Vandalia Wealth

Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth Form ADV Part 2A – Disclosure Brochure Effective: July 10, 2026 This Form ADV Part 2A (“Disclosure Brochure”) provides information about the qualifications and business practices of Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth (“Vandalia Wealth” or the “Advisor”). If you have any questions about the content of this Disclosure Brochure, please contact the Advisor at 304-915-0260 or by email at ian.mcilvaine@vandaliawealth.com. Vandalia Wealth is a registered investment advisor with the U.S. Securities and Exchange Commission (“SEC”). The information in this Disclosure Brochure has not been approved or verified by the SEC or by any state securities authority. Registration of an investment advisor does not imply any specific level of skill or training. This Disclosure Brochure provides information about Vandalia Wealth to assist you in determining whether to retain the Advisor. Additional information about Vandalia Wealth and its Advisory Persons is available on the SEC’s website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 340089. Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth 500 Corporate Landing, Suite 201, Charleston, WV 25311 Phone: 304-915-0260 | Website: https://vandaliawealth.com/  Item 2 – Material Changes Form ADV 2 is divided into two parts: Part 2A (the "Disclosure Brochure") and Part 2B (the "Brochure Supplement"). The Disclosure Brochure provides information about a variety of topics relating to an Advisor’s business practices and conflicts of interest. The Brochure Supplement provides information about the Advisory Persons of Vandalia Wealth. Vandalia Wealth believes that communication and transparency are the foundation of its relationship with clients and will continually strive to provide you with complete and accurate information at all times. Vandalia Wealth encourages all current and prospective clients to read this Disclosure Brochure and discuss any questions you may have with the Advisor. Material Changes The following material changes have been made to this Disclosure Brochure since the last filing and distribution to Clients on June 16, 2026: • The Advisor compensates promoters for client referrals. Please see item 14 for additional details. Future Changes From time to time, the Advisor may amend this Disclosure Brochure to reflect changes in business practices, changes in regulations or routine annual updates as required by the securities regulators. This complete Disclosure Brochure or a Summary of Material Changes shall be provided to you annually and if a material change occurs. At any time, you may view the current Disclosure Brochure on-line at the SEC’s Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 340089. You may also request a copy of this Disclosure Brochure at any time by contacting the Advisor at 304-915-0260 or by email at ian.mcilvaine@vandaliawealth.com. Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth 500 Corporate Landing, Suite 201, Charleston, WV 25311 Phone: 304-915-0260 | Website: https://vandaliawealth.com/ Page 2  Item 3 – Table of Contents Item 1 – Cover Page ............................................................................................................................................... 1 Item 2 – Material Changes ..................................................................................................................................... 2 Item 3 – Table of Contents .................................................................................................................................... 3 Item 4 – Advisory Services ................................................................................................................................... 4 A. Firm Information ............................................................................................................................................................. 4 B. Advisory Services Offered .............................................................................................................................................. 4 C. Client Account Management .......................................................................................................................................... 6 D. Wrap Fee Programs ....................................................................................................................................................... 6 E. Assets Under Management ............................................................................................................................................ 6 Item 5 – Fees and Compensation ......................................................................................................................... 7 A. Fees for Advisory Services ............................................................................................................................................. 7 B. Fee Billing ....................................................................................................................................................................... 8 C. Other Fees and Expenses ............................................................................................................................................. 8 D. Advance Payment of Fees and Termination .................................................................................................................. 9 E. Compensation for Sales of Securities ............................................................................................................................ 9 Item 6 – Performance-Based Fees and Side-By-Side Management .................................................................. 9 Item 7 – Types of Clients ..................................................................................................................................... 10 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ........................................................ 10 A. Methods of Analysis ..................................................................................................................................................... 10 B. Risk of Loss .................................................................................................................................................................. 10 Item 9 – Disciplinary Information ....................................................................................................................... 12 Item 10 – Other Financial Industry Activities and Affiliations ......................................................................... 12 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .............. 12 A. Code of Ethics .............................................................................................................................................................. 12 B. Personal Trading with Material Interest ........................................................................................................................ 13 C. Personal Trading in Same Securities as Clients .......................................................................................................... 13 D. Personal Trading at Same Time as Client ................................................................................................................... 13 Item 12 – Brokerage Practices ............................................................................................................................ 13 A. Recommendation of Custodian[s] ................................................................................................................................ 13 B. Aggregating and Allocating Trades .............................................................................................................................. 14 Item 13 – Review of Accounts ............................................................................................................................ 14 A. Frequency of Reviews .................................................................................................................................................. 14 B. Causes for Reviews ..................................................................................................................................................... 