RETIREMENT PLAN INVESTMENT ADVISORY AGREEMENTRetirement
Plan
Investment
Advisory
Agreement
(Non -ERISA)
ONEDIGITAL
INVESTMENT ADVISORS
14502 N Dale Mabry Hwy, Ste 200
Tampa, FL 33618
11101 Switzer Rd
Overland Park, KS 66210
This Retirement Plan Investment Advisory Agreement
("Agreement") is effective as of the date stated on the Client
Information Form ("Effective Date") by and between City of
Clearwater ("Client") and OneDigital Investment Advisors LLC
("OneDigital"), an SEC -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
specifically selected on Schedule A ("the Services") on behalf
of each retirement plan(s) listed on the Client Information Form
(collectively referred to as "the Plan") pursuant to the terms and
conditions set forth in this Agreement.
II. TERMS AND CONDITIONS
1. Limitations on Services Provided. Neither OneDigital
nor any "person associated with" OneDigital, as that
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
of any of the Plan's assets.
c. act as or assume any duties as the Plan's trustee or
administrator, including without limitation,
having final responsibility for making any
decision regarding the Plan's compliance with
any applicable law or the Plan's governing
documents.
d. provide any advice or exercise any authority over
the decision to include any of Client's capital
stock as an investment option under Plan.
e. provide individualized investment advice to the
Plan's participants, unless specifically offered and
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
1
2021-7-1-ODBox —NonE — 3(21)
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. Client's Representations, Warranties and Disclosures.
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. OneDigital's Representations, Warranties and
Disclosures. As a condition of Client entering into this
Agreement, OneDigital hereby represents:
a. OneDigital is properly registered or authorized to
provide the Services in Client's state of domicile
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.
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
resulting from the insolvency of the Plan's
custodian. In addition, OneDigital shall have no
liability from any acts or omissions committed by
any of the Plan's other current or former service
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.
d. 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
OneDigital's breach of the representations and
warranties made subsection II.6.
8. Term and Termination. This Agreement shall begin
on July 1, 2023 and continue through June 30, 2024.
Thereafter, this Agreement will automatically renew
for four (4) additional one-year terms under the same
terms and conditions unless either party gives the other
at least thirty (30) days' written notice of its intent to
terminate. 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
3
2023-03-23-ODBox —NonE — 3(21)
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. Duty to provide Information. Upon Client's
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.
c. Amendments. No modifications, amendments or
attempted waiver of any provisions of this
Agreement shall be valid unless in writing and
signed by both parties.
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 as 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.
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
acknowledges delivery and receipt of OneDigital's
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-dealer. However, OneDigital's investment
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
OneDigital's employees and agents to attend industry
and educational events, as well as to learn about the
provider's products and to host client events.
(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.
4
2023-03-23-ODBox —NonE — 3 (21)
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
undertakes as the Plan's investment manager or in
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.
APPENDIX I - PRIVACY NOTICE
OneDigital values the trust its retirement plan clients have placed in it
and is committed to the responsible management, use, and protection
of information it acquires regarding the plan, its sponsor, and the plan's
participants. However, OneDigital must use and share such
information to provide the Services, as well to comply with applicable
law.
As you read this document, please note that federal privacy laws only
apply to individuals who have purchased a financial product or service
for personal, family, or household purposes. As a result, the laws do
not apply to services provided to retirement plans or other entities.
However, it is the intent of OneDigital to maintain the confidentiality
of any nonpublic, personal information of its retirement plan clients
(including their participants and beneficiaries) as if that information
was protected by federal privacy laws, and it will only disclose such
information pursuant to the exceptions set forth below, unless
specifically requested by the client.
Information We Collect From You
OneDigital collects information about its retirement plan clients and
their participants to help it provide the Services, offer new products or
services, and fulfill legal and regulatory requirements. OneDigital
collects information about its customers from the following sources:
• information provided to us, our affiliates, or our investment
advisor representatives, such as from Client in the course of
OneDigital's provision of the Services to the Plan or from
plan participants in connection our investment education or
financial wellness services.
• information provided by other unaffiliated third parties, such
as from the plan's recordkeeper or custodian.
• information gleaned from public sources, such as the plan's
Form 5500 filing.
However, unless we are providing investment management services to
the Plans' participants, OneDigital typically does not collect or retain
their personal, identifiable information ("PII") such as their social
security number, birth date, net worth, assets, or income. In the event
OneDigital is managing a participant's Plan account pursuant to a
separate agreement, it will provide that participant with a separate
Privacy Notice regarding our use of PII.
Sharing Information
OneDigital will not disclose nonpublic information related to the
Client or any PII of the plan's participants or beneficiaries without
prior consent, unless the disclosure is needed to:
• provide the Services, including, without limitation:
• providing investment education or financial wellness
services to the plan's participants;
■ educating terminated participants regarding available
options for their Plan account assets; or
• providing concierge service to Client in working with
the plan's vendors;
• responding to participants' requests for additional
investment advisory/management services;
5
2023-03-23-ODBox —NonE — 3(21)
providing the Plan's participants with marketing materials
regarding OneDigital's products and/or services, as well as
those offered pursuant to joint agreements with our affiliates
or non-affiliated third parties; but only if: i) the offering of
the product or service has been authorized by Client; and ii)
all parties offering the products and/or services have agreed,
in writing, to protect the confidentiality of the information
and to not use it for any other purpose;
• enforce any of OneDigital's rights, including the collection
of any fees or other payments due;
• provide any of OneDigital's affiliates, including Triad
Advisors, LLC, its affiliated broker-dealer, with information
regarding its operations, or as reasonably required pursuant
to the proposed or actual sale, merger, transfer, or exchange
of all, or a portion of, its business;
• comply with the request or requirements of regulatory and/or
law enforcement organizations;
• respond to a subpoena or discovery request; or
• provide disclosures as otherwise permitted or required by
law.
OneDigital may provide such information to OneDigital's affiliates
and/or unaffiliated financial or non-financial services providers as
necessary pursuant to the exceptions listed above. However,
OneDigital will not sell, share, or disclose any nonpublic personal
information to unaffiliated third -party marketing companies.
