DGS CAPITAL MANAGEMENT, LLC

Part 2A of Form ADV Firm Brochure Date of Brochure: 03/31/2025 DGS CAPITAL MANAGEMENT, LLC Office Address: 101 Hudson Street, 21st Floor, Jersey City, NJ 07302 Web: www.dgs.capital This brochure provides information about the qualifications and business practices of DGS Capital Management, LLC ("DGS," "we," "the Firm," or "the Company "). If you have any questions about the contents of this brochure, please get in touch with us at info@dgs.capital or at www.dgs.capital. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or any state securities authority. Additional information about DGS Capital Management, LLC is available on the SEC's website at www.adviserinfo.sec.gov. Registration with the U.S. Securities and Exchange Commission or state authorities does not imply a certain level of skill or training, and no inference should be made to the contrary.  Form ADV Part 2A – March 31st, 2025 ITEM 1: COVER PAGE Please refer to the previous page. ITEM 2: MATERIAL CHANGES None. Future Changes: From time to time, we may amend this Disclosure Brochure to reflect changes in business practices, regulations, and routine annual updates as required by the securities regulators. We will provide each client with the complete Disclosure Brochure on an annual basis. You may also request a copy of the Disclosure Brochure at any time by emailing us at info@dgs.capital. Page 2 of 14  Form ADV Part 2A – March 31st, 2025 ITEM 3: TABLE OF CONTENTS ITEM 1: Cover Page.................................................................................................................................................................................. 2 ITEM 2: Material Changes ...................................................................................................................................................................... 2 ITEM 3: Table of Contents ...................................................................................................................................................................... 3 ITEM 4: Advisory Business ..................................................................................................................................................................... 4 ITEM 5: Fees and Compensation .......................................................................................................................................................... 5 ITEM 6: Performance-Based Fees and Side-By-Side Management ............................................................................................... 7 ITEM 7: Types of Clients ......................................................................................................................................................................... 7 ITEM 8: Methods of Analysis, Investment Strategies, and Risk of Loss ........................................................................................ 8 ITEM 9: Disciplinary Information ......................................................................................................................................................... 10 ITEM 10: Other Financial Industry Activities and Affiliations ......................................................................................................... 10 ITEM 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........................................... 10 ITEM 12: Brokerage Practices ............................................................................................................................................................. 11 ITEM 13: Review of Accounts .............................................................................................................................................................. 12 ITEM 14: Client Referrals and Other Compensation ........................................................................................................................ 13 ITEM 15: Custody ................................................................................................................................................................................... 13 ITEM 16: Investment Discretion .......................................................................................................................................................... 13 ITEM 17: Voting Client Securities ........................................................................................................................................................ 14 ITEM 18: Financial Information ........................................................................................................................................................... 14 Page 3 of 14  Form ADV Part 2A – March 31st, 2025 ITEM 4: ADVISORY BUSINESS ABOUT DGS CAPITAL MANAGEMENT, LLC DGS Capital offers direct indexing services to individuals and institutions through intermediaries, including wealth managers, Registered Investment Advisors (RIAs), and multi-family offices. The firm's direct indexing offerings specialize in tax-efficient, factor-based, and values-based investing. DGS offers turnkey asset management services (TAMP) to a subset of its RIA clients and manages domestic fixed-income portfolios. DGS Capital was founded in 2016 by Ashish Sharma, who is its sole owner. The firm is structured as an LLC registered in the state of Delaware. As of March 28th, 2025, DGS Capital manages $535,539,343 of client assets on a discretionary basis. TYPE OF ADVISORY SERVICES Direct Indexing DGS provides discretionary direct indexing