14 C. Review Reports ............................................................................................................................................................ 14 Item 14 – Client Referrals and Other Compensation ........................................................................................ 15 A. Compensation Received by Vandalia Wealth .............................................................................................................. 15 B. Compensation for Client Referrals ............................................................................................................................... 16 Item 15 – Custody ................................................................................................................................................ 16 Item 16 – Investment Discretion ......................................................................................................................... 16 Item 17 – Voting Client Securities ...................................................................................................................... 16 Item 18 – Financial Information .......................................................................................................................... 17 Privacy Policy ...................................................................................................................................................... 18 Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth 500 Corporate Landing, Suite 201, Charleston, WV 25311 Phone: 304-915-0260 | Website: https://vandaliawealth.com/ Page 3  Item 4 – Advisory Services A. Firm Information Vandalia Wealth Management Incorporated (“Vandalia Wealth” or the “Advisor”) is a registered investment advisor with the U.S. Securities and Exchange Commission. The Advisor is organized as a Corporation (“Corp”) under the laws of the State of West Virginia. Vandalia Wealth was founded in April 2021 and became a registered investment advisor in 2026. The Advisor is owned and operated by Ian S. McIlvaine (Chief Executive Officer, Chief Investment Officer, Chief Compliance Officer, and Wealth Advisor) and John M. Jones (President, Chief Operating Officer, and Wealth Advisor). This Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory services provided by Vandalia Wealth. B. Advisory Services Offered Vandalia Wealth offers investment advisory services to individuals, high net worth individuals, trusts, estates, businesses, and retirement plans (each referred to as a “Client”). The Advisor serves as a fiduciary to Clients, as defined under the applicable laws and regulations. As a fiduciary, the Advisor upholds a duty of loyalty, fairness and good faith towards each Client and seeks to mitigate potential conflicts of interest. Vandalia Wealth's fiduciary commitment is further described in the Advisor’s Code of Ethics. For more information regarding the Code of Ethics, please see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. Wealth Management Services Vandalia Wealth provides customized wealth management services for its Clients. This is achieved through continuous personal Client contact and interaction while providing discretionary investment management services and a broad range of comprehensive financial planning. Investment Management Services – The Advisor provides discretionary investment management services. Vandalia Wealth works closely with each Client to identify their investment goals and objectives as well as risk tolerance and financial situation in order to create a portfolio strategy. Vandalia Wealth will create an investment portfolio primarily utilizing model portfolios to meet the Client’s investment goals. These model portfolios primarily consist of low-cost, diversified mutual funds, exchange-traded funds (“ETFs”), individual stocks, and bonds. The Advisor may also utilize alternative investments, digital assets, and turnkey asset management programs to meet the needs of the Client. The Advisor may retain other types of investments from the Client’s legacy portfolio due to fit with the overall portfolio strategy, tax-related reasons, or other reasons as identified between the Advisor and the Client. Vandalia Wealth’s investment strategies are primarily long-term focused, but the Advisor may buy, sell or re-allocate positions that have been held for less than one year to meet the objectives of the Client or due to market conditions. Vandalia Wealth will construct, implement and monitor the portfolio to ensure it meets the goals, objectives, circumstances, and risk tolerance agreed to by the Client. Each Client will have the opportunity to place reasonable restrictions on the types of investments to be held in their respective portfolio, subject to acceptance by the Advisor. Vandalia Wealth evaluates and selects investments for inclusion in Client portfolios only after applying its internal due diligence process. Vandalia Wealth may recommend, on occasion, redistributing investment allocations to diversify the portfolio. Vandalia Wealth may recommend specific positions to increase sector or asset class weightings. The Advisor may recommend employing cash positions as a possible hedge against market movement. Vandalia Wealth may recommend selling positions for reasons that include, but are not limited to, harvesting capital gains or losses, business or sector risk exposure to a specific security or class of securities, overvaluation or overweighting of the position[s] in the portfolio, change in risk tolerance of the Client, generating cash to meet Client needs, or any risk deemed unacceptable for the Client’s risk tolerance. At no time will Vandalia Wealth accept or maintain custody of a Client’s funds or securities, except for the limited authority as outlined in Item 15 – Custody. All Client assets will be managed within the designated account[s] at the Custodian, pursuant to the terms of the advisory agreement. Please see Item 12 – Brokerage Practices. Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth 500 Corporate Landing, Suite 201, Charleston, WV 25311 Phone: 304-915-0260 | Website: https://vandaliawealth.com/ Page 4  Use of Sub-Advisors – Vandalia Wealth may recommend and refer Clients to unaffiliated turnkey asset management programs (“TAMPs”) at Vandalia Wealth’s discretion or the Client’s request. The Advisor has a relationship with the SEC registered RIA Axxcess Wealth Management, LLC (“Axxcess”), which offers TAMP services. In certain instances, the Client may be required to authorize and enter into an investment management agreement with the TAMP that defines the terms in which the TAMP will provide its services. Vandalia Wealth will remain the Client’s primary Advisor and oversee the Client’s investment allocation[s] and overall investment performance. While the TAMP will assume day-to-day investment management of the assets, Vandalia Wealth will be responsible for establishing the Client’s investment objectives and recommending a TAMP’s investment strategy to meet those objectives. The Client will be provided with the Sub-Advisor’s or TAMP’s Form ADV Part 2A (or a brochure that makes the appropriate disclosures). The billing methodology when Clients are referred to Axxcess is specified in Item 5.A of their respective Disclosure Brochure. Axxcess Wealth Management, LLC provides sub-advisory services to assist the Advisor with the management of accounts through its wealth management services. Therefore, Vandalia Wealth will recommend to clients the use of Axxcess to help manage account[s] or a portion of the assets of account[s]. Your agreement with Vandalia Wealth will include the authorization to utilize Axxcess. Axxcess provides Vandalia Wealth with investment management and “back-office” (i.e. administrative and operational services) functions that include but are not limited to technology platforms to support data reconciliation, performance reporting, client database maintenance, quarterly performance evaluations, models, trading platforms, and other functions related to the administrative tasks of managing client accounts. They also make available and provide access to sub-advisers available on their respective platforms. A complete description of Axxcess respective services, practices and fees are provided in their respective Form ADV Part 2A brochure, a copy of which will be provided to Clients if they are utilized to assist in the management of accounts. Retirement Accounts – When the Advisor provides investment advice to Clients regarding ERISA retirement accounts or individual retirement