2-457b Agreement.pdf

2025-04-22- ODCONGA NonE 3(38)

This Retirement Plan Investment Management Agreement

Hillsborough

County Board of County Commissioners -registered investment advisory firm.

I. PROVISION OF SERVICES BY ONEDIGITAL:

In exchange for its receipt of the compensation specified in Schedule B, OneDigital agrees to perform those services of each retirement plan(s) listed on the Client Information Form (collective conditions set forth in this Agreement.

II. TERMS AND CONDITIONS

1. Limitations on Services Provided. Neither OneDigital term is defined in Section 202(a)(17) of the Investment Advisers Act of 1940, shall:

a. have any responsibility under this Agreement to perform any duties beyond those necessary to provide the Services.

b. have the authority to take custody or possession c.

administrator, including without limitation, having final responsibility for making any documents.

d. provide any advice or exercise any authority over stock as an investment option under Plan.

e. provide individualized investment advice to the agreed upon in a separate agreement with the participant.

f. provide legal or tax advice to Client or the Plan.

g. take any action or render any advice with respect to the voting of any proxies, unless otherwise required by law.

2. Client understands the Plan and/or its participants are assuming the market risk involved in their investments and that: (i) investments fluctuate in value and may be greater or lesser than the original cost when sold; (ii) past investment performance does not guarantee any level of future investment performance; and (iii) OneDigital does not warrant or guarantee any level of performance by any of the investments offered under the Plan or that any investment strategy will be profitable over time.

3. Client understands nothing in this Agreement shall be deemed to impose on OneDigital, its representatives, or its affiliates any obligation to provide the Services in the same manner or at the same time as they may provide similar services to any of their other clients.

4. Client acknowledges it has made an independent determination the fees payable pursuant to this Agreement are reasonable.

5. .

As a condition of OneDigital entering into this Agreement, Client hereby represents:

a. Client has the power and authority to enter into and perform this Agreement, and there are no authorizations, permits, certifications, licenses, filings, registrations, approvals, or consents that must be obtained by it from any third party, including any governmental authority, in connection with this Agreement. In addition, Client represents its engagement of OneDigital, as well as any instructions it provides to OneDigital regarding the Plan, are consistent with applicable plan and trust documents.

b. Client will provide OneDigital with copies of the

Plan and the trust documents, including all amendments thereto, pursuant to which the Plan and trust will be administered, as well as copies of any subsequent amendments or restatements of those documents. Client represents and warrants these documents meet the qualification requirements as a tax-exempt entity pursuant to the Internal Revenue Code and all regulations thereunder.

c. All information provided to OneDigital to enable it to perform its services shall be true, correct, and complete in all material respects. Client agrees to promptly notify OneDigital in writing of any material change in the information provided to OneDigital and to promptly provide any such additional information as may be reasonably requested.

6.

Disclosures. As a condition of Client entering into this Agreement, OneDigital hereby represents:

a. OneDigital is properly registered or authorized to and shall maintain such registration or authorization through the term of this Agreement.

In addition, all personnel assigned by OneDigital to render the Services hereunder shall be appropriately licensed as required by law.

2025-04-22-OD- 338 (non ERISA) Conga

b. OneDigital has the power and authority to enter into and perform this Agreement, and there are no authorizations, permits, certifications, licenses, filings, registrations, approvals, or consents that must be obtained by them from any third party, including any governmental authority, in connection with this Agreement.

7. Limits on Liability.

a. OneDigital shall have no liability for any loss custodian. In addition, OneDigital shall have no liability from any acts or omissions committed by providers.

b. It is agreed that, to the extent permitted under applicable law, neither party (including its employees and agents) shall seek any exemplary or consequential damages from the other party.

c. It is agreed that, except as set forth in subsections II.7.d. and e., below, each party shall be responsible for defending itself from any claims for damages made against it. However, once a party has been found, in a final, non-appealable decision, to be liable for losses suffered by a third party, it shall indemnify the other party and hold the other party harmless from any liability for those losses.

d. Client will defend OneDigital, and each of its current or future subsidiaries, affiliates, shareholders, directors, officers, employees, agents or other representatives, and hold each of them harmless from and against any and all losses, expenses, liabilities, obligations, costs, attorney fees, or damages of every kind and character without limitation, arising from a claim brought by a third party that: i) is based upon warranties made in subsection II.5; or ii) is not based upon any Services required to be provided by OneDigital under this Agreement.

e. OneDigital shall defend Client and each of its current or future subsidiaries, affiliates, shareholders, directors, officers, employees, agents or other representatives, and hold each of them harmless from and against any and all losses, expenses, liabilities, obligations, costs, attorney fees, or damages of every kind and character without limitation arising from a claim brought by a third party that is based upon warranties made in subsection II.6.

