Vestwell Advisors LLC

Item 5: Fees and Compensation

Plan Clients

Vestwell Holdings receives compensation from Plans comprised of three components: a flat fee to set
up the Plan and administer it each year on the Vestwell Platform; a monthly fee for each participant in
the Plan with a balance; and a fee assessed on the market value of the applicable Plan’s assets under
management that decreases (on a percentage basis) as the Plan grows. Those three components can
vary, depending on the specific features and characteristics of an individual Plan. Vestwell Holdings
also charges transactional fees for certain kinds of services that involve additional time, resources, or
risk, such as loan processing or preparing Plan amendments that may be requested from time to time
by Plan participants or the Plan Sponsor. Each Plan Sponsor determines whether all or part of those
fees are paid by the Plan Sponsor or by the Plan and how costs are allocated among Plan
participants.

Vestwell Holdings, in turn, pays the service providers to each Plan, including the recordkeeper, Plan
administrator, custodian, sub-custodian, and investment manager. If Vestwell Advisors is the Plan’s
investment manager, Vestwell Holdings will determine the fees applicable to Vestwell Advisors.
Vestwell Advisors receives a portion of the fees that are paid to Vestwell Holdings. Vestwell Holdings
provides an invoice quarterly, in arrears, to the Plan Sponsor for all of the fiduciary and nonfiduciary
services provided by Vestwell Advisors and other service providers to the Plan. Pursuant to ERISA, as
noted above, the Plan Sponsor determines whether those fees should be paid by the Plan Sponsor or
the Plan; fees that the Plan Sponsor determines should be paid for by the Plan are then deducted
from participant accounts. Vestwell Holdings, in turn, takes payment via electronic funds transfer from
the Plan Sponsor’s account and/or the Plan’s participant accounts (based on directions from the Plan
Sponsor) within 30 days of the end of the quarter. Vestwell Holdings pays the service providers,
including Vestwell Advisors as applicable. All fees and expenses charged to individual participant
accounts are explained in participants' quarterly benefit statements.

Depending on the investment options selected by the Plan Sponsor, the Plan may also incur
brokerage commissions, transaction fees, or similar expenses from the funds themselves and any such
compensation is paid to the mutual fund or ETF provider and not to Vestwell Advisors or its affiliates.

    Government Savings Programs:

    Vestwell Advisors serves as the investment fiduciary for several state savings Programs. The fees for
    its services in connection with these Programs are comprised of:

       ●​ Program fee (this is the program manager’s basis point fee; it is the fee Vestwell charges to
          either the state or the investor); and
       ●​ Per account flat fee (this is the program manager’s dollar-based fee; it is the fee Vestwell
          charges to either the state or the investor)

    For its IRA program, Vestwell Advisors receives investment advisory fees based on the following fee
    schedule:

       ●​ Administrative Service Fees paid to Vestwell Holdings Inc. and its service providers for
          recordkeeping and support
              ○​ Asset-based ranging from 0.10% - 0.30%
              ○​ Fixed fee ranging from $80.00 to $0.00
       ●​ Investment Services Fees paid to Vestwell Advisors for providing non-discretionary
          investment advice by curating the list of funds available. These are asset-based and range
          from 0.10% to 0.38%

    IRAs are also charged an Administrative Service Fee, as described above, which is paid to a
    third-party service provider that assists in the administration of the IRA and other members of the
    Vestwell Group. For IRA holders invested in the FDIC Cash Deposit Account, Vestwell Trust Company,
    an affiliate of Vestwell Holdings will receive compensation with respect to account holdings, including
    a portion of interest earned on an IRA Holder’s funds held in an FDIC-insured bank account. The exact
    amount of fees paid to the Vestwell Group (and any other providers) is disclosed to IRA account
    holders through their account portal.

    Indirect Compensation

​   In December 2025, Vestwell Advisors added a stable value fund to its lineup of investment options
    for Plans. Participants and eligible employees in Plans supported by Vestwell Advisors or a third
    party advisor that have selected the stable value fund will receive a fact sheet with more information
    about the fund. The net crediting rate is the participants’ rate of return for this investment, which will
    be accrued daily and reflected in the NAV of the fund.

​   Vestwell Holdings Inc., the parent company of Vestwell Advisors, will receive compensation in the
    form of a percentage of assets in the stable value fund in exchange for additional recordkeeping
    services, such as tracking participant activity and monitoring accounts invested in this fund for
    excessive trading and market timing activities. To comply with Department of Labor prohibited

    transaction rules, Vestwell Advisors will not be charging its investment management fee on assets in
    the stable value fund.

​   Certain government savings Programs that have engaged Vestwell Advisors have approved the
    inclusion of one or more stable value investment options within their specific lineups. Where there is a
    stable value allocation, Vestwell Holdings Inc., the parent company of Vestwell Advisors, will receive
    compensation in the form of a percentage of assets in the stable value fund in exchange for additional
    recordkeeping services. The FDIC-insured product, within the Cash/Capital Preservation Option
    available for Government Savings Programs, likewise may generate indirect compensation to
    Vestwell Advisors.
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Item 7: Types of Clients

    Vestwell Advisors provides investment management services to qualified retirement plans,
    specifically 401(k) Plans, 403(b) Plans, Profit Sharing Plans, and Cash Balance Plans. There is no
    minimum dollar amount and no minimum number of participants required to start a Plan and utilize
    Vestwell's services. Vestwell Advisors, if appointed by the Plan Sponsor, serves as an ERISA 3(38)
    fiduciary to the Plans that opt to use Vestwell Advisors as their investment manager. .

    Vestwell Advisors also serves as the Investment Advisor to a number of Government Savings
    Programs.

    Vestwell Advisors also provides non-discretionary investment management services to individuals
    who are Former Plan Participants who establish Individual Retirement Accounts (“IRAs”) with
    Vestwell Advisors. Vestwell Advisors began providing services to Former Plan Participants in 2023
    and in the future may provide IRAs to other investors. Plan rules (called “force-out rules”) require that
    Former Plan Participants with vested balances of $7,000.00 or less withdraw their assets from the
    Plan. Vestwell Advisors establishes Safe Harbor IRAs for Former Plan Participants who are forced
    out of their Plan and do not instruct Vestwell to distribute or roll over their Plan assets. Safe Harbor
    IRAs are specialized IRAs established for Former Plan Participants. The IRAs are automatically
    invested in a default investment vehicle designed to protect principal. Vestwell Advisors provides
    IRAs with an FDIC-insured cash account that earns interest at a competitive rate and account holders
    can also select other investment options from a range of large, low-cost funds offered by other
    providers.