accounts (“IRAs”), the Advisor is a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”), as applicable, which are laws governing retirement accounts. When deemed to be in the Client’s best interest, the Advisor will provide investment advice to a Client regarding a distribution from an ERISA retirement account or to roll over the assets to an IRA, or recommend a similar transaction including rollovers from one ERISA sponsored Plan to another, one IRA to another IRA, or from one type of account to another account (e.g. commission-based account to fee-based account). Such a recommendation creates a conflict of interest if the Advisor will earn a new (or increase its current) advisory fee as a result of the transaction. No client is under any obligation to roll over a retirement account to an account managed by the Advisor. Financial Planning Services – The Advisor provides a variety of financial planning and consulting services to Clients as part of its wealth management services. The Advisor also offers standalone financial planning services pursuant to a standalone financial planning agreement. Services are offered in several areas of a Client’s financial situation, depending on their goals and objectives. Generally, such financial planning services involve preparing a formal financial plan or rendering a specific financial consultation based on the Client’s financial goals and objectives. This planning or consulting may encompass one or more areas of need, including but not limited to, investment planning, retirement planning, personal savings, education savings, insurance needs, and other areas of a Client’s financial situation. A financial plan developed for, or financial consultation rendered to the Client will usually include general recommendations for a course of activity or specific actions to be taken by the Client. For example, recommendations may be made that the Client start or revise their investment programs, commence or alter retirement savings, establish education savings and/or charitable giving programs. Vandalia Wealth may also refer Clients to an accountant, attorney or other specialists, as appropriate for their unique situation. For certain financial planning engagements, the Advisor will provide a written summary of the Client’s Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth 500 Corporate Landing, Suite 201, Charleston, WV 25311 Phone: 304-915-0260 | Website: https://vandaliawealth.com/ Page 5  financial situation, observations, and recommendations. For consulting or ad-hoc engagements, the Advisor may not provide a written summary. Plans or consultations are typically completed within six (6) months of contract date, assuming all information and documents requested are provided promptly. Financial planning and consulting recommendations pose a conflict between the interests of the Advisor and the interests of the Client. For example, the Advisor has an incentive to recommend that Clients engage the Advisor for investment management services or to increase the level of investment assets with the Advisor, as it would increase the amount of advisory fees paid to the Advisor. Clients are not obligated to implement any recommendations made by the Advisor or maintain an ongoing relationship with the Advisor. If the Client elects to act on any of the recommendations made by the Advisor, the Client is under no obligation to implement the transaction through the Advisor. Retirement Plan Advisory Services The Advisor provides 3(21) or 3(38) retirement plan advisory services on behalf of the retirement plans (each a “Plan”) and the company (the “Plan Sponsor”). The Advisor’s retirement plan advisory services are designed to assist the Plan Sponsor in meeting its fiduciary obligations to the Plan and its Plan Participants. Each engagement is customized to the needs of the Plan and Plan Sponsor. Services generally include: Investment Policy Statement (“IPS”) Design and Monitoring • Vendor Analysis • Plan Participant Enrollment and Education Tracking • • Ongoing Investment Recommendation and Assistance • Performance Reports • ERISA 404(c) Assistance • Benchmarking Services These services are provided by the Advisor serving in the capacity as a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In accordance with ERISA Section 408(b)(2), the Plan Sponsor is provided with a written description of the Advisor’s fiduciary status, the specific services to be rendered and all direct and indirect compensation the Advisor reasonably expects under the engagement. C. Client Account Management Prior to engaging Vandalia Wealth to provide investment advisory services, each Client is required to enter into one or more written agreements with the Advisor that define the terms, conditions, authority and responsibilities of the Advisor and the Client. These services may include: • Establishing an Investment Strategy – Vandalia Wealth, in connection with the Client, will develop a strategy that seeks to achieve the Client’s goals and objectives. • Asset Allocation – Vandalia Wealth will develop a strategic asset allocation that is targeted to meet the investment objectives, time horizon, financial situation and tolerance for risk for each Client. • Portfolio Construction – Vandalia Wealth will develop a portfolio for the Client that is intended to meet the stated goals and objectives of the Client. • Investment Management and Supervision – Vandalia Wealth will provide investment management and ongoing oversight of the Client’s investment portfolio. D. Wrap Fee Programs Vandalia Wealth does not manage or place Client assets into a wrap fee program. E. Assets Under Management As of June 11, 2026, Vandalia Wealth manages $249,574,253 in Client assets, all of which are managed on a discretionary basis. Clients may request more current information at any time by contacting the Advisor. Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth 500 Corporate Landing, Suite 201, Charleston, WV 25311 Phone: 304-915-0260 | Website: https://vandaliawealth.com/ Page 6  Item 5 – Fees and Compensation The following paragraphs detail the fee structure and compensation methodology for services provided by the Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into one or more written agreements with the Advisor. A. Fees for Advisory Services Wealth Management Services Wealth management fees are paid in advance of each calendar quarter pursuant to the terms of the wealth management agreement. Wealth management fees are based on the market value of assets under management at the end of the prior calendar quarter. Wealth management fees are based on the following linear tiered schedule: Assets Under Management ($) Up to $2,000,000 $2,000,001 to $3,000,000 $3,000,001 to $4,000,000 Above $4,000,000 Annual Rate (%) 1.00% 0.85% 0.75% 0.65% Wealth management fees may also be charged as a fixed engagement fee, subject to acceptance by the Advisor and Client. Fixed engagement fees are paid in advance of each calendar quarter, and range from $5,000 to $20,000 annually based on several factors, including: the scope and complexity of the services to be provided; the level of assets to be managed; and the overall relationship with the Advisor. Relationships with multiple objectives, specific reporting requirements, portfolio restrictions and other complexities may be charged a higher fee. The wealth management fee in the first quarter of service is prorated from the inception date of the account[s] to the end of the first quarter. Fees may be negotiable at the sole discretion of the Advisor. The Client’s fees will take into consideration the aggregate assets under management with the Advisor. All securities held in accounts managed by Vandalia Wealth will be independently valued by the Custodian. The Advisor will conduct periodic reviews of the Custodian’s valuation to ensure accurate billing. The Advisor’s fee is exclusive of, and in addition to any applicable securities transaction and custody fees, and other related costs and expenses described in Item 5.C below, which may be incurred by the Client. However, the Advisor shall not receive any portion of these commissions, fees, and costs. Use of Sub-Advisors – As noted in Item 4, the Advisor will implement all or a portion of a Client’s investment portfolio utilizing one or more Sub-Advisors. To eliminate any conflict of interest, the Advisor does not earn any compensation from the Sub-Advisors. The Advisor will only earn its wealth management fee as described above. In