8. Termination. Except as set forth in subsection II.10., below, this Agreement shall remain effective for a period of five (5) years from the Effective Date of this Agreement. Furthermore, client may elect to renew this Agreement for an additional one (1) year term, up to five (5) times, subject to the mutual agreement of all parties to this Agreement. Notwithstanding the foregoing, Client may terminate this Agreement by providing OneDigital with written notice of its intent to terminate no less than twenty-four (24) hours prior to the termination date and OneDigital may terminate this Agreement by providing Client with written notice of its intent to terminate no less than seven (7) days prior to the termination date. In the event this Agreement is terminated: i) Client will be required to pay a prorated portion of any unpaid compensation owed, or ii) OneDigital will be required to refund a prorated portion of any excess compensation received, as applicable, from the last billing period to the termination date. Client acknowledges that, upon termination of this Agreement, OneDigital will have no continuing duty to provide the Services and that the circumstances pursuant to which OneDigital provided the Services will change OneDigital will cease to have any responsibility for how the Plan is operated -regardless of whether the Plan continues to be operated consistent with the Services previously provided by OneDigital.

9. General Provisions.

a. Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the matters set forth herein, and each party acknowledges and agrees that no representations, warranties, inducements, or promises other than those set forth herein have been made by any party to the other.

b. Amendments. No modifications, amendments or attempted waiver of any provisions of this Agreement shall be valid unless in writing and signed by both parties.

c. Duty to provide Information.

written request, OneDigital will furnish any other information relating to compensation it received in connection with this Agreement that is required for Client to comply with its reporting and disclosure requirements under applicable regulations.

d. Waiver of Limitation. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which Client or Plan or any other party may have under federal or state securities laws.

e. Non-Assignability; Binding Effect. No assignment of this Agreement shall be made without the consent of both parties. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

f. Delivery of Notices. Any notice, advice, or report provided between the parties under this Agreement will be delivered in person, by U.S.

mail or overnight courier (postage prepaid), or by electronic mail to:

i. for Client: the address listed on the Client

Information Sheet;

ii. for OneDigital: the address listed on the cover page of this Agreement; or

iii. or at such other address as a party may designate in writing.

g. Advice of Counsel. Each party represents and warrants that, in executing this Agreement, it has had the opportunity to obtain independent accounting, financial, investment, legal, tax, and other appropriate advice and that it has carefully read and fully understands the terms and consequences of this Agreement. Each party represents and warrants that its execution of this Agreement is free and voluntary.

h. Severability. If any one or more of the provisions of this Agreement shall, for any reason, be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Agreement and this Agreement shall be enforced as if such illegal or invalid provision had not been contained herein.

i. Interpretation. This Agreement shall be construed in accordance with its fair meaning as if prepared by all parties hereto and shall not be interpreted against either party on the basis that it was prepared by one party or the other. The captions, headings, and subheadings used in this Agreement are for convenience only and do not in any way affect, limit, amplify or modify the terms and provisions thereof. Words used herein in the singular shall include the plural, and words used in the plural shall include the singular, wherever the context so reasonably requires.

10. Receipt of Firm Brochure. Client hereby

Form ADV, which is attached at the end of this Agreement. If Client did not receive this document at least forty-eight (48) hours prior to execution of this Agreement, it may cancel this Agreement by giving written notice to OneDigital within five (5) days after executing this Agreement.

11. Disclosure of Potential Conflicts.

The investment adviser representative providing the Services may also be a registered representative of a broker-adviser representatives are not permitted to receive any compensation from a broker-dealer or any investment product providers as a result of the

Services including, without limitation, any investment products recommended or sold to the Plan. Therefore, the only compensation the investment advisor representative may receive as a result of the Services is a salary and/or portion of the advisory fee payable to OneDigital under this Agreement.

OneDigital does not receive any direct or indirect compensation from the providers of the investment products it recommends, except to the extent those sources are used to pay the compensation due under this Agreement or to cover expenses incurred by OneDi and educational events, as well as to learn about the

(OneDigital maintains a register of such payments and will make this information available to Client upon request.) Therefore, the only compensation OneDigital derives from its provision of Services under this Agreement are the fees specified herein, and it believes its investment recommendations are free from conflict.