Any California resident's personal information disclosed by the Client
is only for limited and specified purposes of OneDigital fulfilling its
obligations under this Agreement. To the extent not preempted by
applicable Federal regulations, OneDigital shall comply with
applicable obligations under the California Privacy Rights Act (the
"Act") regarding California residents, including providing the same
level of privacy protection as required thereunder. Company may take
reasonable and appropriate steps to help ensure that OneDigital uses
any such disclosed personal information in a manner consistent with
the Client's obligations under the Act. OneDigital shall notify Client if
it makes a determination that it can no longer meet its obligations under
the Act. The Client may, upon such notice from OneDigital, take
reasonable and appropriate steps to stop and remediate unauthorized
use of such personal information. Additional information about
OneDigital's privacy policies can be found at
httos://www.onedigital. com/privacv-po 1 icv/.
Safeguarding Information
OneDigital recognizes the need to prevent unauthorized access to the
information it collects, including information held in electronic format.
As a result, OneDigital limits access to customers' confidential or
nonpublic personal information only to personnel who need the
information to provide the Services. OneDigital maintains physical,
electronic, and procedural safeguards regarding its customers'
information to ensure it complies with this policy, industry practices,
and federal and state regulations, including after this Agreement is
terminated.
SCHEDULE A
SCHEDULE OF SERVICES TO BE PROVIDED
(Ongoing Services)
Client Name: City of Clearwater
Check each Service to be provided pursuant to this Agreement:
® Preparation of Investment Policy Statement. OneDigital will help draft an investment policy statement ("IPS") for
Client to review, amend, and adopt as it deems appropriate in consideration of the Plan's investment objectives, policies,
and constraints. The IPS will outline the investment policies and objectives for the Plan as well as considerations for
meeting those objectives.
® Investment Advice to the Plan. OneDigital will recommend, for adoption by the Plan, the specific investments to
be held by the Plan or, in a participant -directed plan to be offered as investment options under the Plan, consistent with
the policies outlined in the IPS. OneDigital will also assist the Plan in implementing any investment decisions it adopts.
® Performance Monitoring and Reporting of Investments. OneDigital will monitor Plan's investments according to
the guidelines outlined in the IPS. OneDigital will also prepare performance reports based upon information derived
from statements provided by Client and/or the Plan's recordkeeper.
® Advice on Qualified Default Investment Alternative. If Client determines the Plan should have a qualified default
investment alternative ("QDIA") for participants who are automatically enrolled in the Plan or who otherwise fail to
make an investment election, OneDigital will recommend, for adoption by the Plan, the investment(s) to serve as the
QDIA.
® Education Services to Plan Fiduciaries. At times mutually agreed to by the parties, OneDigital will provide
educational training, including guidance as to fiduciary responsibilities, for the Plan's fiduciaries, including members of
the committee to whom investment 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:
N/A.
® Counseling Services to Plan Fiduciaries on Increasing Participant Retirement Readiness. OneDigital will
periodically audit the Plan's behavioral health. This may include, without limitation, a review of the Client's payroll
demographics, survey of the Plan's participation and deferral rates, and analysis of the investment choices being made by
the Plan's participants. OneDigital will then counsel the Plan's fiduciaries on strategies designed to optimize participants'
use of the Plan to meet their retirement needs. However, Client understands this does not include the implementation of
any changes in the Plan's design, as such services may be considered a "settlor expense" that cannot be paid from Plan
assets.
❑ Participant Investment Education Services. OneDigital will assist Client in educating the Plan's participants
regarding general 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. OneDigital will act as the Plan's liaison with its vendors to help coordinate communications
regarding issues 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.
vi
2023-03-23-ODBox —NonE — 3(21)
El 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 enrollment and contributions, etc.) to data from the Plan's prior years and/or a benchmark of similar plans.
® 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.
(Project Based Services)
❑ Project Based Service.
❑ Project Based Service.
vii
2023-03-23-ODBox —NonE — 3(21)
Client Name: City of Clearwater
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
0 Every 2 years
® 3%
❑ 8%
❑ Every 3 years
►? Ongoing Services
01,,,,,c lien:
$39,000
Annually
In Advance
Client
RLLID
(applicable to all
Services except those
designated below.)
❑ Project -Based Service
Cil, i., in.
('I.c .o...,•
;tau
Choo<.c i, itc:;ri
Ch, ai;
licl)
❑ Project- Based Service
C'),(,,,..: n.
tru
(11,, . . , ti )
t,n-
(1) The value of total assets within the Plan or the participant's account will be as documented by the Plan's custodian as of the date that
corresponds to the "Frequency" column listed above for that payment period. Client 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 "Quarterly," the advisory fee for each complete payment period will be
calculated as:
(Plan assets x applicable percentage)/ 4
❑ Tiered fee for service based upon the following percentage of the total assets within the Plan:
Value of Plan Assets
$0 - $
$ $
$ $
$ $
$ $
The applicable fee will be assessed on a ❑ tiered basis or a ❑ breakpoint basis.
Fee
bps
bps
bps
bps
bps
A "tiered basis" will multiple the stated fee percentage for each separate asset range to the applicable plan assets in that asset range. The
products of those calculations will then be added together to calculate the total fee.
A "breakpoint basis" will multiple the total plan assets by the stated fee percentage for the highest applicable asset range to calculate the
total fee.
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. Annual Cost of Living Adjustment ("COLA"). The parties agree the applicable fee for Ongoing Service shall
automatically increase pursuant to the following schedule:
Effective Date of First Increase: July 1, 2024
Percentage of Increase
Frequency
❑ 1%
❑ 6%
® Annually
0 2%
❑ 7%
0 Every 2 years
® 3%
❑ 8%
❑ Every 3 years
❑ 4%
❑ 9%
■ 5%
❑ 10%
viii
2023-03-23-ODBox —NonE — 3 (21)
CLIENT INFORMATION FORM
Effective Date
This Agreement shall be effective as to the Plan(s) listed on this Client Information Form beginning on July 1, 2023.
(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
City of Clearwater
Plan Sponsor ("Client")
100 South Myrtle Avenue
Address
Clearwater FL 33756
City State Zip Code
(727) 562-4876 https://www.myclearwater.com
Phone Number Fax Number Website
Federal Tax ID Number Contact Person -Phone Number/Extension
Information Regarding the Plan Sponsor's Retirement Plan(s)
City of Clearwater Governmental Money Purchase Pension Plan 401(a)
Plan 1 Name Plan Type (401(k), 403(b), etc.)