circumstances where Clients authorize and enter into an investment management agreement with the Sub-Advisor[s], the terms of such fee arrangements are included in the Sub-Advisor’s disclosure brochure and applicable contract[s] with the Sub- Advisor. In circumstances where Clients are not required to enter into an investment management agreement with the Sub-Advisor, the Advisor will allocate a portion of the advisory fee collected to the Sub-Advisor pursuant to the terms of the executed agreement between the Advisor and the Sub-Advisor. The total blended fee, including the Advisor’s fee and the Sub-Advisor’s fee, will not exceed 1.10% annually. Financial Planning Services Vandalia Wealth offers financial planning services as part of its wealth management services. The Advisor also offers stand-alone financial planning services either on an hourly basis or a fixed engagement fee. Hourly fees range up to $500 per hour. Fixed fees range from $5,000 to $50,000. Fees may be negotiable based on the nature and complexity of the services to be provided and the overall relationship with the Advisor. An estimate for total hours and/or total costs will be provided to the Client prior to engaging for these services. Retirement Plan Advisory Services Retirement plan advisory fees are charged an annual asset-based fee of up to 1.00%. Fees may be billed monthly or quarterly (“Billing Period”) in advance or arrears pursuant to the terms of the retirement plan advisory agreement. Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth 500 Corporate Landing, Suite 201, Charleston, WV 25311 Phone: 304-915-0260 | Website: https://vandaliawealth.com/ Page 7  Retirement plan fees are based on the market value of assets under management at the end of the Billing Period. Fees may be negotiable depending on the size and complexity of the Plan but shall not exceed the fee range stated above. B. Fee Billing Wealth Management Services Wealth management fees are calculated by the Advisor or its delegate and deducted from the Client’s account[s] at the Custodian. The Advisor shall send an invoice to the Custodian indicating the amount of the fees to be deducted from the Client’s account[s] at the beginning of the respective quarter. The amount due is calculated by applying the quarterly rate (annual rate divided by 4) to the total assets under management with Vandalia Wealth at the end of the prior quarter. For fixed engagements, the amount due is calculated by taking the annual fee divided by 4. Clients will be provided with a statement, at least quarterly, from the Custodian reflecting deduction of the wealth management fee. Clients are urged to also review and compare the statement provided by the Advisor to the brokerage statement from the Custodian, as the Custodian does not perform a verification of fees. Clients provide written authorization permitting wealth management fees to be deducted by Vandalia Wealth to be paid directly from their account[s] held by the Custodian as part of the wealth management agreement and separate account forms provided by the Custodian. Use of Sub-Advisors – For Client accounts implemented through a Sub-Advisor, the Client’s overall fees may include Vandalia Wealth’s wealth management fee (as noted above) plus investment management fees and/or platform fees charged by the Sub-Advisor[s], as applicable. In certain instances, the Sub-Advisor or the Advisor may assume responsibility for calculating the Client’s fees and deduct all fees from the Client’s account[s]. Financial Planning Services Financial planning fees may be invoiced up to fifty percent (50%) of the expected total fee upon execution of the financial planning agreement. The balance shall be invoiced upon completion of the agreed upon deliverable[s]. Retirement Plan Advisory Services Retirement plan advisory fees may be directly invoiced to the Plan Sponsor or deducted from the assets of the Plan, depending on the terms of the retirement plan advisory agreement. C. Other Fees and Expenses Clients may incur certain fees or charges imposed by third parties, other than Vandalia Wealth, in connection with investments made on behalf of the Client’s account[s]. The Client is responsible for all custody and securities execution fees charged by the Custodian, as applicable. The Advisor's recommended Custodian does not charge securities transaction fees for ETF and equity trades in a Client's account, provided that the account meets the terms and conditions of the Custodian's brokerage requirements. However, the Custodian typically charges for mutual funds and other types of investments. The fees charged by Vandalia Wealth are separate and distinct from these custody and execution fees. In addition, all fees paid to Vandalia Wealth for investment advisory services are separate and distinct from the expenses charged by mutual funds and ETFs to their shareholders, if applicable. These fees and expenses are described in each fund’s prospectus. These fees and expenses will generally be used to pay management fees for the funds, other fund expenses, account administration (e.g., custody, brokerage and account reporting), and a possible distribution fee. A Client may be able to invest in these products directly, without the services of Vandalia Wealth, but would not receive the services provided by Vandalia Wealth which are designed, among other things, to assist the Client in determining which products or services are most appropriate for each Client’s financial situation and objectives. Accordingly, the Client should review both the fees charged by the fund[s] and the fees charged by Vandalia Wealth to fully understand the total fees to be paid. Please refer to Item 12 – Brokerage Practices for additional information. Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth 500 Corporate Landing, Suite 201, Charleston, WV 25311 Phone: 304-915-0260 | Website: https://vandaliawealth.com/ Page 8  D. Advance Payment of Fees and Termination Wealth Management Services Vandalia Wealth is compensated for its wealth management services in advance of the quarter in which services are rendered. Either party may terminate the wealth management agreement, at any time, by providing advance written notice to the other party. The Client may also terminate the wealth management agreement within five (5) business days of signing the Advisor’s agreement at no cost to the Client. After the five-day period, the Client will incur charges for bona fide advisory services rendered to the point of termination and such fees will be due and payable by the Client. Upon termination, the Advisor will refund any unearned, prepaid wealth management fees from the effective date of termination to the end of the quarter. The Client’s wealth management agreement with the Advisor is non- transferable without the Client’s prior consent. Use of Sub-Advisors – In the event that the Advisor has determined that a Sub-Advisor is no longer in the Client’s best interest or a Client should wish to terminate their relationship with the Sub-Advisor, the terms for the termination will be set forth in the respective agreements between the Client or the Advisor and the Sub-Advisor. Vandalia Wealth will assist the Client with the termination and transition as appropriate. Financial Planning Services Vandalia Wealth requires an advance deposit as described above. Either party may terminate the financial planning agreement, at any time, by providing advance written notice to the other party. The Client may also terminate the financial planning agreement within five (5) business days of signing the Advisor’s agreement at no cost to the Client. After the five-day period, the Client will incur charges for bona fide advisory services rendered to the point of termination and such fees will be due and payable by the Client. Upon termination, the Client shall be billed for actual hours logged on the planning project times the contractual hourly rate or in the case of a fixed fee engagement, the percentage of the engagement scope completed by the Advisor. The Client’s financial planning agreement with the Advisor is non- transferable without the Client’s prior consent. Retirement Plan Advisory Services The Advisor may be compensated for its services at the beginning of the Billing Period before services are rendered pursuant to the terms of the retirement plan advisory agreement. Either party may request to terminate a retirement plan advisory agreement, at any time, by providing advance written notice to the