12. Fiduciary Status. There may be certain Plans that are not considered plans subject to ERISA. However, such Plans are governed by other applicable federal and/or state law, rules and guidance. Accordingly, for purposes of this Agreement, with regard to such non- ERISA Plans, reference to terms found in ERISA or any ERISA requirements discussed herein shall instead mean the similar term or requirement, if any, set forth in the relevant applicable federal and/or state law, rule or guidance. Notwithstanding the foregoing, OneDigital acknowledges that for any actions it otherwise providing investment advice to the Plan for compensation, the applicable standard of care under this Agreement for non-ERISA plans shall be the ERISA standard of care.

13. Purchase Order Terms and Conditions. OneDigital Purchase Order

Terms and Conditions as amended for OneDigital to be effective July 1, 2026.

SCHEDULE A

SCHEDULE OF SERVICES TO BE PROVIDED

(Ongoing Services)

Client Name: Hillsborough County Board of County Commissioners

Check each Service to be provided pursuant to this Agreement:

Preparation of Investment Policy Statement e IPS will outline the investment policies and objectives for the Plan as well as considerations for meeting those objectives.

Investment Management.

appointment, provides the following a limited power of attorney for OneDigital to act in the name of the Plan, on its behalf, and for its risk and benefit to select the specific investments to be held by the Plan or to offered as investment options under it, consistent with the policies outlined in the IPS, pursuant to the following:

(1) OneDigital is authorized to act for the Plan, and on its behalf, in the same manner and with the same authority and effect as if performed directly by the Client with respect to the limited powers outlined herein.

(2) OneDigital will act in accordance with the following special instructions and/or limits: Client will promptly notify OneDigital of any change in these instructions and/or limits, and OneDigital will have a reasonable period of time to implement any such changes.

(3) Except as specifically stated herein, any custodians of Plan assets or vendors providing investment products to the Plan are hereby authorized and directed to follow the instructions of OneDigital issued pursuant to the limited powers granted herein until

(4) All transactions conducted by OneDigital under this authorization shall be completed solely in the name of the Plan and for the

(5) OneDigital may, at its sole discretion, employ a third-party money manager or sub-advisor to manage all or any portion of the

Client may be required to execute a limited power of attorney to grant such entity authority to manage Plan assets on a discretionary basis. However, OneDigital will be responsible for any fees charged by such entity.

(6) In the event OneDigital is selecting the specific investments to be held by the Plan, it is further expressly authorized to cause the Plan to pay commissions on transactions, which it determines in good faith to be reasonable in relation to the value of the brokerage and research services provided, in terms either of that particular transaction or the overall responsibilities of OneDigital with respect to all accounts managed by OneDigital.

(7)

Performance Monitoring and Reporting of Investments outlined in the IPS. OneDigital will also prepare performance reports based upon information derived from statements provided by Client

Selection of Qualified Default Investment Alternative. If Client determines the Plan should have a qualified default investment election and decides upon the type of investment to serve as the QDIA (e.g., target date fund, balanced fund, or managed account), RIA will select the investment to serve as the QDIA consistent with the IPS.

Education Services to Plan Fiduciaries. At times mutually agreed to by the parties, OneDigital will provide educational training, nvestment authority has been delegated at such times and under such terms as the parties may agree from time-to-time. These educational sessions shall occur as mutually agreed by the parties, unless specified here: .

Counseling Services to Plan Fiduciaries on Increasing Participant Retirement Readiness. OneDigital will periodically audit the participation and deferral rates, and analysis of the investment choices being made by the Plan ver, Client

Participant Investment Education Services investment principles and the investment alternatives available under the Plan. These educational sessions shall occur as mutually agreed by the parties, unless specified here: .

Participant Enrollment Services. OneDigital will assist Client in enrolling participants in the Plan, including conducting enrollment meetings designed to increase retirement plan participation among employees. These enrollment sessions shall occur as mutually agreed by the parties, unless specified here: .

Concierge Services.

Client may experience with its management of the Plan. However, OneDigital will not assume any responsibility or liability for the actual management or administration of the Plan, including any responsibility for ensuring Client or a vendor completes any duty or task assigned to it.

Request for Proposals/Plan Vendor Search. OneDigital will manage the preparation, distribution, evaluation of RFPs of potential vendors for selection by the Plan, as well as interviewing the finalists and providing support services for the conversion to the selected vendor.