Federal Tax ID Number
98 $8,325,000 MissionSquare 109729
Number of Participants (approx.) Value of Plan Assets (approx.) Record Keeper & Plan No.
City of Clearwater 457 Governmental Plan and Trust 457(6)
Plan Type (401(k), 403(b), etc.)
Plan 2 Name
1204 $79,015,000 MissionSquare 300269
Federal Tax ID Number Number of Participants (approx.) Value of Plan Assets (approx.) Record Keeper & Plan No.
Plan 3 Name Plan Type (401(k), 403(b), etc.)
Federal Tax ID Number Number of Participants (approx.) Value of Plan Assets (approx.) Record Keeper & Plan No.
Plan 4 Name Plan Type (401(k), 403(b), etc.)
Federal Tax ID Number
Number of Participants (approx.) Value of Plan Assets (approx.) Record Keeper & Plan No.
(Additional retirement plans may be added by endorsement, if necessary.)
Billing Contact and Address
Company or Individual:
City of Clearwater
Contact (If Company):
Billie Kirkpatrick
billie.kirkpatrick@myclearwater.com
Relationship:
® Plan Sponsor ❑ Investment Provider
❑ Custodian/Recordkeeper
0 Other (explain)
Address: City State Zip Code
Name of Company/Individual to contact for asset value if applicable
Name: Phone:
ix
2023-03-23-ODBox —NonE — 3(21)
SIGNATURE PAGE
By their signatures, below, the parties hereby indicate their acceptance of the terms and conditions set forth in this
Agreement, including Schedules A and B and the Client Information Form. In addition, each individual signatory
warrants his/her authority to bind the respective party to this Agreement.
For Client:
Signature of Responsible Plan Fiduciary or Trustee:
Printed Name:
Date:
Signature of Responsible Plan Fiduciary or Trustee:
Printed Name:
Date:
For OneDigital:
Signature of Investment Advisor Representative:
Printed Name: Ronald A. Letaw
Date: June 5, 2023
x
2023-03-23-ODBox —NonE — 3(21)
Signature of Investment Advisor Representative:
Printed Name:
Date:
For Advisor Use Only:
Copy of Agreement to Client: 6/5/2023
Branch/Cost Center: OD1716a
Advisor Rep Code: RLL1D
Notes:
xi
2023-03-23-ODBox —NonE — 3 (21)
Item 1- Cover Page
Form ADV Part 2A Brochure
OneDigital Investment Advisors, LLC
(Retirement Plan Division)
11101 Switzer Road, Suite 200
Overland Park, KS 66210
877-742-2021
https://www.onedigital.com/solutions/financial-services/
March 29, 2023
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 United States Securities and Exchange
Commission ("SEC") or any state securities authority.
OneDigital is a registered investment adviser. Registration as an investment adviser does not
imply any level of skill or training. The oral and written communications of an adviser
provide you with information from which you can determine whether to hire or retain an
adviser.
Additional information about OneDigital is also available via the SEC's web site:
www.advisorinfo.sec.gov.
X11
2023-03-23-ODBox —NonE — 3(21)
Item 2 - Material Changes
This Brochure, dated March 29, 2023, represents the annual update to the firm's brochure.
OneDigital changed its legal name from "Resources Investment Advisors, LLC" to "OneDigital
Investment Advisors LLC" in January of 2023 to align its branding with its parent company.
In February of 2023, OneDigital established a new investment adviser, OneDigital Asset
Management LLC ("OD Asset Management"). At the present time, OD Asset Management's sole
purpose will be to serve as the manager (in coordination with third party asset managers) of
certain investment models OneDigital will use in connection with its wealth management
clients. This will enable OD Asset Management to report the performance of those models in
a GIPS compliant format.
In the future, OD Asset Management may assume responsibility for OneDigital's "Personalized
Portfolios" program, which offers investment management services to retirement plan
participants. The purpose of transferring that program to OD Asset Management will be to
create a separate expense item for OneDigital's retirement plan sponsor clients to list on their
Form 5500 filings. OneDigital believes this will help those clients from becoming the target of
plaintiffs' attorneys who use those Form 5500 filings to identify potential class action
opportunities by benchmarking the fees being paid by plans for certain services, including
investment advice. Specifically, OneDigital fears some attorneys may interpret those filings as
indicating it is charging significantly more than the industry average solely to provide
investment advisory/management services to the plan without realizing a portion of the
stated fee arises from managing the individual participants' accounts. Therefore, by moving
the participant services to OD Asset Management, the plan sponsor would be able to separate
those expenses on their Form 5500 filings.
OneDigital's reported assets under management ("AUM") declined since its last filing, but this
year's figure is misleading. Several firms that had previously been affiliated with OneDigital
left the firm in 2022, which caused the decline in its reported AUM. However, OneDigital
acquired several large firms in 2022 that had not transferred their accounts from their own
investment advisory firms to OneDigital's prior to the end of this year's reporting period. Once
those firm's client accounts are integrated into OneDigital, its AUM will exceed the amount
reported in its Brochure dated March 29, 2022. In addition, OneDigital is closing on the
purchase of a bank's retirement plan business after the filing of this document, which will add
a significant number of additional accounts and assets to those reported in this Brochure.
Pursuant to SEC Rules, OneDigital will deliver a summary of any materials changes to this and
subsequent Brochures to you within 120 days of the close of our fiscal year, as well as
providing notices of material changes as necessary. All such information will be provided to
you free of charge.
OneDigital's Brochure maybe requested by contacting 877-742-2021. Additional information
about OneDigital is also available via the SEC's web site www.advisorinfo.sec.gov. The SEC's
web site also provides information about any persons affiliated with OneDigital who are
registered as investment adviser representatives of the firm.
xiv
Item 3 -Table of Contents
Contents
Item 1- Cover Page xi
Item 2 - Material Changes xiii
Item 3 -Table of Contents xv
Item 4 - Advisory Business 15
Item 5 - Fees and Compensation 17
Item 6 - Performance -Based Fees and Side -By -Side Management 19
Item 7 - Types of Clients 19
Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss 19
Item 9 - Disciplinary Information 20
Item 10 - Other Financial Industry Activities and Affiliations 21
Item 11- Code of Ethics 22
Item 12 - Brokerage Practices 23
Item 13 - Review of Accounts 24
Item 14 - Client Referrals and Other Compensation 25
Item 15 - Custody 26
Item 16 - Investment Discretion 27
Item 17 - Voting Client Securities 27
Item 18 - Financial Information 27
Item 4 - Advisory Business
OneDigital is registered as an investment adviser with the United States Securities and Exchange
Commission (CRD # 106766). OneDigital was organized as a corporation under the laws of the State of
Missouri in 1987 and was converted to a limited liability company in 2018. Pursuant to a Unit Purchase
Agreement dated January 21, 2020, OneDigital is now a wholly owned subsidiary of Digital Insurance, LLC.