other party. The Client shall be responsible for fees up to and including the effective date of termination. If the fees are billed in advance, the Advisor will refund any unearned, prepaid retirement plan advisory fees from the effective date of termination to the end of the Billing Period. The Client’s retirement plan advisory agreement with the Advisor is non-transferable without the Client’s prior consent. E. Compensation for Sales of Securities Vandalia Wealth does not buy or sell securities to earn commissions and does not receive any compensation for securities transactions in any Client account, other than the investment advisory fees noted above. Insurance Agency Affiliation Certain Advisory Persons are licensed as independent insurance professionals. As an independent insurance professional, an Advisory Person may earn commission-based compensation for selling insurance products, including insurance products offered to Clients. Insurance commissions earned by the Advisory Person are separate and in addition to investment advisory fees. This practice presents a conflict of interest as an Advisory Person who is also an insurance professional will have an incentive to recommend insurance products to the Client for the purpose of generating commissions rather than solely based on the Client’s needs. Clients are under no obligation, contractual or otherwise, to purchase insurance products through any Advisory Person affiliated with the Advisor. Please see Item 10 below. Item 6 – Performance-Based Fees and Side-By-Side Management Vandalia Wealth does not charge performance-based fees for its investment advisory services. The fees charged by Vandalia Wealth are as described in Item 5 above and are not based upon the capital appreciation of the funds or securities held by any Client. Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth 500 Corporate Landing, Suite 201, Charleston, WV 25311 Phone: 304-915-0260 | Website: https://vandaliawealth.com/ Page 9  Vandalia Wealth does not manage any proprietary investment funds or limited partnerships (for example, a mutual fund or a hedge fund) and has no financial incentive to recommend any particular investment options to its Clients. Item 7 – Types of Clients Vandalia Wealth offers investment advisory services to individuals, high net worth individuals, trusts, estates, businesses, and retirement plans. Vandalia Wealth generally does not impose a minimum relationship size. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss A. Methods of Analysis Vandalia Wealth employs fundamental, technical, cyclical, and charting analysis methods in developing investment strategies for its Clients. Research and analysis from Vandalia Wealth are derived from numerous sources, including financial media companies, third-party research materials, Internet sources, and review of company activities, including annual reports, prospectuses, press releases and research prepared by others. Fundamental analysis utilizes economic and business indicators as investment selection criteria. This criteria consists generally of ratios and trends that may indicate the overall strength and financial viability of the entity being analyzed. Assets are deemed suitable if they meet certain criteria to indicate that they are a strong investment with a value discounted by the market. While this type of analysis helps the Advisor in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in the fundamental analysis may lose value and may have negative investment performance. The Advisor monitors these economic indicators to determine if adjustments to strategic allocations are appropriate. More details on the Advisor’s review process are included below in Item 13 – Review of Accounts. Technical analysis involves the analysis of past market data rather than specific company data in determining the recommendations made to clients. Technical analysis may involve the use of charts to identify market patterns and trends, which may be based on investor sentiment rather than the fundamentals of the company. The primary risk in using technical analysis is that spotting historical trends may not help to predict such trends in the future. Even if the trend will eventually reoccur, there is no guarantee that Vandalia Wealth will be able to accurately predict such a reoccurrence. Cyclical analysis is similar to technical analysis in that it involves the analysis of market conditions at a macro (entire market/economy) or micro (company specific) level, rather than the overall fundamental analysis of the health of the particular company that Vandalia Wealth is recommending. The risks with cyclical analysis are similar to those of technical analysis. Charting analysis utilizes various market indicators as investment selection criteria. These criteria are generally pricing trends that may indicate movement in the markets. Assets are deemed suitable if they meet certain criteria to indicate that they are a strong investment with a value discounted by the market. While this type of analysis helps the Advisor in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in the technical and charting analysis may lose value and may have negative investment performance. The Advisor monitors these market indicators to determine if adjustments to strategic allocations are appropriate. As noted above, Vandalia Wealth generally employs a long-term investment strategy for its Clients, as consistent with their financial goals. Vandalia Wealth will typically hold all or a portion of a security for more than a year, but may hold for shorter periods for the purpose of rebalancing a portfolio or meeting the cash needs of Clients. At times, Vandalia Wealth may also buy and sell positions that are more short-term in nature, depending on the goals of the Client and/or the fundamentals of the security, sector or asset class. B. Risk of Loss Investing in securities involves certain investment risks. Securities may fluctuate in value or lose value. Clients should be prepared to bear the potential risk of loss. Vandalia Wealth will assist Clients in determining an appropriate strategy Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth 500 Corporate Landing, Suite 201, Charleston, WV 25311 Phone: 304-915-0260 | Website: https://vandaliawealth.com/ Page 10  based on their tolerance for risk and other factors noted above. However, there is no guarantee that a Client will meet their investment goals. While the methods of analysis help the Advisor in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in these methods of analysis may lose value and may have negative investment performance. The Advisor monitors these economic indicators to determine if adjustments to strategic allocations are appropriate. More details on the Advisor’s review process are included below in Item 13 – Review of Accounts. Each Client engagement will entail a review of the Client's investment goals, financial situation, time horizon, tolerance for risk and other factors to develop an appropriate strategy for managing a Client's account. Client participation in this process, including full and accurate disclosure of requested information, is essential for the analysis of a Client's account[s]. The Advisor shall rely on the financial and other information provided by the Client or their designees without the duty or obligation to validate the accuracy and completeness of the provided information. It is the responsibility of the Client to inform the Advisor of any changes in financial condition, goals or other factors that may affect this analysis. The risks associated with a particular strategy are provided to each Client in advance of investing Client accounts. The Advisor will work with each Client to determine their tolerance for risk as part of the portfolio construction process. Following are some of the risks associated with the Advisor’s investment strategies: Market Risks The value of a Client’s holdings may fluctuate in response to events specific to companies or markets, as well as economic, political, or social events in the U.S. and abroad. This risk is linked to the performance of the overall financial markets. ETF Risks The performance of ETFs is subject to market risk, including the possible loss of principal. The price of the ETFs will fluctuate with the price of the underlying securities that make up the funds. In addition, ETFs have a trading risk based on the loss of cost efficiency if the ETFs are traded actively and a liquidity risk if the ETFs