equity strategies with three key focus areas: 1) Tax-managed investing 2) Factor-based investing 3) Values-based investing The direct indexing strategies offered by DGS provide three primary benefits relative to mutual funds and ETFs: improved after-tax returns, systematic and low-cost approach to factor-based and values-based investing, and client- specific customizations. The strategies managed by DGS aim to either track the returns of a broad market-based index (the benchmark index) or outperform the relevant benchmark on a risk-adjusted basis, utilizing investment styles that include but are not limited to, quality, value, momentum, and low volatility. In addition to the standard, pre-configured set of direct indexing strategies that DGS offers, clients can tailor the strategy to meet their needs and requirements. These customizations may include restrictions against certain companies, the elimination of or adjustments to specific industries, sectors, or countries, the inclusion of specific factor tilts, or the addition of customized value-based constraints (also known as environmental, social, and governance, or ESG, investing). Each strategy has its own expected risk and return characteristics relative to broader market indices, and clients may select investment strategies that align with their requirements and objectives. DGS helps intermediaries and their clients select the investment strategy that would best serve their specific needs. Once the Client has chosen the investment strategy and target asset class, DGS is responsible for implementing and managing the strategy. Clients are free to change their strategy at any time by contacting DGS in writing and should also notify DGS of any changes to their investment objectives, goals, or constraints. DGS's direct indexing strategies form the core of its service offering. Please refer to Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss for more information regarding these strategies. Fixed Income Strategies DGS offers discretionary fixed-income separate account management services to a select group of clients. The primary focus area of fixed income separate account management is building treasury bond strategies, including fixed duration and laddered strategies. Once the clients have selected the target duration for the portfolio, DGS is responsible for implementing the strategy and its ongoing management and supervision. Page 4 of 14  Form ADV Part 2A – March 31st, 2025 Turnkey Asset Management Program DGS offers a turnkey asset management program (TAMP) to select advisors currently utilizing DGS's direct indexing strategies or those who intend to use DGS's direct indexing strategies. In addition to managing the direct indexing strategies, DGS provides several other services related to investment management, trading, and operations. These may include, but are not limited to, the selection of ETFs, mutual funds, and other pooled investment vehicles; the creation of model portfolios; firm-wide rebalancing; ad-hoc trading; performance reporting; billing and fee calculation; and invoice generation. DGS does not provide these TAMP services in isolation. They are only offered to advisors currently using DGS's direct indexing strategies or those who intend to use them. There is no guarantee that DGS will accept the TAMP relationship, even for existing direct indexing strategy clients, and DGS determines eligibility on a case-by-case basis. For advisors offering TAMP services, the primary advisor will work with the end client to determine the appropriate asset allocation and notify DGS of any necessary adjustments to the target asset allocation based on changes in the Client's investment goals, needs, or constraints. Wealth Management Services For a limited number of clients, DGS offers discretionary wealth management services. In addition to providing direct indexing strategies, these services may include asset allocation, security selection, and the purchase of publicly available mutual funds and ETFs. These services may also summarize a client's assets, liabilities, current income, and anticipated expenditures. However, the wealth management services are not comprehensive, focusing primarily on managing investment portfolios. DGS is currently not accepting any new wealth management relationships. Advisory Agreements Written and signed advisory agreements govern the terms and conditions of the relationship between DGS and the Client accounts that DGS manages. DGS uses two types of agreements: Sub-Advisory Agreements and individual Investment Advisor Agreements. RIAs and wealth managers ("Intermediaries") acting as the primary advisor on a client account enter into a master Sub- Advisory agreement with DGS when DGS is selected to manage portfolios for the Intermediaries' clients as a sub- advisor. The Intermediaries are responsible for providing the Client with DGS's ADV and the master Sub-Advisory Agreement before the Client signs the LPOA forms that grant DGS trading authority to manage the account on a sub- advisory basis. Client accounts that are not managed on a sub-advisory basis enter into an individual Investment Advisory Agreement with DGS. As of March 28th, 2025, DGS has $535,539,343 in assets under discretionary management. ITEM 5: FEES AND COMPENSATION As an adviser to its clients, DGS is compensated by an annual fee, which is charged as a percentage of the assets under management. DGS may bill its clients in advance or in arrears, as specified in the agreement. Fees are negotiable at DGS's sole discretion and may vary based on account size