Benchmarking Services. OneDigital will provide Client with comparisons of Plan data (e.g., regarding fees, services, participant

Assistance in Identifying Plan Fees. OneDigital will assist Client in identifying the fees and other costs borne by the Plan for items specified by Client, including investment management, recordkeeping, participant education, participant communications, and/or other services provided to the Plan.

FE&G program, which is designed to deliver education and access to resources to help employees maximize their participation in the Plan by enabling them to improve their financial wellbeing.

portals, including the use of some interactive tools, that can assist employees in various tasks such as retirement planning (e.g., defining their invest and/or managing debt, and making asset allocation and investment decisions. As part of the FE&G program, OneDigital will proactively engage with certain eligible employees on a one-on-one and/or group basis to provide targeted, timely and/or on-demand guidance to them about their options with respect to the Plan, including those arising from the termination of their employment. In order to provide eligible employees with the FE&G program, OneDigital requires access to certain non-public personal information about such eligible employees that the Plan agrees to make available to OneDigital.

(Project Based Services)

Project Based Service.

Project Based Service.

Client Name: Hillsborough County Board of County Commissioners

SCHEDULE B

FEE SCHEDULE

1. Advisory Fee. In exchange for its provision of the Services designated on Schedule A, the parties agree OneDigital shall be entitled to an advisory fee equal to:

Service Type

Fee Type**

Annual Fee Amount Payment Frequency

Payment Timing Paid By

Rep Code

Ongoing Services (Flat Fee) Flat Fee $47,500 Quarterly Arrears Client RLL1D

2. Additional Fees. Client and/or the participants in the Plan may incur certain charges imposed by third parties in addition to the advisory fees described herein. Such charges include, but are not limited to, custodial fees; brokerage commissions; transaction fees; charges imposed directly by a mutual fund, index fund, or exchange traded fund selected as an investment; wire transfer fees;

and other fees and taxes on brokerage accounts and securities transactions.

CLIENT INFORMATION FORM

Effective Date

This Agreement shall be effective as to the Plan(s) listed on this Client Information Form beginning on 07/01/2026 .

(If the Effective Date is not the first day of the initial payment period, a pro-rata fee will be charged for that initial payment period.)

Information Regarding the Plan Sponsor

Hillsborough County Board of County Commissioners

601 East Kennedy Blvd, 17th Floor Tampa FL 33601 Address City State Zip Code

813-276-2728/813-829-2768 hillsboroughcounty.org Phone Number Fax Number Website

59-6000661 Rebecca Buehrle/Paul Almeida Federal Tax ID Number Contact Person-Phone Number/Extension buehrler@hillsboroughcounty.org and almeidap@hcfl.gov Contact Person-Email

Plan Name

Plan Type (401(k), 403(b), Profit Sharing Plan, etc.)

Federal Tax ID Number

Number of Participants (Approx.)

Value of Plan Assets (Approx.) Record Keeper and Plan No.

Hillsborough County Deferred Compensation Plan

457 Plan 59-6000661 7,210 $304,806,930 Nationwide Mutual Insurance Company - 38519

Hillsborough County Deferred Compensation Plan

457 Plan 59-6000661 2,217 $186,263,500 Empower - 743298-01

Hillsborough County Deferred Compensation Plan

457 Plan 59-6000661 629 $37,028,740 MissionSquare - 301165

(Additional retirement plans may be added by endorsement, if necessary.)

Billing Contact and Address

Company or Individual:

Hillsborough County Board of County Commissioners

Contact (If Company):

Bindi Shukla HR-Fiscal

Relationship:

Plan Sponsor Investment Provider Custodian/Recordkeeper Other (explain)

Address: 601 East Kennedy Blvd City Tampa State FL Zip Code 33601

Name of Company/Individual to contact for asset value if applicable Name: Hillsborough County Board of County Commissioners Phone: 813-276-2750 hr-fiscalmanagement@hcfl.gov

For Advisor Use Only:

Copy of Agreement to Client: 10/17/2025

Branch: OD1716a Montgomery

Advisor Rep Code: RLL1D

Notes: N/A

OneDigital Page 1 of 15 Form ADV, Part 2A

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 authority. Additional information about OneDigital website at adviserinfo.sec.gov by searching for CRD No. 106766. References herein to OneDigital level of skill or training.

OneDigital Page 2 of 15 Form ADV, Part 2A

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 services under the Personal Financial Planning program will be transitioned to the Financial Education and Guidance program and its enhanced services.