The firm changed its legal name in 2023 from "Resources Investment Advisors, LLC" to "OneDigital
Investment Advisors LLC" to reflect its integration with its parent company.
xv
OneDigital provides investment advisory and management services to the sponsors of retirement plans, as
well as investment management services to participants of those plans. (OneDigital also provides
investment advisory, investment management, and financial planning services to individual and
institutional clients, and those services are outlined in a separate brochure specifically tailored to the firm's
Wealth Management Division.)
For the sponsors of retirement plans, OneDigital will either serve as the plan's investment adviser pursuant
to §3(21) of ERISA (in which case OneDigital will recommend investment decisions for approval by the
plan's named fiduciaries) or as the plan's investment manager pursuant to §3(38) of ERISA (in which case
OneDigital will manage the plan's investment decisions on a discretionary basis). In either case, OneDigital
will assist the plan sponsor with any notices or transactions resulting from a change in the plan's
investment options.
If the plan consists of pooled accounts, OneDigital's services will involve providing advice or management
on the actual investment of the plan's assets. However, the vast majority of OneDigital's retirement plan
clients consist of participant -directed, defined -contribution plans, in which its services involve the
provision of advice or management on the investment options that will be made available to the plan's
participants.
In rendering these services to most participant -directed plans, OneDigital works with the plan's named
fiduciaries to evaluate the demographics of the plan's participants to select investment options that are
appropriate for their retirement needs based upon ERISA §4O4(c)'s requirement that such plans offer a
"broad range" of investment options. The plan's named fiduciaries can impose restrictions on the types of
investments that may be held by, or offered through, the plan, and those guidelines are typically referenced
in the plan's investment policy statement. However, OneDigital generally does not provide advice
regarding the inclusion of the plan's sponsor's stock within the plan.
OneDigital offers additional services to its retirement plan clients, including without limitation, assisting
the plan's named fiduciaries with drafting the plan's investment policy statement, selecting an appropriate
qualified designated investment alternative ("QDIA"), and providing investment education and enrollment
services for the plan's participants. In addition, OneDigital now offers plan participants with financial
planning assistance, debt counseling services, and other financial wellness tools as part of its Personal
Financial Planning program.
OneDigital has partnered with certain plan recordkeepers to provide retirement plan participants with the
opportunity to have their accounts professionally managed through its Personalized Portfolios program.
These managed account services can be offered on either an opt -in, opt -out (where managed accounts are
selected as a QDIA for the plan), or modified opt -out (where participants who reach a selected age are
moved into managed accounts as a QDIA) basis. In order to provide its managed account services,
OneDigital relies upon the plan's recordkeeper to enable participants to enroll in the service through its
16
2021-7-1-ODBox —NonE — 3(21)
website, as well as to allow it to process transactions in the participant's account and collect the fee
OneDigital charges for its management services from the participant's account.
OneDigital prefers to utilize collective investment trusts ("CITs") offered through Alta Trust for its
Personalized Portfolio program. These CITs are not registered as mutual funds under the Investment
Company Act of 1940 or as securities under the Securities Act of 1933. 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 collect a fee in that
capacity if it is also serving as the investment adviser or investment manager for the plan's sponsor.
Furthermore, because those CITs are only intended for use in connection with the Personalized Portfolios
program, OneDigital requests that the recordkeeper "ghost" the funds so participants cannot select them
as investments outside of the program. In the event a recordkeeper is unable to "ghost" the CITs or it is a
403(b) plan that cannot use CITs, OneDigital can construct model portfolios from the plan's core
investment line up. OneDigital partners with a sub -adviser, which allocates the CITs or models portfolios
to each participant based upon their individual characteristics — age, gender, state of residence, salary, etc.
Because the services OneDigital offers to plan participants through its Personalized Portfolios program
differs significantly from the advice given to the sponsors of these participants' plans, OneDigital collects a
separate fee for each service and has included both the plans' and the participants' assets in the calculation
of its regulatory assets under management — which results in the double counting of these assets.
Specifically, as of the date of this disclosure, OneDigital managed approximately $1,071,727,285 through
its Personalized Portfolio program and those assets were counted toward the assets it managed on a
discretionary basis. Depending upon whether it served as the investment adviser or investment manager
of the participants' retirement plan, those same assets were also included in OneDigital's calculation of the
assets it managed for retirement plans on a discretion non -discretionary basis.
As of December 31, 2022, OneDigital managed approximately $89,148,595,824 in assets, of which
approximately $27,115,061,122 was managed on a discretionary basis and approximately
$62,033,534,702 was managed on a non -discretionary basis.
Item 5 — Fees and Compensation
Pursuant to §408(b) (2) of ERISA, OneDigital and other vendors providing services to a retirement plan or
its participants must disclose all direct and indirect compensation they will receive in exchange for the
services they provide to a retirement plan. OneDigital's agreements with its plan sponsor clients disclose
the services it will provide and the fee it will charge for those services, which serves as its ERISA §408(b) (2)
disclosure.
17
2021-7-1-ODBox — NonE — 3(21)
For investment advisory/management services, OneDigital charges its fees either 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. In fact, many plans select their investment
adviser by soliciting competitive bids from multiple advisers. As a result, it is impossible to provide a fee
schedule that would be relevant to all retirement plan clients.
For its Personalized Portfolios program, OneDigital has the plan's sponsor execute an agreement to
authorize OneDigital to offer investment management services to its participants in order to take
advantage of a safe harbor provided by the Department of Labor. That agreement also specifies the fee
that will be charged to each participant, which includes the fees OneDigital must pay to the plan's
recordkeeper and sub -adviser for the services they provide to OneDigital. OneDigital enters into a separate
agreement with each participant, and its management fee will also be disclosed in that document.