and the Client's relationship with DGS. Direct Indexing Strategies For its direct indexing services, DGS charges an annual management fee based on a percentage of client assets under management, including cash balances, money market funds, closed-end funds, and ETFs, as described in the standard fee schedule below. The fees are typically payable quarterly in arrears. Below are the standard annual investment advisory fees for the direct indexing strategies: Plain Indexing: 0.25% of assets under management Factor-Investing add-on: Tax-Management add-on: Additional 0.05% assets under management Additional 0.10% assets under management Page 5 of 14  Form ADV Part 2A – March 31st, 2025 Values-Investing add-on: Additional 0.15% of assets under management Turnkey Asset Management Program DGS charges an annual management fee for TAMP services based on a percentage of client assets under management. Advisors can pass the cost on to their clients, in which case DGS debits the Client accounts directly. Advisors can also pay DGS directly, in which case DGS invoices the advisor. In some instances, advisors may pass on the cost of direct indexing strategies to the clients and pay themselves for the remaining assets under management. The fee for DGS's TAMP services typically ranges between 0.20% and 0.40%, depending on the advisor's account mix and the specific services provided by DGS. Wealth Management Services DGS offers wealth management services to a select group of clients. For its wealth management services, DGS charges an annual management fee based on a percentage of client assets under management. The fee for this service is 1.00%, subject to a yearly minimum of $10,000 per household. Fees may be negotiable depending on the Client's circumstances, and DGS evaluates any changes to the fee structure case-by-case. Instead of a percentage- based fee, DGS may offer clients a flat annual retainer fee independent of the Client's assets under management. These fees are typically payable quarterly in arrears. The fees for any direct indexing strategies used for wealth management clients may be billed separately in addition to those paid for wealth management services unless clients pay an all- inclusive fee for both wealth management and direct indexing services. If the clients do not pay an all-inclusive fee, a conflict of interest exists, as DGS earns additional fees by allocating client assets to its in-house direct indexing strategies. To mitigate this conflict, direct indexing strategies are only recommended to clients if they fit the Client's investment goals and requirements. Additionally, the fees charged for direct indexing strategies are comparable to those of other investment vehicles that offer similar benefits. Billing of Advisory Fees Fees for non-wrap program clients are typically billed quarterly in arrears, based on the total account value as of the end of the prior quarter. They are deducted directly from each Client's account by their custodian and paid directly to DGS unless otherwise specified in writing by a client. Advisory fees charged by our firm may be subject to local and federal taxes. Clients provide DGS with the consent to deduct fees as outlined in the written agreement they enter into with DGS. The Client also consents to the custodian by submitting a limited power of attorney, which typically assigns DGS Capital with discretionary trading authority and the authority to debit fees by submitting invoices directly to the custodian. Clients' custodians deliver account statements periodically (at least quarterly) directly to the clients. The statements include all transactions in the account during the period covered, including any fees deducted and paid to DGS. Clients are encouraged to review their account statements for accuracy and compare them to any reports received from DGS. In the event of any discrepancies, clients should rely on the information in their custodian's account statement. Since investment advisory fees are typically billed quarterly in arrears, if the contract is terminated during a quarter, the amount due is prorated for the period services were provided. If fees are charged in advance and a contract is terminated during a quarter, the portion of the fee paid for the remainder of the period may be refunded. Clients who are charged their fee in advance and terminate their agreement during the quarter should contact their DGS representative or the Chief Compliance Officer to request a refund. To facilitate this, they should provide written confirmation of the address to which the prorated fee, if applicable, should be mailed. The amount refunded will be prorated based on the portion of the quarter that was prepaid but not earned. For fees charged in arrears, the amount due is prorated for the period services were provided. Page 6 of 14  Form ADV Part 2A – March 31st, 2025 Other Fees The fees described above are specific to DGS's services. Clients may be responsible for any additional fees and expenses charged by third parties such as custodians and brokers, including, but not limited to, any commissions resulting from transactions placed in the Client's account(s). For additional information, please refer to the "Brokerage Practices" section (Item 12) of this Form ADV. All fees paid to DGS for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and ETFs to their shareholders. These fees and costs are described in each fund's prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution fee. Clients could invest in a mutual fund or ETF directly without our services. In that case, the Client would not receive the services our firm provides, which include, among other things, assistance in determining the most suitable mutual funds and ETFs for each Client's financial situation and objectives. Accordingly, the Client should review both the fees charged by the funds and our fees to fully understand the total amount of fees to be paid by the Client and evaluate the advisory services being provided. DGS charges an hourly rate of $450 per hour for any work conducted outside the scope of the investment advisory agreement or external to the assets held under discretionary management by DGS. Such work may include the analysis of external investment portfolios or analysis of individual securities not held in accounts managed by DGS. ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT DGS does not charge performance-based fees. As a result, DGS does not engage in side-by-side management of accounts that are charged a performance-based fee with those that have a different fee structure. As described in Item 5, our fees are based on assets under management. While accounts may be managed with the same investment style and target index, the underlying holdings will likely differ due to various reasons, including, but not limited to, the time of implementation, account size, legacy holdings, or client-specific restrictions. ITEM 7: TYPES OF CLIENTS Types of Clients • Registered Investment Advisors (RIAs) • Individuals, High-Net-Worth Individuals, and Trusts Except for a few legacy relationships, DGS currently works exclusively with RIAs. RIAs typically manage a diverse range of client accounts, including, but not limited to, individuals, high-net-worth individuals, estates, trusts, charitable organizations (such as family trusts, endowments, and foundations), retirement plans (such as pension and profit- sharing plans), corporations, limited liability companies, and other institutional accounts. Though not listed directly under our list of clients, DGS can manage any of these client account types on a sub-advisory basis. Conditions for Managing Accounts DGS has specific minimum account size requirements to open an account. These minimum account requirements are based on the type of relationship (direct or through an intermediary). They may be changed under certain circumstances, provided that regulatory-mandated minimums are met. The Client must agree to custody assets at a qualified custodian with whom DGS has an existing relationship or with whom DGS agrees to establish a new custodial relationship. The Client must grant DGS the authority to manage their account by providing the custodian with a Limited Power of Attorney ("LPOA"). The LPOA grants DGS discretionary trading authority, enabling us to implement and manage the account in accordance with the agreed-upon investment strategy. Page 7 of 14  Form ADV Part 2A – March 31st, 2025 ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS Method of Analysis DGS provides discretionary asset management using quantitative investment strategies. Quantitative investment analysis involves studying large amounts of data using models to determine the relative attractiveness of securities. DGS utilizes traditional fundamental metrics, including valuation and profitability, as well as technical indicators, such as momentum. Determining and calculating these various factors, along with the portfolio construction process, optimization methodology, account review process, and trading procedures form the foundation of DGS's investment process. DGS does not use traditional sell-side research reports or third-party security recommendations to construct its portfolios. DGS leans on extensive academic and internal research to determine the feasibility and capacity of new investment strategies. The internal research utilizes fundamental and market data from firms, including but not limited to Morningstar, Bloomberg, MSCI, and FactSet. The strategies are implemented using a systematic, rules-based process that is objective and repeatable. Direct indexing Strategies DGS's primary focus is on public equity markets. We offer a wide range of direct indexing strategies to advisors, family offices, institutions, and high-net-worth individuals. All strategies are based on a shared investment philosophy and are implemented using a systematic and disciplined approach. These low-cost, diversified strategies offer a compelling alternative to passive indexing and traditional active management. A. Active Tax Management DGS's Active Tax Management strategy enables investors to replicate the returns of an equity index on a pre-tax basis, potentially outperforming it on an after-tax basis. Taxes can significantly reduce investment returns, and we believe that clients with taxable assets must incorporate tax management as an integral part of their investment strategy. The 'tax-alpha' or after-tax outperformance is achieved through sophisticated loss harvesting and gain deferral techniques combined with lot-level accounting. B. Factor-Investing DGS's Factor-Based strategies enable clients and advisors to create portfolios that mimic alpha-seeking active strategies by providing a systematic bias to popular factors, including, but not limited to, profitability, value, momentum, dividend yield, and low volatility. Actively managed funds have historically underperformed passive benchmarks owing to higher costs and a lack of a systematic, repeatable process. Smart beta ETFs offer a better alternative to traditional active management, but they typically provide limited customization and may