. Real Estate Investment Trusts (REITs) Roehl & Yi may recommend an investment in, or allocate assets among, various real estate investment trusts (“REITs”), the shares of which exist in the form of either publicly traded or privately placed securities. REITs are collective investment vehicles with portfolios comprised primarily of real estate and mortgage related holdings. Many REITs hold heavy concentrations of investments tied to commercial and/or residential developments, which inherently subject REIT investors to the risks associated with a downturn in the real estate market. Investments linked to certain regions that experience greater volatility in the local real estate market may give rise to large fluctuations in the value of the vehicle’s shares. Mortgage related holdings may give rise to additional concerns pertaining to interest rates, inflation, liquidity and counterparty risk. Voting Client Securities Declination of Proxy Voting Authority Roehl & Yi generally does not accept the authority to vote a client’s securities (i.e., proxies) on their behalf. Clients receive proxies directly from the Financial Institutions where their assets are custodied and may contact the Firm at the contact information on the cover of this brochure with questions about any such issuer solicitations © MarketCounsel 2025 Page 11  Wrap Fee Brochure Item 7. Client Information Provided to Portfolio Managers In this Item, Roehl & Yi is required to describe the type and frequency of the information it communicates to the Independent Managers, if any, managing its clients’ investment portfolios. Clients participating in the Program generally grant Roehl & Yi the authority to discuss certain non-public information with the Independent Managers engaged to manage their accounts. Depending upon the specific arrangement, the Firm may be authorized to disclose various personal information including, without limitation: names, phone numbers, addresses, social security numbers, tax identification numbers and account numbers. Roehl & Yi may also share certain information related to its clients’ financial positions and investment objectives in an effort to ensure that the Independent Managers’ investment decisions remain aligned with its clients’ best interests. This information is communicated on an initial and ongoing basis, or as otherwise necessary to the management of its clients’ portfolios. Item 8. Client Contact with Portfolio Managers In this Item, Roehl & Yi is required to describe any restrictions on clients’ ability to contact and consult with the portfolio managers managing their investment portfolios. There are no restrictions on clients’ ability to correspond with Roehl & Yi. Clients can generally contact the Independent Managers managing their portfolios through Roehl & Yi by providing the Firm with written request and identification of the questions or issues to be discussed with the Independent Managers. After receiving the client’s written request, Roehl & Yi, at its sole discretion, may contact the Independent Managers for the client or arrange for the Independent Managers and the client to communicate directly. Item 9. Additional Information Disciplinary Information Roehl & Yi has not been involved in any legal or disciplinary events that are material to a client’s evaluation of its advisory business or the integrity of its management. Other Financial Industry Activities and Affiliations Receipt of Insurance Commission Roehl & Yi is under common control with Roehl & Yi Investment Services, LLC, a duly licensed insurance agency. Certain of Roehl & Yi’s Supervised Persons, in their individual capacities, are also licensed insurance agents with Roehl & Yi Investment Services, LLC and various insurance companies and in such capacity, may recommend, on a fully-disclosed commission basis, the purchase of certain insurance products. While Roehl & Yi does not sell such insurance products to its investment advisory clients, Roehl © MarketCounsel 2025 Page 12  Wrap Fee Brochure & Yi does permit its Supervised Persons, in their individual capacities as licensed insurance agents, to sell insurance products to its investment advisory clients. A conflict of interest exists to the extent that Roehl & Yi recommends the purchase of insurance products where Roehl & Yi’s Supervised Persons receive insurance commissions or other additional compensation. Advisory Board Positions One of the Firm’s principals, Jayman Yi, is an advisory board member for Capital Group and PIMCO. Mr. Yi is not compensated for these positions other than receiving certain travel benefits. Mr. Yi provides his feedback and guidance on services and features for investment advisers that use the companies. While the relationship results in a conflict of interest, the Firm will only use the companies when it decides it is in the best interest of clients. Code of Ethics Roehl & Yi has adopted a code of ethics in compliance with applicable securities laws (“Code of Ethics”) that sets forth the standards of conduct expected of its Supervised Persons. Roehl & Yi’s Code of Ethics contains written policies reasonably designed to prevent certain unlawful practices such as the use of material non-public information by the Firm or