OneDigital's advisory fee does not include any applicable taxes; confirmation fees for trades; custodial fees;
brokerage commissions; transaction fees; charges imposed directly by a mutual fund, index fund, or
exchange traded fund (as disclosed on the fund's prospectus), as well as other fees imposed by the plan's
recordkeeper/custodian for securities transactions. The plan's administrator is required to provide
participants with a disclosure of the costs associated with the investment options offered under the plan,
pursuant to §404a-(5) of ERISA.
Retirement plan clients can decide whether the fees will be paid directly by the plan sponsor or deducted
from plan assets. When OneDigital's advisory fees are paid from plan assets, it must rely upon the plan's
recordkeeper to collect that fee and the recordkeeper's policies will determine the amount of applicable
assets, as well as whether OneDigital's fee will be paid in advance or in arrears. This is also true for
OneDigital's Personalized Portfolios program. However, if the plan sponsor pays OneDigital's fee directly
— as is often the case for the fees OneDigital charges for its Personal Financial Planning services — 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 (as well as being a general conflict
of interest), OneDigital and its investment adviser representatives are not permitted to accept any
compensation for 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 that
compensation is used to offset OneDigital's advisory fee. For that reason, while some of OneDigital's
investment adviser representatives are also registered representatives of broker-dealers such as, they
rarely offer securities or insurance brokerage services to retirement plan clients.
18
2021-7-1-ODBox —NonE — 3(21)
There are several exceptions to this rule, though. For example, when advisers who had previously serviced
their retirement plan clients on a brokerage basis are acquired by OneDigital, it may take time for them to
transition those accounts to an investment advisory platform. In those cases, OneDigital's investment
adviser can be paid on a commission basis through the broker-dealer with whom they are registered, but
those commissions are typically used to offset OneDigital's advisory fee.
In addition, some of OneDigital's investment adviser representatives assist sponsors of "frozen" defined
benefit plans to offload some or all of their liability for making future payments to beneficiaries through
the purchase of an insurance annuity. (A "frozen defined benefit plan" is one that is no longer enrolling
new participants but has a continuing duty to pay previously vested benefits.) As compensation for
providing these services, the employee and/or investment adviser representative may collect a consulting
fee from the client and/or a commission for the sale of the insurance annuity.
Finally, some of OneDigital's employees and/or investment adviser representatives assist employers in
establishing non-qualified, executive benefit plans. Because these activities involve the sale of insurance
products, those employees and/or investment adviser representatives will typically receive a commission
on the sale of the selected insurance product. However, those services are not considered investment
advice, and clients are reminded they have the option to purchase these insurance products from other
agents, brokers or investment adviser representatives not affiliated with OneDigital.
Item 6 - Performance -Based Fees and Side -By -Side Management
OneDigital does not charge performance-based fees (fees based on a share of capital gains on or capital
appreciation of the assets of a client).
Item 7 - Types of Clients
OneDigital's Retirement Plan Division 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 advisory and management services to the participants of
defined -contribution plans. There is no minimum amount of assets required for OneDigital to provide
these services.
Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss
For ERISA qualified, participant -directed, defined -contribution plans, OneDigital's first concern is to
ensure the plan complies with ERISA §404(c)'s requirement by offering a "broad array" of investment
options to enable participants to develop a diversified portfolio. If the plan already has an investment
policy statement ("IPS"), OneDigital analyzes the investment options offered through the plan's platform
provider to help ensure there is adequate representation of investment categories for the plan's
participants to select from to construct a diversified portfolio. If the plan does not have an IPS, OneDigital
can work with the plan to draft one to guide the plan fiduciaries' oversight of its investment options.
Once the investment categories are identified, OneDigital further refines them into the investment styles
offered within each category. OneDigital then analyzes the choices available within each classification
19
2021-7-1-ODBox —NonE — 3(21)
based upon investment style (including style consistency), risk and return characteristics, and
performance versus the peer group median. Qualitative factors, such as the investment's operating
expenses and tenure of its investment manager are also considered. Based upon this analysis, OneDigital
will recommend or select the investment options it believes are best suited to be made available to a plan's
participants. Thereafter, OneDigital scores the various investment options each quarter. Those options
that underperform are placed on a "watch list" and, if the underperformance continues, OneDigital may
recommend or select another investment option(s). OneDigital also monitors the participants'
demographics and utilization of the selected investments to help ensure they have relevant choices and
understand how to utilize those options to build a suitably diverse investment portfolio.
In 2023, the Department of Labor issued a rule that permits plan fiduciaries to consider extraneous factors
(including, but not limited to, "ESG factors") when making investment decisions — especially if plan
participants are requesting these options. However, a plan fiduciary cannot use extraneous factors to make
investment decisions if they will lead to lower returns or greater risk. As a result, such extraneous factors
should only be considered as a tie-breaker after purely pecuniary factors as used to evaluate potential
investment options.
When OneDigital is managing a plan's pooled investments, it applies Modern Portfolio Theory to develop
an investment strategy that is appropriate for the plan's objectives. Specifically, OneDigital will consider
the plan's current funding status, the demographics of its intended beneficiaries, and annual investment
return needs to construct a portfolio that adequately balances the plan's investment risks and growth
requirements.
For its managed account program, OneDigital will either utilize investment options available in the plan's
core lineup or CITs it manages through Alta Trust. These CITs will typically include an accumulation model,
a de -accumulation model, and, if available, a hedging strategy. OneDigital then instructs the sub -adviser to
use its proprietary algorithms to construct a customized allocation for each participant based upon
information (age, gender, income, current savings, etc.) provided by the plan's recordkeeper.
Clients must remember that investing in securities involves risk of loss, which they should be prepared to
bear. These risks include market risk, interest rate risk, currency risk, and political risk, among others. No
investment strategy, nor the use of a third -party manager, can assure a profit or avoid a loss, and OneDigital
does not guarantee any level of investment returns.
Item 9 — Disciplinary Information
OneDigital and its "management persons" are required to disclose all material facts regarding any legal or
disciplinary events that would be material to the evaluation of the firm or the integrity of its management,
such as criminal convictions or violations of securities laws. (A "management person" is generally defined
as any of the firm's principal executive officers and members of the firm's investment committee.) Neither
OneDigital nor any of its managers are currently subject to, or have ever been subject to, any material
events resulting from a legal or disciplinary action. The investment adviser representatives working on a
client's account are also required to disclose any such events in their biographies, which are provided in a
separate document (ADV Part 2B).
