Vestwell Advisors is an investment adviser that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), with its principal place of business at 360 Madison Avenue, 15th Floor, New York, New York 10017. Vestwell Advisors commenced operations as an investment adviser on July 15, 2016.
Vestwell Advisors is a 100% wholly owned investment adviser subsidiary of Vestwell Holdings Inc.
(“Vestwell Holdings”), and Vestwell Holdings also owns, among other entities, Vestwell, LLC, Vestwell Trust Company, LLC, and Vestwell Administrative Services, LLC (Vestwell, Vestwell Holdings and its other subsidiaries, collectively, the “Vestwell Group”). The Vestwell Group offers Plans (as defined below) and plan sponsors a comprehensive suite of services to support their workplace retirement plans. The services offered include payroll file processing, recordkeeping and Plan administration provided on a digital platform (the “Vestwell Platform”) that enables Vestwell’s clients -- employers -- to offer employer-sponsored qualified retirement savings plans, including 401(k) plans and 403(b) plans (“Plans”), to their employees. The Plans may use another investment manager, or they may use Vestwell Advisors as investment manager to their Plans. All Plans have access to the Vestwell Platform, whether or not they choose Vestwell Advisors as their investment manager.
Services to Plan Clients: Vestwell Advisors provides investment advisory and related consulting services to Plans and to plan sponsors (“Plan Sponsors”) to assist them in implementing the investment options available to Plan participants. Through the interactive proprietary online Vestwell Platform, Vestwell Advisors offers Plan participants various methods to select the investment options available in their Plan. The Vestwell Advisors’ managed account feature obtains certain data provided by the Plan Sponsors and participants and utilizes them to display a potential asset allocation option that a Plan participant may consider, accept, or decline. When Vestwell Advisors is engaged by Plan Sponsors to manage Plans, Vestwell Advisors does not provide any personalized investment advice directly to Plan participants or other individuals. Vestwell’s client Plans (“Plan Clients”) are qualified employee benefit plans intended to comply with all applicable federal laws and regulations, including the Internal Revenue Code of 1986, as amended, and the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.
Vestwell Advisors and its subadviser, BNY Mellon Advisors (“BNYMA”), select the investment options for each Plan Client. Participants can decide on their own whether to participate and, if they choose to participate, the Vestwell Platform provides them with the following methods to select their specific options and investment allocations in four different ways: ●Risk-Based Investments – Participants complete an online risk-based questionnaire, and Vestwell’s Platform offers information about strategies that align with the participants’ stated risk tolerance and goals. Participants can select a strategy or choose a different option.
●Age-Based Investments – Participants

may invest all or part of their existing or future Plan contributions in a series of “Target Date Funds.” They may select the Target DateFund that aligns with their age and number of years before retirement, or they may select more or less conservative options.
●Core Lineup – Participants may select funds from a line-up of low-cost, diversified exchange-traded funds (“ETFs”), mutual funds, and other products offered by their Plan.
●Managed Accounts – If available for the applicable Plan, Plan participants can also use a managed account feature that automatically enrolls participants into an investment strategy based on various demographic data provided by the Plan Sponsor.
Vestwell Advisors provides participants with educational materials that they can utilize when they make their investment selections. These include a prospectus and an investment comparison chart that includes investment performance, expense ratio, and similar data points.
Vestwell Advisors does not sponsor or manage wrap fee programs.
Vestwell Advisors acts as an investment manager under ERISA upon due appointment by a named fiduciary or co-fiduciaries to a Plan. As an investment manager, Vestwell Advisors provides advice to Plan Sponsors about investment alternatives available to the Plan in accordance with the Plan’s investment policies and objectives. Vestwell Advisors has responsibility for the investment process with respect to those Plans, including choosing investment options for each Plan and making those investment options available to Plan participants. The Plans are each Vestwell Advisors’ Plan Client and each Plan Client has an Investment Management Agreement with Vestwell Advisors signed on behalf of the Plan. Vestwell Advisors’ investment selections are generally limited to ETFs and mutual funds, chosen in accordance with the strategies described in item 8 and participants’ investment instructions. As of December 31, 2023, Vestwell Advisors managed a total of$275,654,219.79 in non-discretionary assets.
Vestwell Advisors’ IRA Program: Vestwell Advisors also provides non-discretionary investment advisory services to individuals who hold IRAs in the Vestwell IRA program. A majority of the Vestwell IRA holders were previously Plan Participants of a Plan supported by Vestwell and separated from service with their employer (“Former Plan Participants”). Plan rules (called “force-out rules”) require that Former Plan Participants with vested balances of $5,000.001or less withdraw their assets from the Plan. Vestwell Advisors establishes Safe Harbor Individual Retirement Accounts (“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. The IRAs are automatically invested in a default investment vehicle, designed to protect principal, which is an FDIC-insured cash account investment option that earns interest. IRA holders also have the option of directing the investments in their IRAs among a variety of low-cost ETFs and mutual funds in a wide range of asset classes. The list of available investment options is selected by Vestwell Advisors and its subadviser.