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 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.

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 m 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 3 of 15 Form ADV, Part 2A

Preparation of Investment Policy Statement. OneDigital will help draft an investment policy

The IPS will outline the investment policies and objectives for the Plan as well as considerations for meeting those objectives investment manager and, pursuant to that appointment, provides the following a limited power of attorney for OneDigital to act in the name of the Plan, on its behalf, and for its risk and benefit to select the specific investments to be held by the Plan or to offered as investment options under it, consistent with the policies outlined in the IPS, pursuant to the following:

(1) OneDigital is authorized to act for the Plan, and on its behalf, in the same manner and with the same authority and effect as if performed directly by the Client with respect to the limited powers outlined herein

(2) OneDigital will act in accordance with the following special instructions and/or limits: Client will promptly notify OneDigital of any change in these instructions and/or limits, and OneDigital will have a reasonable period of time to implement any such changes

(3) Except as specifically stated herein, any custodians of Plan assets or vendors providing investment products to the Plan are hereby authorized and directed to follow the instructions of OneDigital issued pursuant to the limited powers granted herein until otherwise notified by the Plan. Client and the Plan agree they will not provide any investment options during the term of this Agreement

(4) All transactions conducted by OneDigital under this authorization shall be completed solely in the name of the Plan and for the

(5) OneDigital may, at its sole discretion, employ a third-party money manager or sub-limited power of attorney to grant such entity authority to manage Plan assets on a discretionary basis. However, OneDigital will be responsible for any fees charged by such entity. 4

(6) In the event OneDigital is selecting the specific investments to be held by the Plan, it is further expressly authorized to cause the Plan to pay commissions on transactions, which it determines in good faith to be reasonable in relation to the value of the brokerage and research services provided, in terms either of that particular transaction or the overall responsibilities of OneDigital with respect to all accounts managed by OneDigital

(7) OneDigital shall not have any actual or constructive custody or possession of the

OneDigital Page 4 of 15 Form ADV, Part 2A investments according to the guidelines outlined in the IPS. OneDigital will also prepare performance reports based upon information derived from statements provided by Client

Selection of Qualified Default Investment Alternative. If Client determines the Plan should automatically enrolled in the Plan or who otherwise fail to make an investment election and decides upon the type of investment to serve as the QDIA (e.g., target date fund, balanced fund, or managed account), RIA will select the investment to serve as the QDIA consistent with the IPS

1. Advisory Fee. In exchange for its provision of the Services designated on Schedule A, the parties agree OneDigital shall be entitled to an advisory fee equal to:

Service Type

Fee Type**

Annual Fee Amount

Payment Frequency

Payment Timing

Paid By

Rep Code

Ongoing Services (Flat Fee)

Flat Fee

$39500

Quarterly

Arrears

Client

RLL1D

**For Percent of Assets and/or Tiered Schedule: The value of total assets within the Plan or understands and agrees that, if the advisory fee is charged as a percentage of Plan or participant assets, the percentage is applicable to the Plan assets for that payment period, divided by the applicable ratio for a 12-month period. For example, if the payment period is advisory fee for each complete payment period will be calculated as: .... Error!

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(Plan assets x applicable percentage) / 4 ...............................................Error! Bookmark not defined.

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Tiered/Breakpoint Fee Description ..........................................................Error! Bookmark not defined.

OneDigital Page 5 of 15 Form ADV, Part 2A

Agreement ........................................................................................................Error! Bookmark not defined.

Basis ..................................................................................................................Error! Bookmark not defined.

Min Fee ..............................................................................................................Error! Bookmark not defined.

Max Fee .............................................................................................................Error! Bookmark not defined.

applicable plan assets in that asset range. The products of those calculations will then be added together to calculate the total fee.................................................Error! Bookmark not defined.

highest applicable asset range to calculate the total fee. ...................Error! Bookmark not defined.

2. Additional Fees. Client and/or the participants in the Plan may incur certain charges imposed by third parties in addition to the advisory fees described herein. Such charges include, but are not limited to, custodial fees; brokerage commissions; transaction fees; charges imposed directly by a mutual fund, index fund, or exchange traded fund selected as an investment; wire transfer fees; and other fees and taxes on brokerage accounts and securities transactions

3.

Ongoing Service shall automatically increase pursuant to the following schedule: ................ Error!

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Effective Date of First Increase ....................................................................Error! Bookmark not defined.