20
2021-7-1-ODBox —NonE — 3(21)
Item 10 - Other Financial Industry Activities and Affiliations
The majority of OneDigital's investment adviser representatives provide services to their clients as
employees of OneDigital, but some are employed by, or acting as independent contractors for, independent
financial services firms that operate under their own brand name. Because those independent financial
services firms are not licensed investment advisers, their employees and independent contractors register
through OneDigital to provide their investment advisory services. Therefore, even though those
investment adviser representatives are not employees of OneDigital, it is statutorily responsible for
supervising their investment advisory activities and is directly liable for any investment advice they
provide.
Some of OneDigital's investment adviser representatives and its Chief Compliance Officer are also
registered representatives of a broker-dealer and, in that capacity, could recommend securities
transactions for individuals or entities who are also clients of OneDigital. In that event, the broker-dealer
will pay these individuals a portion of the brokerage commissions received for products they sell.
However, because this creates a conflict of interest, neither OneDigital nor its investment adviser
representatives are permitted to receive any brokerage commissions generated from investments offered
to retirement plan clients or their participants, except to the extent those commissions are used to offset
OneDigital's advisory fee.
OneDigital is also licensed as an insurance agency and some of its investment adviser representatives are
licensed insurance agents. In that capacity, those investment adviser representatives could recommend
insurance transactions, such as fixed, variable, or group annuities, for individuals or entities who are also
clients of OneDigital. The recommendation by OneDigital's investment adviser representatives regarding
the purchase of securities and/or insurance commission products presents a conflict of interest, as the
receipt of commissions will provide an incentive to recommend investment products based on
commissions received. No client is under any obligation to purchase any commission products from
OneDigital's investment adviser representatives. Clients are reminded that they can purchase insurance
products recommended by one of OneDigital's investment adviser representatives through other, non-
affiliated broker dealers or insurance agents.
OneDigital has relationships with entities that have agreed to provide referrals of potential retirement
plan clients for compensation, which creates a conflict of interest. This includes employees of OneDigital's
parent company, Digital Insurance, LLC, who may already provide employee benefits, insurance, and/or
human resources counseling services to the companies they refer to OneDigital. Before OneDigital will
pay a referral fee to any such entity or individual, it will enter into a solicitor's agreement with the solicitor
and require the solicitor to provide each prospective client with a solicitor's disclosure form, which details
the arrangement, including the fee the solicitor will receive.
In addition, OneDigital has entered into agreements with unaffiliated third parties to either receive or
provide services as a sub -contractor or sub -adviser. This includes the sub -advisers OneDigital contracts
with for asset allocation services in connection with its Personalized Portfolio program. In the event
21
2021-7-1-ODBox — NonE — 3(21)
OneDigital uses a sub -contractor or sub -adviser to provide services to its clients, it will be responsible for
supervising those services and compensating the sub -contractor or sub -adviser for the services it provides
on OneDigital's behalf.
As part of its Personalized Portfolio program, OneDigital contracts with companies that provide
recordkeeping services to retirement plans. These recordkeepers provide OneDigital with the access
necessary to make trades in participants' accounts, as well as collecting OneDigital's investment
management fees from those accounts. OneDigital pays those recordkeepers a portion of the fees it
receives for those services, and OneDigital has a financial incentive to recommend recordkeepers that
provide such services to its clients. Therefore, clients should be aware OneDigital has a financial incentive
to recommend recordkeepers who support its Personalized Portfolio program.
OneDigital also provides third party administration (TPA) services to certain of its clients. These TPA
services generally include performing compliance testing, drafting necessary plan amendments, preparing
the plan's Form 5500 filing, and other tasks related to the administration of the retirement plan. Because
these services do not include the provision of investment advice or management, they are typically
provided under a separate agreement. Because OneDigital collects a separate fee for these services, it has
a financial incentive to offer them to its clients. As a result, clients are reminded they are not required to
utilize OneDigital's TPA services in order to access its investment advice and management services and
may obtain those TPA services from another firm.
Item 11 - Code of Ethics
Code of Ethics
In compliance with Rule 204A-1 of the Investment Advisers Act, OneDigital has adopted a Code of Ethics
expressing the firm's commitment to ethical conduct. The Code of Ethics describes the firm's fiduciary
duties and responsibilities to clients by requiring compliance with applicable securities laws, including
those that protect the confidentiality of client information, require the reporting of personal securities
transactions, and prohibit trading on insider information. Each of OneDigital's "access persons" is required
to acknowledge receipt of the firm's Code of Ethics within ten (10) business days of joining the firm. In
addition, each access person is required to annually acknowledge that their continued employment is
contingent upon their compliance with its terms. OneDigital will provide a complete copy of its Code of
Ethics to any client upon request.
Trading Conflicts of Interest
OneDigital's access persons are permitted to buy or sell securities for their personal accounts that are
identical to transactions recommended to clients. However, in order to address potential conflicts of
interest, OneDigital prohibits its access persons from trading a security in their personal accounts, if they
reasonably believe the security will be purchased or sold in a client's account, until the completion of all
22
2021-7-1-ODBox — NonE — 3(21)
anticipated trading in that security for client accounts has occurred for that day, unless the access person's
transaction is included as part of a block trade with the firm's client accounts. This prohibition only
extends to transactions initiated by the access person, though, and does not apply to accounts managed by
OneDigital's Investment Team (in which case transactions in the access person's account are conducted
on the same basis as other accounts) or accounts managed by a turnkey asset management program.
For this reason, OneDigital requires its access persons to disclose their holdings of "reportable securities"
annually and transactions in such securities each quarter. ("Reportable securities" do not include shares
of mutual funds, CITs, or government -issued securities.) Those reports are then reviewed by the firm's
Compliance Department to ensure its access persons are not engaging in "front -running" or other
prohibited acts which put their interests ahead of those of OneDigital's clients. OneDigital also requires its
access persons to obtain prior approval from its Chief Compliance Officer before investing in any limited
investment opportunities (i.e., initial public offerings) so they do not appropriate a trading opportunity
that should rightfully belong to OneDigital's clients. Finally, before an access person can invest in a
publicly -held company that is a retirement plan client of OneDigital, the access person must confirm that
any trading decision is not based upon nonpublic, insider information.