has a large bid-ask spread and low trading volume. The price of an ETF fluctuates based upon the market movements and may dissociate from the index being tracked by the ETF or the price of the underlying investments. An ETF purchased or sold at one point in the day may have a different price than the same ETF purchased or sold a short time later. Bond Risks Bonds are subject to specific risks, including the following: (1) interest rate risks, i.e. the risk that bond prices will fall if interest rates rise, and vice versa, the risk depends on two things, the bond's time to maturity, and the coupon rate of the bond. (2) reinvestment risk, i.e. the risk that any profit gained must be reinvested at a lower rate than was previously being earned, (3) inflation risk, i.e. the risk that the cost of living and inflation increase at a rate that exceeds the income investment thereby decreasing the investor’s rate of return, (4) credit default risk, i.e. the risk associated with purchasing a debt instrument which includes the possibility of the company defaulting on its repayment obligation, (5) rating downgrades, i.e. the risk associated with a rating agency’s downgrade of the company’s rating which impacts the investor’s confidence in the company’s ability to repay its debt and (6) Liquidity Risks, i.e. the risk that a bond may not be sold as quickly as there is no readily available market for the bond. Mutual Fund Risks The performance of mutual funds is subject to market risk, including the possible loss of principal. The price of the mutual funds will fluctuate with the value of the underlying securities that make up the funds. The price of a mutual fund is typically set daily therefore a mutual fund purchased at one point in the day will typically have the same price as a mutual fund purchased later that same day. Alternative Investments (Limited Partnerships) The performance of alternative investments (limited partnerships) can be volatile and may have limited liquidity. An investor could lose all or a portion of their investment. Such investments often have concentrated positions and investments that may carry higher risks. Client should only have a portion of their assets in these investments. Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth 500 Corporate Landing, Suite 201, Charleston, WV 25311 Phone: 304-915-0260 | Website: https://vandaliawealth.com/ Page 11  Digital Assets Risks Digital assets are highly speculative and volatile investments that may become illiquid at any time. Digital assets are loosely regulated. Clients could lose the entire value of their investment in digital assets and is only suitable for Clients with a high-risk tolerance. Past performance is not a guarantee of future returns. Investing in securities and other investments involve a risk of loss that each Client should understand and be willing to bear. Clients are reminded to discuss these risks with the Advisor. Item 9 – Disciplinary Information There are no legal, regulatory or disciplinary events involving Vandalia Wealth or its management persons that require disclosure. Vandalia Wealth values the trust Clients place in the Advisor. The Advisor encourages Clients to perform the requisite due diligence on any advisor or service provider that the Client engages. The backgrounds of the Advisor or Advisory Persons are available on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 340089. Item 10 – Other Financial Industry Activities and Affiliations Use of Sub-Advisors As noted in Item 4, the Advisor may implement all or a portion of a Client’s investment portfolio with one or more Sub- Advisors. To eliminate any conflict of interest, the Advisor does not earn any compensation from a Sub-Advisor other than their advisory fees. In such arrangements, the Sub-Advisor or the Advisor may assume responsibility for calculating the Client’s fees and deduct all fees from the Client’s account[s]. Depending on the Sub-Advisor recommended to Clients, the advisory fee received will differ. The Advisor conducts due diligence to determine the appropriate Sub-Advisor to a specific Client. Vandalia Wealth also reviews each manager at least annually to determine if that Sub-Advisor continues to be appropriate for existing Clients or to be recommended to new Clients. Insurance Agency Affiliation As noted in Item 5, certain Advisory Persons are licensed insurance professionals. Implementations of insurance recommendations are separate and apart from one’s role with the Advisor. As an insurance professional, the Advisory Person will receive customary commissions and other related revenues from the various insurance companies whose products are sold. Advisory Persons are not required to offer the products of any particular insurance company. Commissions generated by insurance sales do not offset investment advisory fees. This presents a conflict of interest in recommending certain products of the insurance companies. Clients are under no obligation to implement any recommendations made by the Advisor or Advisory Persons. Investment Advisor Affiliation On a temporary basis, certain Advisory Persons of Vandalia Wealth will be dually registered with Axxcess Wealth Management, LLC (CRD# 164081) (“Axxcess”) as investment advisor representatives. Advisory Persons of Vandalia Wealth are maintaining their registrations with Axccess as they work to transition clients to Vandalia Wealth Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics Vandalia Wealth has implemented a Code of Ethics (the “Code”) that defines the Advisor’s fiduciary commitment to each Client. This Code applies to all persons associated with Vandalia Wealth (“Supervised Persons”). The Code was developed to provide general ethical guidelines and specific instructions regarding the Advisor’s duties to each Client. Vandalia Wealth and its Supervised Persons owe a duty of loyalty, fairness and good faith towards each Client. It is the obligation of Vandalia Wealth’s Supervised Persons to adhere not only to the specific provisions of the Code, but also to the general principles that guide the Code. The Code covers a range of topics that address employee ethics and conflicts of interest. To request a copy of the Code, please contact the Advisor at 304-915-0260 or via email at ian.mcilvaine@vandaliawealth.com. Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth 500 Corporate Landing, Suite 201, Charleston, WV 25311 Phone: 304-915-0260 | Website: https://vandaliawealth.com/ Page 12  B. Personal Trading with Material Interest Vandalia Wealth allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. Vandalia Wealth does not act as principal in any transactions. In addition, the Advisor does not act as the general partner of a fund, or advise an investment company. Vandalia Wealth does not have a material interest in any securities traded in Client accounts. C. Personal Trading in Same Securities as Clients Vandalia Wealth allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. Owning the same securities that are recommended (purchase or sell) to Clients presents a conflict of interest that, as fiduciaries, must be disclosed to Clients and mitigated through policies and procedures. As noted above, the Advisor has adopted the Code to address insider trading (material non-public information controls); gifts and entertainment; outside business activities and personal securities reporting. When trading for personal accounts, Supervised Persons have a conflict of interest if trading in the same securities. The fiduciary duty to act in the best interest of its Clients can be violated if personal trades are made with more advantageous terms than Client trades, or by trading based on material non-public information. This risk is mitigated by Vandalia Wealth requiring reporting of personal securities trades by its Supervised Persons for review by the Chief Compliance Officer (“CCO”) or delegate. The Advisor has also adopted written policies and procedures to detect the misuse of material, non-public information. D. Personal Trading at Same Time as Client While Vandalia Wealth allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients, such trades are typically aggregated with Client orders or traded afterwards. At no time will Vandalia Wealth, or any Supervised Person of Vandalia Wealth, transact in any security to the detriment of any Client. Item 12 – Brokerage Practices A. Recommendation of Custodian[s] Vandalia Wealth does not have discretionary authority to select the broker-dealer/custodian