Percentage of Increase ..................................................................................Error! Bookmark not defined.

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Item 2 Material Changes

Item 3 Table of Contents

Item 4 Advisory Business

Background

Investment Advisory and Investment Management Services

Add-On Services

Item 5 Fees and Compensation

Investment Advisory Fees

Item 6 Performance Based Fee and Side-by-Side Management

Item 7 Types of Clients

Item 8 Methods of Analysis, Investment Strategies and Risk of Loss

Item 9 Disciplinary Information

Item 10 Other Financial Industry Activities and Affiliations

Item 11 Code of Ethics, Participation or Interest in Client Accounts and Personal Trading 13

OneDigital Page 6 of 15 Form ADV, Part 2A

Item 12 Brokerage Practices

Recommending Broker-Dealers

Research and Additional Benefits

OneDigital Summit Sponsorships

Item 13 Review of Accounts

Item 14 Client Referrals and Other Compensation

Item 15 Custody

Item 16 Investment Discretion

Item 17 Voting Client Securities

Item 18 Financial Information

OneDigital Page 7 of 15 Form ADV, Part 2A

Background 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 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.

(in which case OneDigital will recommend investment decisions for approv either case, OneDigital will assist the plan sponsor with any notices or transactions resulting

-directed, defined-contribution plans, where OneDigital provides advice on or manages the investment options that will be made

In rendering these services to most participant-options that are appropriate for their retirement needs based up impose restrictions on the types of investments that may be held by, or offered through, the plan, and those guidelines are typical IPS

OneDigital Page 8 of 15 Form ADV, Part 2A

However, OneDigital generally does not provide advice regarding the inclusion of the plan

Add-On Services OneDigital offers additional services to its retirement plan clients, including without limitation, IPS, selecting an appropriate QDIA education and 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.

OneDigital offers TPA services to sponsors of retirement plans, which generally includes filing, and other tasks related to the administration of the retirement plan.

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. O 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.

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 providing access to OneDigital so that it can process trades on its platform as well as to

OneDigital Page 9 of 15 Form ADV, Part 2A

OneDigital uses a sub-adviser to make investment allocation decisions and trades in the -adviser.

custodial fees; brokerage commissions; transaction fees; charges imposed directly by a mutual fund, index fund, or exchange traded fund (as disclosed on the fund embedded investment advisory fees paid to unaffiliated third-party asset managers for uired 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 collect that fee and the

Portfolios program. However, if the plan , 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.

Because it would likely be deemed a prohibited transaction under ERISA, OneDigital and its

IARs 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 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 their liability for making future payments to beneficiaries through the purchase of an insurance 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

OneDigital Page 10 of 15 Form ADV, Part 2A of the selected product. Those services, however, are not considered to be investment advice given to a retirement plan.

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.

Neither OneDigital nor any IAR of OneDigital accepts performance-based fees.

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.

For ERISA qualified, participant-directed, defined-investment options to enable participants to develop a diversified portfolio. If the plan already participants to select from to construct a diversified portfolio. If the plan does not have an IPS, 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

Based upon this analysis, OneDigital will recommend or select the investment options it believes

OneDigital Page 11 of 15 Form ADV, Part 2A aphics 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.

raphics of its intended beneficiaries, and annual investment return needs to construct a portfolio that adequately

For its Personalized Portfolios program, OneDigital will either utilize investment options

CITs 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, 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 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

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.

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 s advisory business or the

OneDigital Page 12 of 15 Form ADV, Part 2A 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.

Registered Representatives capacities separate from OneDigital, are registered representatives of broker-dealers that are

Registered Representatives 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 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 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) insuranc comprehensive suite of services or on a stand-alone basis. As such recommendation may result gital and/or its IARs have a conflict of interest when recommending the services of Digital Insurance LLC to clients. Clients are 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

OneDigital Page 13 of 15 Form ADV, Part 2A

Model Managers OneDigital with investment research, models and/or technology at no cost, which is used in the however, creates a conflict of incentive for OneDigital to recommend Model Mana 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 .

Mariner, LLC Mariner 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 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 securities transactions and holdings of its access persons for any activity that may indicate a

OneDigital Page 14 of 15 Form ADV, Part 2A

Recommending Broker-Dealers 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 acco sole authority to select the broker(s) that will process transactions in those accounts even if 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 these relationships in place, OneDigital will provide retirement plan clients with recommendations for vendors who can serve these needs at t

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…