struggle with inadequate liquidity for larger accounts. DGS's Factor-Tilt strategy offers the best of both worlds, providing access to a broad set of investment factors while maintaining the low costs and diversification benefits associated with passive strategies. For taxable accounts, DGS can easily integrate an active tax management overlay. C. Values-Based Strategies DGS's Values-Based strategies enable clients to create portfolios that reflect their unique set of values and beliefs. Environmental, social, and governance (ESG) factors are the primary pillars of values-based investing. DGS sources extensive ESG data from industry-leading research providers. This allows us to offer our clients a diverse and comprehensive set of criteria from which to choose. Clients can choose a plain index as their target asset class or combine their ESG strategy with the Factor-Tilt strategy. Additionally, Active-Tax Management can be integrated into the strategy for taxable accounts. Risk of Loss Past performance is not indicative of future results. Therefore, you should never assume that the future performance of any specific investment or investment strategy will be profitable. Investing in securities (including stocks, mutual funds, Page 8 of 14  Form ADV Part 2A – March 31st, 2025 and bonds) involves a risk of loss. Further, depending on the type of investment, there may be varying degrees of risk. Clients should be prepared to bear investment losses, including the loss of their original principal. Due to the inherent risk of loss associated with investing, our firm cannot represent, guarantee, or imply that our services and analysis methods can or will predict future results, successfully identify market tops or bottoms, or protect you from losses resulting from market corrections or declines. There can be no assurance that a Client's investment objectives will be achieved, and no inference to the contrary is being made. Before entering into an agreement with DSG, a Client should carefully consider: (1) committing to management only those assets that the Client believes will not be needed for current purposes and that can be invested on a long-term basis (usually a minimum of three to five years), (2) that volatility from investing in the markets can occur, and (3) that over time the Client's assets may fluctuate and at any time be worth more or less than the amount invested. Some additional general investment risks Clients should be aware of include, but are not limited to, the following. Market Risk: The price of a stock, bond, mutual fund, or other security may drop due to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security's underlying circumstances. Equity Risk: Since the strategies invest in equity securities, they are subject to the risk that stock prices may fall over short or extended periods. Historically, the equity markets have moved in cycles, and the value of each strategy's equity securities may fluctuate drastically from day to day. Individual companies may report poor results or be negatively affected by industry or economic trends and developments. The prices of securities issued by such companies may decline in response. These factors contribute to price volatility, the principal risk of investing in our strategies. Foreign Risk: Since DGS provides strategies catering to global equity markets, many investments may be in overseas markets (international securities). These pose unique risks, including currency fluctuation and political risks, and such investments may be more volatile than those of a U.S.-only investment. The risks are generally intensified for investments in emerging markets. Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment's originating country. This is also referred to as exchange rate risk. Interest Rate Risk: Interest rate risk is associated with fluctuations in interest rates, which are influenced by various factors, including, but not limited to, government borrowing, inflation, and economic performance. The value of investments can fluctuate with changes in interest rates. Fixed-income investments are subject to the risk of interest rate fluctuations, which may accordingly increase or decrease the rate of return on them. When interest rates decline, the value of a portfolio of fixed-income securities can be expected to rise. Conversely, when interest rates rise, the value of a portfolio of fixed-income securities can be expected to decline. Liquidity or Marketability Risk: This refers to the ease with which a security can be sold at or near its fair market value. The primary measure of liquidity risk is the security's bid-ask spread and the available volume that can be traded without making a price impact. The lack of liquidity may force one to spend more than the fair market value when purchasing a security or receive less than the fair market value when selling a security. Credit Risk: Debt securities are subject to the issuer's inability to meet principal and interest payments on the obligations and may also be susceptible to price volatility due to factors such as interest rate sensitivity, market perception, or the issuer's creditworthiness, as well as general market risk. Mutual Fund Risk: This risk arises from investing in units of Mutual funds. Risk factors inherent to equities and debt securities also apply to investments in mutual fund units. Furthermore, scheme-specific risk factors associated with each underlying scheme, including the performance of their underlying stocks, derivatives, stock lending, and offshore investments, will apply to investments in mutual fund units. In addition, events such as changes in the fund manager of Page 9 of 14  Form ADV Part 2A – March 31st, 2025 the scheme, takeovers, mergers, and other changes in the status and constitution of mutual funds, foreclosure of schemes or plans, and changes in government policies can affect the performance of investments in mutual fund units. ITEM 9: DISCIPLINARY INFORMATION DGS Capital has no legal or disciplinary events and thus has no information to disclose regarding this item. Clients can obtain the disciplinary history of DGS Capital or its representatives from the federal or state securities divisions upon request. ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS DGS Capital Management, LLC is affiliated with DGS Capital Management Private Limited, a portfolio management firm domiciled in India as disclosed in Form ADV Part I. DGS Capital Management Private Limited is a Portfolio Manager registered with the Securities and Exchange Board of India that works with clients based out of India and provides portfolio management services focused exclusively on investing in the Indian markets. The two firms may share intellectual property and other resources for mutual benefit, provided that the sharing of such resources complies with all relevant regulatory and compliance standards. The firms may refer Clients or prospects to each other or other wealth managers, accountants, tax specialists, attorneys, and other professionals. Furthermore, such professionals may refer their Clients or prospects to DGS. Referrals to and from DGS are made without compensation or other commitment unless otherwise disclosed in this document, Item 14: Client Referrals and Other Compensation. ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Code of Ethics: DGS has adopted a comprehensive Code of Ethics that all employees are required to follow. The code provides personnel with guidance on ethical obligations related to their fiduciary duties, which form the basis of all client dealings and personal securities transactions. Specifically, the code identifies all employees involved in portfolio management or trading as Access Persons, who are required to report all personal trades and investment holdings (unless the investment accounts are limited to pooled investment vehicles, such as mutual funds). The code also provides procedures for employees to report any violations. The code is reviewed and distributed annually, and all employees are required to certify that they have read, understood, and agree to follow the Code of Ethics. CFA Asset Managers Code of Professional Conduct: Since DGS primarily functions as an investment manager, DGS has also adopted the Asset Managers Code of Professional Conduct developed by the CFA Institute to serve as the foundation of its ethical practices concerning investment management. The CFA Institute developed the code in consultation with investors and asset managers to outline the ethical and professional responsibilities of asset managers investing on behalf of Clients. The code provides practical guidelines in six main areas of conduct designed to apply to all facets of the manager-client relationship. Investment process and actions 1. Loyalty to Clients 2. 3. Trading 4. Risk management, compliance, and support 5. Performance and valuation 6. Disclosures Page 10 of 14  Form ADV Part 2A – March 31st, 2025 In addition to the detailed guidelines for each area of conduct, the general principles of the code state that DGS has the following responsibilities to its Clients: • To act in a professional and ethical manner • To act for the benefit of Clients • To act with independence and objectivity • To act with skill, competence, and diligence • To communicate with Clients in a timely and accurate manner • To uphold the rules governing capital markets Participation or Interest in Client Transactions DGS does not affect any principal or agency cross securities transactions for Client accounts, nor do we affect cross- trades between Client accounts. Principal transactions are generally defined as transactions in which an adviser, acting as principal for its account or the account of an affiliated broker-dealer, buys or sells any security from or to any advisory Client. An agency cross-transaction is defined as a transaction in which the investment adviser, or any person controlled by or under common control with the investment adviser, acts as a broker for both the advisory Client and for another person on the other side of the transaction. Should we ever decide to affect principal trades or cross-trades in Client accounts, we will comply with the provisions of Rule 206(3) of the Advisers Act. Personal Trading DGS permits personal account trading, which may include securities purchased by DGS for its Clients, creating a potential conflict of interest. The code clearly outlines that DGS and its associated persons must prioritize investments made on behalf of the Client over those that benefit the managers' interests. Additionally, the code states that DGS must deal fairly and objectively with clients when providing investment information, making investment recommendations, or taking action on investments. While transactions are unlikely to coincide, any negative impact of overlapping trading is minimized due to the nature of the investment strategies that clients and employees may invest in. Since most accounts are benchmarked to diversified market indexes and are typically subject to tracking error constraints, most securities account for less than 5% of the portfolio value. The