any of its Supervised Persons and the trading by the same of securities ahead of clients in order to take advantage of pending orders. The Code of Ethics also requires certain of Roehl & Yi’s personnel (called “Access Persons”) to report their personal securities holdings and transactions and obtain pre-approval of certain investments (e.g., initial public offerings, limited offerings). However, Roehl & Yi Supervised Persons are permitted to buy or sell securities that it also recommends to clients if done in a manner consistent with the Firm’s policies and procedures. This Code of Ethics has been established recognizing that some securities trade in sufficiently broad markets to permit transactions by Access Persons to be completed without any appreciable impact on the markets of such securities. Therefore, under certain limited circumstances, exceptions may be made to the policies stated below. When the Firm is engaging in or considering a transaction in any security on behalf of a client where there may be a potential for conflict, no Access Person may knowingly effect for themselves or for their immediate family (i.e., spouse, minor children and adults living in the same household as the Access Person) a transaction in that security unless: • the transaction has been completed; • the transaction for the Access Person is completed as part of a batch trade with clients; or • a decision has been made not to engage in the transaction for the client. These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase © MarketCounsel 2025 Page 13  Wrap Fee Brochure agreements; (iii) shares issued by open-end mutual funds or money market funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more open-end mutual funds. Clients and prospective clients may contact Roehl & Yi to request a copy of its Code of Ethics. Account Reviews Roehl & Yi monitors investment management portfolios as part of an ongoing process while regular account reviews are conducted on at least a quarterly basis. Such reviews are conducted by one of Roehl & Yi’s investment adviser representatives. All investment advisory clients are encouraged to discuss their needs, goals and objectives with Roehl & Yi and to keep Roehl & Yi informed of any changes thereto. The Firm contacts ongoing investment advisory clients at least annually to review its previous services and/or recommendations and to discuss the impact resulting from any changes in the client’s financial situation and/or investment objectives. Account Statements and Reports Clients are provided with transaction confirmation notices and regular summary account statements directly from the Financial Institutions where their assets are custodied. From time-to-time or as otherwise requested, clients may also receive written or electronic reports from Roehl & Yi and/or an outside service provider, which contain certain account and/or market-related information, such as an inventory of account holdings or account performance. Clients should compare the account statements they receive from their custodian with those they receive from Roehl & Yi or an outside service provider. Client Referrals Roehl & Yi does not compensate any unaffiliated third party for referring clients to the Program. Receipt of Economic Benefit Roehl & Yi receives from Pershing and CS&Co, without cost to Roehl & Yi, computer software and related systems support, which allow Roehl & Yi to better monitor client accounts maintained at Pershing and CS&Co. Roehl & Yi receives the software and related support without cost because Roehl & Yi renders investment management services to clients that maintain assets at Pershing and CS&Co. The software and support is not provided in connection with securities transactions of clients (i.e., not “soft dollars”). The software and related systems support may benefit Roehl & Yi, but not its clients directly. In fulfilling its duties to its clients, Roehl & Yi endeavors at all times to put the interests of its clients first. Clients should be aware, however, that Roehl & Yi’s receipt of economic benefits from a broker-dealer creates a conflict of interest since these benefits create an incentive for the Firm to choose one broker-dealer over another broker-dealer that does not furnish similar software, systems support or services. © MarketCounsel 2025 Page 14  Wrap Fee Brochure Additionally, Roehl & Yi may receive the following benefits from Pershing or CS&Co through its CS&Co Institutional division: receipt of duplicate client confirmations and bundled duplicate statements; access to a trading desk; access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts; and access to an electronic communication network for client order entry and account information. Financial Information Roehl & Yi is not required to disclose any financial information pursuant to this Item due to the following: • The Firm does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of services rendered; • The Firm does not have a financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients; and • The Firm has not been the subject of a bankruptcy petition at any time during the past ten years. © MarketCounsel 2025 Page 15  Wrap Fee Brochure Prepared by: © MarketCounsel 2025 Page 16