Item 12 — Brokerage Practices
Pursuant to ERISA, the plan's administrator is responsible for approving the party or parties that will
process the participants' trades and monitoring their fees. Therefore, with the exception of newly -created
plans, most retirement plan clients already have established relationships with a recordkeeper that
typically provides custodial and brokerage services through a related broker, insurance company, or trust
company. In that case, unless the plan sponsor requests its assistance in replacing the recordkeeper,
OneDigital has limited influence on the plan's brokerage services. 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 the plan fiduciaries' request.
In the event a broker-dealer is selected as the custodian of a retirement plan account consisting of pooled
assets, OneDigital will process all trades in the account through that custodian. As a result, clients will
likely pay higher commissions and other transaction costs, or receive less favorable net prices on
transactions, than if they shopped for a broker-dealer to handle each transaction. For plans consisting of
participant -directed investment accounts, the plan's named fiduciaries will have sole authority to select
the broker(s) that will process transactions in those accounts — even if OneDigital is managing the
participants' accounts.
OneDigital has developed relationships with entities that provide brokerage, custodial, and recordkeeping
services, as well as investment products, to retirement plans. In some cases, those entities also provide
products and services that assist OneDigital in its servicing of its retirement plan clients. Some of these
products and services benefit all of OneDigital's retirement plan clients, such as investment research. Other
products and services, such as software and other technology that provide access to client account data,
pricing and other market data, facilitate payment of fees from clients' accounts, assistance with back-office
functions, compliance, recordkeeping, and client reporting, and special pricing programs, only assist those
clients who are working with that vendor. These firms may also provide benefits solely to OneDigital, such
as paying for attendance at educational conferences or sponsoring OneDigital's conferences or client
marketing events. In addition, these firms often recommend OneDigital to clients who are searching for an
investment adviser and, in some cases, partner with OneDigital to submit a combined bid. Alternatively,
23
2021-7-1-ODBox — NonE — 3(21)
investment companies and recordkeepers may recommend firms that may be interested in being acquired
by OneDigital.
OneDigital's receipt of these benefits creates a conflict of interest because it increases the likelihood
OneDigital will recommend these companies to their retirement plan clients. In addition, many custodians
or recordkeepers offer, or require retirement plan clients to utilize, their proprietary investment products
(including without limitation, their stable value funds), which provide additional revenue to these
companies.
OneDigital also maintains a Strategic Partners Program, pursuant to which certain investment product and
service providers provide funds that are used to sponsor educational seminars and/or client marketing
events conducted by OneDigital. While this creates a conflict of interest, the program does not require
OneDigital to favor the Strategic Partners over firms that do not participate in the program when
recommending or selecting any products or services. In addition, OneDigital believes its recommendation
of these companies is in the clients' best interests, because it is based upon the scope, quality, and price of
their services that benefit the clients, as opposed to the services that benefit only OneDigital. Finally,
OneDigital maintains records of all such payments, and those records are available for inspection at a
client's request.
Item 13 — Review of Accounts
For plans with participant -directed investment accounts, OneDigital benchmarks the investment options
offered within the plan each quarter. OneDigital also conducts regular investment review meetings with
the plan's Investment Committee on a quarterly, semi-annual, or annual basis, depending upon the size of
the plan and the preferences of the plan's named fiduciaries. During those reviews, OneDigital informs the
named fiduciaries of each investment's performance and utilization, as well as whether OneDigital is
recommending it be replaced (or has replaced the investment where it has discretionary authority as the
plan's investment manager).
If OneDigital is managing the pooled investments of the plan, the performance of those investments will be
monitored by OneDigital's Investment Committee and the investment adviser representative on the
account. OneDigital will conduct regular investment review meetings with the plan's named fiduciaries
pursuant to the schedule agreed upon in the parties' agreement. However, additional reviews can be
triggered by the client's specific request or by a change in market or economic conditions.
For its Personalized Portfolios program, OneDigital's Investment Team frequently monitors the
performance of its investment allocation models or CITs, as well as the investments within those models.
OneDigital's investment adviser representative assigned to the plan may or may not conduct regular
investment review meetings with the participants in the plan, depending upon the size of the plan, the
expectations of the participant, and the investment adviser representative's ability to offer that service to
all participants.
24
2021-7-1-ODBox —NonE — 3(21)
All retirement plan clients are reminded that it remains their responsibility to advise OneDigital of any
changes in their investment objectives, financial status, or specific guidelines within their investment
policy statements.
Item 14 — Client Referrals and Other Compensation
As noted in Item 12, above, OneDigital receives economic benefits from entities that provide products and
services to retirement plans, including plans that are customers of OneDigital, in the form of the support
products and services that are made available to us. However, these offers of products and services are
not based on the willingness of OneDigital or its investment adviser representatives to provide any
particular investment advice to retirement plan clients, such as recommendations to purchase or include
any particular investment products.
Because OneDigital will be acting in a fiduciary capacity when it is serving as the plan's investment adviser
or investment manager, OneDigital does not receive any direct or indirect compensation from product and
service providers for recommending investment products, except to the extent the commissions generated
from those products are used to offset the advisory fee OneDigital is due under its agreement with the plan.
However, OneDigital and its investment adviser representatives do receive benefits from outside third
parties, including funding to attend educational and marketing seminars, gifts valued at less than $100
annually, an occasional meal, or ticket to a sporting event. In addition, investment product and service
providers sponsor conferences and client marketing events conducted by OneDigital. However, such
compensation cannot be tied to the sales of any products, and OneDigital maintains records of all such
payments, which are available for inspection at a client's request.
As referenced above, OneDigital sometimes pays individuals or entities to refer clients to us, including
retirement plans. However, these agreements are structured to comply with the Investment Advisers Act,
which requires the existence of a formal contract between OneDigital and the solicitor/endorser. Pursuant
to that contract, the solicitor is required to provide each potential client with a disclosure statement, which
describes the specific relationship between OneDigital and the solicitor — including the compensation that
will be paid to the solicitor - prior to or at the time the client enters into an investment advisory or
management agreement.
OneDigital's investment adviser representatives are permitted to assist retirement plan participants in
rolling assets out of their retirement plan account and into an individual retirement account ("IRA")
managed by OneDigital. Alternatively, those funds may be used to purchase an annuity product that will
pay the investment adviser representative a sales commission. Because these activities will result in
OneDigital and/or its investment adviser representatives receiving additional compensation, they create a
conflict of interest. However, pursuant to Department of Labor Prohibited Transaction Exemption 2020-
02, OneDigital acknowledges it is acting in a fiduciary capacity when making such recommendations. To
ensure compliance with the exemption, OneDigital requires its investment adviser representatives to
provide participants receiving such recommendations with a Rollover Disclosure Form that explains the
investment adviser representative's basis for believing the recommendation is in the client's best interest,
as well as providing a copy of its ADV Part 3.