for custody and execution services. The Client will engage the broker-dealer/custodian (herein the "Custodian") to safeguard Client assets and authorize Vandalia Wealth to direct trades to the Custodian as agreed upon in the wealth management agreement. Further, Vandalia Wealth does not have the discretionary authority to negotiate commissions on behalf of Clients on a trade-by-trade basis. Where Vandalia Wealth does not exercise discretion over the selection of the Custodian, it may recommend the Custodian to Clients for custody and execution services. Clients are not obligated to use the Custodian recommended by the Advisor and will not incur any extra fee or cost associated with using a custodian not recommended by Vandalia Wealth. However, the Advisor may be limited in the services it can provide if the recommended Custodian is not engaged. Vandalia Wealth may recommend the Custodian based on criteria such as, but not limited to, reasonableness of commissions charged to the Client, services made available to the Client, and its reputation and/or the location of the Custodian’s offices. The Advisor will generally recommend that Clients establish their account[s] at Charles Schwab & Co., Inc. (“Schwab”), Fidelity Clearing & Custody Solutions and related entities of Fidelity Investments, Inc. (collectively “Fidelity”), or Wells Fargo Clearing Services, LLC (“Wells Fargo”), each a FINRA-registered broker-dealer and member SIPC. Schwab, Fidelity, or Wells Fargo will serve as the Client’s “qualified custodian”. The Advisor maintains an institutional relationship with Schwab, Fidelity, and Wells Fargo whereby the Advisor receives economic benefits. Please see Item 14 – Client Referrals and Other Compensation below. With regard to Wells Fargo, Vandalia Wealth utilizes Trade-PMR, Inc. ("Trade-PMR") for brokerage and trade execution services. Trade-PMR clears trades and custody assets with First Clearing, a FINRA-registered broker- dealer. First Clearing is the trade name used by Wells Fargo Clearing Services, LLC. Trade-PMR acts as an introducing broker-dealer on a fully disclosed basis. Trade-PMR and First Clearing are members of SIPC and are unaffiliated, FINRA-registered broker-dealers. The brokerage commissions and/or transaction fees charged by Trade-PMR, or any other designated broker-dealer are exclusive of and in addition to Vandalia Wealth’s fee. Vandalia Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth 500 Corporate Landing, Suite 201, Charleston, WV 25311 Phone: 304-915-0260 | Website: https://vandaliawealth.com/ Page 13  Wealth regularly reviews these programs to seek to ensure that its recommendation is consistent with its fiduciary duty. Factors that the Advisor considers in recommending Trade-PMR and First Clearing or any other broker-dealer or Custodian to Clients include their respective financial strength, reputation, execution, pricing, research, and service. The commissions and/or transaction fees charged by these brokers may be higher or lower than those charged by other broker-dealers. Following are additional details regarding the brokerage practices of the Advisor: 1. Soft Dollars - Soft dollars are revenue programs offered by broker-dealers/custodians whereby an advisor enters into an agreement to place security trades with a broker-dealer/custodian in exchange for research and other services. Vandalia Wealth does not participate in soft dollar programs sponsored or offered by any broker- dealer/custodian. However, the Advisor receives certain economic benefits from the Custodian. Please see Item 14 below. 2. Brokerage Referrals - Vandalia Wealth does not receive any compensation from any third party in connection with the recommendation for establishing an account. 3. Directed Brokerage - All Clients are serviced on a “directed brokerage basis”, where Vandalia Wealth will place trades within the established account[s] at the Custodian designated by the Client. Further, all Client accounts are traded within their respective account[s]. The Advisor will not engage in any principal transactions (i.e., trade of any security from or to the Advisor’s own account) or cross transactions with other Client accounts (i.e., purchase of a security into one Client account from another Client’s account[s]). Vandalia Wealth will not be obligated to select competitive bids on securities transactions and does not have an obligation to seek the lowest available transaction costs. These costs are determined by the Custodian. B. Aggregating and Allocating Trades The primary objective in placing orders for the purchase and sale of securities for Client accounts is to obtain the most favorable net results taking into account such factors as 1) price, 2) size of the order, 3) difficulty of execution, 4) confidentiality and 5) skill required of the Custodian. Vandalia Wealth will execute its transactions through the Custodian as authorized by the Client. Vandalia Wealth may aggregate orders in a block trade or trades when securities are purchased or sold through the Custodian for multiple (discretionary) accounts in the same trading day. If a block trade cannot be executed in full at the same price or time, the securities actually purchased or sold by the close of each business day must be allocated in a manner that is consistent with the initial pre-allocation or other written statement. This must be done in a way that does not consistently advantage or disadvantage any particular Clients’ accounts. Item 13 – Review of Accounts A. Frequency of Reviews Securities in Client accounts are monitored on a regular and continuous basis by the Chief Compliance Officer of Vandalia Wealth. Formal reviews are generally conducted at least annually or more frequently depending on the needs of the Client. B. Causes for Reviews In addition to the investment monitoring noted in Item 13.A., each Client account shall be reviewed at least annually. Reviews may be conducted more frequently at the Client’s request. Accounts may be reviewed as a result of major changes in economic conditions, known changes in the Client’s financial situation, and/or large deposits or withdrawals in the Client’s account[s]. The Client is encouraged to notify Vandalia Wealth if changes occur in the Client’s personal financial situation that might adversely affect the Client’s investment plan. Additional reviews may be triggered by material market, economic or political events. C. Review Reports The Client will receive brokerage statements no less than quarterly from the Custodian. These brokerage statements are sent directly from the Custodian to the Client. The Client may also establish electronic access to the Custodian’s Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth 500 Corporate Landing, Suite 201, Charleston, WV 25311 Phone: 304-915-0260 | Website: https://vandaliawealth.com/ Page 14  website so that the Client may view these reports and their account activity. Client brokerage statements will include all positions, transactions and fees relating to the Client’s account[s]. The Advisor may also provide Clients with periodic reports regarding their holdings, allocations, and performance. Item 14 – Client Referrals and Other Compensation A. Compensation Received by Vandalia Wealth Vandalia Wealth is a fee-based advisory firm, that is compensated solely by its Clients and not from any investment product. Vandalia Wealth does not receive commissions or other compensation from product sponsors, broker-dealers or any un-related third party. Vandalia Wealth may refer Clients to various unaffiliated, non-advisory professionals (e.g. attorneys, accountants, estate planners) to provide certain financial services necessary to meet the goals of its Clients. Likewise, Vandalia Wealth may receive non-compensated referrals of new Clients from various third-parties. Participation in Institutional Advisor Platform – Schwab The Advisor has established an institutional relationship with Schwab through its “Schwab Advisor Services” unit, a division of Schwab dedicated to serving independent advisory firms like the Advisor. As a registered investment advisor participating on the Schwab Advisor Services platform, the Advisor receives access to software and related support without cost because the Advisor renders investment management services to Clients that maintain assets at Schwab. Services provided by Schwab Advisor Services benefit the Advisor and many, but not all services provided by Schwab will benefit Clients. In fulfilling its