diversified nature of the direct indexing strategies managed by DGS generally means that the average transaction size as a percentage of the account is typically under 0.50%. The largest securities in client accounts, which correspond to the largest trade values, also tend to be the largest companies in the target asset class, thereby limiting the impact of simultaneous trades on market prices. Additionally, as part of the firm's investment process, the liquidity of securities is considered before they are made eligible for purchase. Securities that lack sufficient liquidity may be removed from the list of eligible securities. This ensures that the impact on prices due to trading by DGS is minimized, reducing the likelihood of a conflict of interest with personal trading, particularly in the context of front-running trades. ITEM 12: BROKERAGE PRACTICES Selection Criteria The selection of the broker-dealer used for executing transactions depends on several factors, which are summarized below. • Execution Rates: DGS will select brokers that offer the lowest execution rates, all else being equal. Brokers may have different rates depending on the type of Clients, the total amount traded with the broker, and the types of securities traded. Execution rates include commissions charged directly by the broker, as well as any additional fees, such as trade-away or settlement charges imposed by the custodian or clearing member. Page 11 of 14  Form ADV Part 2A – March 31st, 2025 • Execution Quality: DGS will select brokers that provide the best execution, all else being equal. There is no single metric that can accurately measure execution quality. Generally, execution quality is measured using price improvement and execution speed. • Ease of Execution: DGS will select brokers that provide the most seamless trade execution processes, all else being equal. Some brokers allow trades to be routed using an Order Management System (OMS), while others require spreadsheets to be emailed with instructions provided either online or over the phone. Brokers may allow access to trade execution reports from an online platform or send reports via email in spreadsheet format. All these factors are considered when deciding which brokerage services to use to execute trades for Client accounts. Cost to "Trade-Away" Firms such as Charles Schwab and Fidelity generally do not charge clients a separate fee for custody services. Instead, they are compensated by charging commissions for trades they execute and settle in client accounts. They may charge a fixed fee per trade or a percentage of assets under management (asset-based pricing). These firms also allow DGS to trade securities on the Client's behalf through other brokers, a practice known as trading away. In addition to the fee paid to the outside broker, custodians will charge a flat-dollar fee for each trade per account executed outside of their brokerage platform. At the time of this writing, the cost to trade away was $25 at Schwab and $20 at Fidelity. Given the diversified nature of direct indexing strategies, the average trade size makes the cost of trading away prohibitively expensive. Due to this, DGS chooses to minimize transaction costs by executing trades with the custodian or broker of the client account. Starting in 2019 and 2020, most custodians either reduced or eliminated commission charges for securities traded on U.S. exchanges for DGS clients, further enhancing the benefits of trading directly through the custodian's brokerage services. Commissions, Soft-Dollar Arrangements, and Directed Brokerage DGS has tailored its broker selection process to mitigate potential conflicts of interest. These policies directly align the interests of DGS with those of its clients about all brokerage-related services. • DGS does not charge any commissions on trades. • DGS does not have any soft-dollar arrangements with brokers. • DGS does not allow clients to select their brokers. • DGS does not direct brokerage in exchange for client referrals. • DGS does not direct brokerage in exchange for research, services, or products unrelated to trade execution. ITEM 13: REVIEW OF ACCOUNTS The majority of DGS's AUM is managed using direct indexing strategies. DGS has developed a platform for reviewing and managing these accounts. All accounts utilizing the direct indexing strategies are examined daily for various metrics that may impact the risk/return characteristics of the account. Taxable accounts utilizing DGS’s tax- management overlay are also reviewed for loss harvesting opportunities. If any measured metric goes beyond its predefined constraints, that account is flagged for review. A flagged account for review may not necessarily be rebalanced or traded. For mutual fund and ETF portfolios (assets outside of direct indexing strategies), the asset allocation of these accounts is monitored periodically, typically daily, and accounts are rebalanced if the current asset class weights have deviated beyond predefined allowable variance. DGS reviews accounts at least annually or when markets warrant. An account may also be reviewed ad-hoc if there is a change in client circumstances. The reviews may include checking various metrics, including, but not limited to, cash balances, asset allocation, and the account's performance on both an absolute and relative basis. Page 12 of 14  Form ADV Part 2A – March 31st, 2025 The qualified custodian prepares client account reports, which include a summary of the account balance, holdings, and transactions. These statements are sent directly to clients either electronically or as a hard copy, depending on the Clients' preferences. The custodian typically sends out these reports quarterly. ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION Currently, DGS does not have any referral or solicitor arrangements. DGS may pay referral fees to independent persons or firms ("Solicitors") to introduce clients to DGS. Suppose a referral fee is applicable; in that case, the Solicitor must provide the prospective Client with a copy of this document (Firm Brochure) and a separate disclosure statement that includes the following information. • the Solicitor's name and relationship with DGS; • the fact that the Solicitor is being paid a referral fee or receiving any other related benefits; • the amount and type of fee, and • whether the fee charged to the Client by DGS will be increased above the usual fee to compensate the Solicitor In instances where DGS sets up a solicitor relationship, our policy would be not to increase the advisory fees payable by the Client to cover referral fees. ITEM 15: CUSTODY Custody, as it applies to investment advisors, is not limited to having physical possession of client assets. Regulators have defined it as having access or control over Client funds or securities. If an investment adviser has access to or can control client funds or securities, the investment adviser is deemed to have custody and must implement proper procedures. However, regulators do not deem the authorization to trade in Client accounts to be custody. DGS is deemed to have custody of client funds and securities whenever DGS is authorized to deduct fees directly from the client's account. This is the only form of custody that DGS maintains. For accounts in which DGS is deemed to have custody, the following procedures have been established to ensure the safety of client assets: • All client funds and securities are held in a separate account at a qualified custodian, designated for each Client under that Client's name. • Clients open the accounts directly with the custodian and are therefore aware of the qualified custodian's name, address, and how the funds or securities are maintained. • Clients have access to the custodian's online platform, where they can log in to view their account balances and holdings at any time. Clients should carefully review any statements they receive from DGS and compare them with those delivered by the custodian or online data on the custodian's portal. • Clients can discuss or clarify their statements with DGS during regular business hours. ITEM 16: INVESTMENT DISCRETION Discretionary Authority Clients grant DGS discretionary authority to manage their accounts by signing the advisory agreement (or by their advisors signing the sub-advisory agreement) and executing the Limited Power of Attorney (LPOA), which allows the custodian to receive investment instructions from DGS. The Client Agreement (or the Sub-Advisory agreement signed by the primary advisor) and the LPOA provide DGS with the authority to manage the portfolio according to the agreed- Page 13 of 14  Form ADV Part 2A – March 31st, 2025 upon strategy, to buy and sell securities, invest or raise cash, deduct any fees, and perform any other actions consistent with the ongoing management and supervision of the portfolio. In certain circumstances, Clients may provide DGS with restrictions to incorporate into the investment objectives and strategy. However, DGS still maintains discretionary authority, and the Client may not request that DGS make additional investment decisions outside the scope of the agreed-upon restrictions. ITEM 17: VOTING CLIENT SECURITIES DGS invests primarily in equity securities through its direct indexing strategies. As such, DGS may be delegated the responsibility of voting proxies. DGS relies on third-party service providers to vote for proxies that are consistent with what we believe is in the Client's best interest. The responsibility for voting proxies on behalf of a client account is typically assigned to DGS in the investment management agreement or the LPOA forms submitted to the custodian. Once DGS has agreed to vote proxies on behalf of a client account, it will instruct the Client's custodian to forward all proxy materials to the proxy voting service provider DGS engages in administering proxy voting. For those clients for whom DGS has assumed the responsibility of voting proxies, DGS will retain final authority and responsibility for such voting. DGS will not accept a client's instructions on how to vote a proxy unless DGS has requested such instructions due to a conflict of interest. There may be certain instances when DGS may choose not to vote proxies, including, but not limited to, instances where a proxy ballot is received for a client account that is no longer managed by DGS, where a proxy is received for a security that is no longer being managed, or when voting a proxy would restrict DGS's ability to trade the underlying security. A client can request a complete copy of our current proxy voting policies and guidelines or request information on how we have voted proxies in accordance with our policies by emailing us at info@dgs.capital. ITEM 18: FINANCIAL INFORMATION DGS does not require or solicit prepayment of more than $1,200 in fees per Client, six months or more in advance, and therefore is not required to provide and has not provided a balance sheet. We do not have any financial commitments that impair our ability to meet contractual and fiduciary obligations to clients and have not been the subject of a bankruptcy proceeding. Page 14 of 14