25
2021-7-1-ODBox —NonE — 3(21)
OneDigital and its investment adviser representatives will sometimes offer other products and services to
its clients. This may include such things as offering to manage outside investment accounts for the plan
sponsor or the plan's participants, as well as brokerage or insurance products. It may also include products
and services offered through its parent company, including other employee benefits, such as group health
insurance, human resources counseling, and property and casualty insurance products.
Finally, OneDigital and its investment adviser representatives may recommend products and services
provided by outside third parties. One offering under OneDigital's Personal Financial Planning program is
EvoShare, which enables retirement plan participants to contribute additional funds to their retirement
plan accounts through rebates from their purchase of goods and services. Specifically, EvoShare has
negotiated cash back rebates with a large number of merchants. Participants who enroll in EvoShare
receive a portion of those cash back rebates after registering one or more credit or debit cards to track
their qualifying purchases. The cash back refunds provided by merchants for purchases made by the
participants are transmitted to EvoShare, which retains a percentage as its fee and then deposits the
remaining amount into the participant's bank account. The participant's employer deducts the same
amount from the participant's next paycheck and deposits it into the participant's retirement plan account.
OneDigital offers EvoShare to its retirement plan clients and collects EvoShare's required enrollment fee
from the plan's sponsor. OneDigital's President, Vince Morris, serves on EvoShare's advisory committee
and was granted shares of stock in the company at a deeply discounted price for his promotion of the
program.
OneDigital's parent company has entered into a contract with Synergi Partners to offer its clients
assistance in obtaining Employee Retention Credits under the federal CARES Act. OneDigital's parent and
its employees receive a portion of the fees paid by clients referred to Synergi Partners for those services.
As a result, even though these services do not involve the provision of investment advice, OneDigital and
its employees have a financial incentive to recommend those services to their clients, and those clients are
reminded they have the right to decline those services or obtain them from other companies.
Clients should understand these offerings will result in additional compensation to OneDigital and there is
no obligation for them to utilize any of them or to purchase them through OneDigital.
OneDigital's investment adviser representatives are compensated based on a percentage of the investment
advisory fees they generate. Investment adviser representatives who are merely affiliated with OneDigital
as independent contractors receive a higher percentage than those who are employed by OneDigital, given
that OneDigital purchased the employed representatives' accounts and will provide them with an array of
employee benefits. In addition to the initial payment for the purchase of their accounts, some employed
investment advisers also are eligible to receive an "earnout" payment - which can be substantial - if their
fees increase over a set period of time (generally three years). While those earnout payments are intended
to encourage employed investment adviser representatives to add new clients, existing clients should
understand it also creates an incentive for the employed representatives to offer new services or increase
their fees.
Item 15 - Custody
26
2021-7-1-ODBox — NonE — 3(21)
OneDigital does not hold client assets. Instead, retirement plan clients must contract separately with a
broker-dealer, insurance company, or trust company for custodial services.
If OneDigital is serving as investment manager for a retirement plan or participant, or is managing the
plan's pooled assets, the management agreement between the parties will include a limited power of
attorney to permit OneDigital to either select the investment options to be made available to participants
through the plan, or to initiate transactions for participants or pooled asset plans, on a discretionary basis.
Pursuant to ERISA, OneDigital must be bonded when it has "control" over plan assets, which would include
when it manages participants' investments or a plan's pooled assets. However, because it does not have
authority to withdraw or transfer those assets out of the plan, OneDigital is not deemed to have "custody"
of those assets under the Investment Advisers Act.
Unlike its arrangement with custodians of its wealth management accounts, OneDigital does not typically
calculate its own advisory fee and provide payment instructions to the plan's recordkeeper. Instead, most
recordkeepers calculate and pay OneDigital's based upon authorization provided by the retirement plan's
administrator.
Item 16 - Investment Discretion
OneDigital can act as either the investment adviser or investment manager for a retirement plan client. If
OneDigital is acting as the investment manager for a plan consisting of pooled assets or for a participant in
a participant -directed account, its agreement with the client will include a limited power of attorney
granting OneDigital discretionary authority to initiate investment transactions of the plan's or participant's
assets. If OneDigital is acting as the investment manager for a plan in which participants direct their own
investments, that limited power of attorney will provide OneDigital with authority to add, remove, or
replace the investment options offered through the plan without prior notification to, or the consent of, the
plan's named fiduciaries.
However, OneDigital will make these decisions consistent with the plan's investment objectives, as noted
in its investment policy statement or as communicated to OneDigital during its discussions with the plan's
named fiduciaries. In addition, retirement plan clients can designate specific restrictions on the
investments to be held or offered through the plan on the management agreement and are reminded to
notify OneDigital of any changes they want to make to those restrictions each calendar quarter. To date,
no participant has requested any such restrictions be placed on the management of his/her account.
However, because OneDigital's managed account program is based either upon investment options
contained in the plan's core lineup or proprietary CITs, participants requesting limitations on the types of
investments utilized in their accounts would likely be deemed ineligible to participate in the program.
Item 17 - Voting Client Securities
OneDigital will generally not accept authority vote on securities held in client accounts (i.e., proxy
requests). In addition, it does not take any action or render advice with respect to the voting of proxies,
unless it believes the advice is appropriate and necessary.
Item 18 - Financial Information
Registered investment advisers are required in some cases to provide certain financial information and or
disclosures about their financial condition. For example, if OneDigital required clients to prepay advisory
27
2021-7-1-ODBox — NonE — 3(21)
fees six months or more in advance, had a financial condition that was reasonably likely to impair its
ability to meet its contractual commitments to its clients, or had been the subject of a bankruptcy
petition during the past ten (10) years, it would be required to include certain financial information
and make disclosures. However, none of these factors are applicable to OneDigital, so no such
disclosures are necessary.
28
2021-7-1-ODBox — NonE — 3(21)
CITY OF CLEARWATER, FLORIDA
Jennifer P61)/)---
e
City Manager
Lead Assistant City Attorney
Attest:
Rosemarie Call
City Clerk