Principly Inc

Item 5        Fees and Compensation

Fees

Backer collects an investment advisory fee that corresponds to the fee structure option
that the client selected at the time of account opening, ranging from free (“Backer Basic”)
to $2.99 per month or $29.99 per year (“Backer Pro”). Clients who choose Backer Basic
have their investment advisory fee waived but are charged an administrative platform fee
of $1.99 per contribution or gift. Clients who choose Backer Pro are charged an
investment advisory fee of $2.99 per month or $29.99 per year, but have the
administrative platform fee on their contributions or gifts waived.

Backer may provide for a different fee structure upon entering into a new Investment
Advisory Agreement with a client, and Backer may change its fee structure for existing
clients upon notice to clients. If Backer makes any changes to its fee structure that affects
an existing client, the client will be provided with a new Investment Advisory Agreement
with the revised fee terms for their review at least 30 days before the new fee terms go
into effect.

Upon the termination of an Investment Advisory Agreement, the associated client account
will stop being charged the investment advisory fee beginning with the next payment
period.

Backer’s fee is separate and apart from any distribution or transaction fees that a client is
charged by the 529 plan or its affiliates (such as the 529 plan’s fees and expenses and the
Investment Choices’ fees and expenses). Information about these other fees and expenses
is disclosed in the 529 plan disclosure documents, which are provided to you upon
enrollment. Backer does not collect these fees.

Backer’s fee will be collected by Backer in a way that does not constitute fee deduction
authority for purposes of the custody rule of the Advisers Act. The fee will be collected by
the same method of payment that the client set up for their investment contributions to
the account and the client will have the ability to change the method of payment for future
contributions at any time. Any changes to the method of payment will be applied beginning
with the next contribution. Backer will maintain discretion to opt to invoice its clients for
its fee.

Other Compensation

Backer receives no fees or other compensation from the 529 plans for recommending
investments in those 529 plans. Backer receives compensation from 529 plans for
providing technological services to the 529 plans that are unrelated to the investment
advisory services that Backer provides to its advisory clients. Specifically, when making
its gifting features available to non-client participants in a 529 plan, Backer collects
service fees from the plan administrator in certain instances.

In December 2023, Backer acquired Saving for College, LLC dba Saving For College
(“SFC”), which operates an educational website about 529 plans. SFC does not provide
investment advisory services to clients. Backer benefits indirectly from SFC’s economics
which are based, in part, on a "pay-per-click" advertising model in which 529 plans pay
SFC for referral traffic. SFC is not paid in connection with sales of securities.

Item 7        Types of Clients

Backer’s clients are individuals of all income ranges who have an important Student in
their life. Backer’s typical client is the person who signs up to establish an account for a
Student. Only the account owner is considered to be Backer’s client; the Student and
other contributors to the Student’s account are not considered to be Backer’s clients.

Backer views its investor base to include (1) those who, alongside other family and friends,
want to get started on investing in a 529 plan for the Students in their life, (2) those who
are not capable or interested in conducting research into other investment alternatives
that are available, including other 529 plans that may be more appropriate to a particular
investor, and (3) those who already have a 529 plan who want to connect their plan to
Backer’s platform in order to take advantage of Backer’s features, as described in Item 4.

Because the Investment Choices are expected to offer the benefits of tax exemption or
deferral, it is not recommended that you invest through a vehicle that also offers tax
exemption or deferral, such as an individual retirement account (sometimes called an IRA).
Trusts and entities can also offer challenges in determining whether an investment in the
Investment Choices is appropriate, and you should seek your own tax, legal, or financial
guidance before causing a trust or entity to invest.

Due to anticipated regulatory burdens, Backer does not, at this time, anticipate allowing
ERISA investors to become clients. An ERISA investor is one that is subject to the
Employee Retirement Income Security Act of 1974, an investor that seeks for Backer to
agree to conduct its operations as if ERISA applied, or an investor that Backer otherwise
determines to potentially implicate ERISA and Department of Labor rules and regulations.

Backer currently limits its investors to U.S. persons.

Beginning February 1, 2023, Backer implemented a minimum initial contribution, typically
ranging from $10 to $25 depending on the client’s chosen 529 plan. Backer does not
require a minimum account size to remain a client. Backer reserves the right to
implement a higher minimum investment or balance if the costs associated with
maintaining accounts with small balances becomes uneconomical in a way that harms
Backer’s business, as determined at our discretion.