duties to its Clients, the Advisor endeavors at all times to put the interests of its Clients first. Clients should be aware, however, that the receipt of economic benefits from a custodian creates a conflict of interest since these benefits can influence the Advisor's recommendation of Schwab over a custodian that does not furnish similar software, systems support, or services. Services that Benefit the Client – Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of Client’s funds and securities. Through Schwab, the Advisor may be able to access certain investments and asset classes that the Client would not be able to obtain directly or through other sources. Further, the Advisor may be able to invest in certain mutual funds and other investments without having to adhere to investment minimums that might be required if the Client were to directly access the investments. Services that May Indirectly Benefit the Client – Schwab provides participating advisors with access to technology, research, discounts and other services. In addition, the Advisor receives duplicate statements for Client accounts, the ability to deduct advisory fees, trading tools, and back office support services as part of its relationship with Schwab. These services are intended to assist the Advisor in effectively managing accounts for its Clients, but may not directly benefit all Clients. Services that May Only Benefit the Advisor – Schwab also offers other services to the Advisor that may not benefit the Client, including: educational conferences and events, consulting services and discounts for various service providers. Access to these services creates a financial incentive for the Advisor to recommend Schwab, which results in a potential conflict of interest. The Advisor believes, however, that the selection of Schwab as Custodian is in the best interests of its Clients. Participation in Institutional Advisor Platform – Fidelity As noted in Item 12, Vandalia Wealth has established an institutional relationship with Fidelity to assist the Advisor in managing Client account[s]. As part of the arrangement, Fidelity also makes available to the Advisor, at no additional charge to the Advisor, certain research and brokerage services, including research services obtained by Fidelity directly from independent research companies. The Advisor may also receive additional services and support from Fidelity. As a result of receiving such services for no additional cost, the Advisor has an incentive to continue to use or expand the use of Fidelity's services. The Advisor examined this potential conflict of interest when it chose to enter into the relationship with Fidelity and has determined that the relationship with Fidelity remains in the best interests of the Advisor’s Clients in connection with its fiduciary obligations, including its duty to seek best execution. Please see Item 12 above. Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth 500 Corporate Landing, Suite 201, Charleston, WV 25311 Phone: 304-915-0260 | Website: https://vandaliawealth.com/ Page 15  The Advisor receives access to software, vendors, and related support without cost or at a discount because the Advisor renders wealth management services to Clients that maintain assets at Fidelity The software and related systems support benefit the Advisor and indirectly benefit the Clients. However, all services provided may not be utilized for all Clients. In fulfilling its duties to its Clients, the Advisor endeavors at all times to put the interests of its Clients first. Clients should be aware, however, that the receipt of these economic benefits from Fidelity creates a conflict of interest as these economic benefits may influence the Advisor's recommendation of Fidelity as a Custodian over another custodian that does not furnish similar software, systems, back-office support, financial support, and/or other economic benefits. Notwithstanding the conflicts noted herein, the Advisor firmly believes that Fidelity provides the Client and the Advisor with excellent value and support. Participation in Institutional Advisor Platform – Wells Fargo As noted in Item 12, Vandalia Wealth will receive additional benefits from Wells Fargo, which includes electronic systems that assist in the management of Vandalia Wealth Client accounts, access to research, the ability to directly debit Client fees, software, and other technology that provide access to Client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple Client accounts), pricing information and other market data, assist with back-office functions, recordkeeping, and Client reporting. B. Compensation for Client Referrals Certain Clients may be referred to the Advisor by either an affiliated or unaffiliated party (herein “Promoter”) and receive, directly or indirectly, compensation for the Client referral. In such instances, the Advisor will compensate the Promoter a fee in accordance with Rule 206(4)-1 of the Advisers Act and any corresponding state securities requirements. Any such compensation shall be paid solely from the investment advisory fees earned by the Advisor, and shall not result in any additional charge to the Client. Item 15 – Custody The Advisor is authorized to deduct its fees from the Client’s account[s] at the Custodian. The Client must place all assets with a “qualified custodian”. The Client is required to engage the Custodian to retain all funds and securities and direct the Advisor to utilize that Custodian for security transactions in the account[s]. The Client should review statements provided by the Custodian, as the Custodian does not perform this review. For more information about custodians and brokerage practices, see Item 12 – Brokerage Practices. If the Client gives the Advisor authority to move money from one account to another account, the Advisor may have custody of those assets. In order to avoid additional regulatory requirements, the Custodian and the Advisor have adopted safeguards to ensure that the money movements are completed in accordance with the Client’s instructions. Item 16 – Investment Discretion Vandalia Wealth generally has discretion over the selection and amount of securities to be bought or sold in Client accounts without obtaining prior consent or approval from the Client. However, these purchases or sales may be subject to specified investment objectives, guidelines, or limitations previously set forth by the Client and agreed to by Vandalia Wealth. Discretionary authority will only be authorized upon full disclosure to the Client. The granting of such authority will be evidenced by the Client's execution of a wealth management agreement containing all applicable limitations to such authority. All discretionary trades made by Vandalia Wealth will be in accordance with each Client's investment objectives and goals. Item 17 – Voting Client Securities Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth 500 Corporate Landing, Suite 201, Charleston, WV 25311 Phone: 304-915-0260 | Website: https://vandaliawealth.com/ Page 16  Vandalia Wealth accepts proxy-voting responsibility for securities held in Client accounts when provided by the Client. The advisory agreement between Vandalia Wealth and the Client will generally specify whether or not Vandalia Wealth has the authority to vote proxies on behalf of a particular Client. Vandalia Wealth has engaged Broadridge Investor Communication Solutions, Inc (“Broadridge”), a third-party, independent proxy advisory firm, to vote proxies in order to mitigate risks involved with any conflicts of interest that might otherwise arise in the voting of Client proxies. Although Vandalia Wealth expects to vote proxies according to Broadridge’s recommendations, certain issues may need to be considered on a case-by-case basis due to the diverse and continually evolving nature of corporate governance issues. If such cases should arise, then Vandalia Wealth will devote appropriate time and resources to consider those issues. Proxy Voting Policy and Procedures Vandalia Wealth shall vote proxies in the best interest of its Clients and shall not subrogate the Client's interest to its own. Vandalia Wealth monitors corporate actions through the Custodian. Vandalia Wealth receives notice of upcoming proxy votes, meeting and record dates, and other information on upcoming corporate actions by companies in which Vandalia Wealth Clients are shareholders. Clients may request a copy of Vandalia Wealth’s proxy voting records free of charge by contacting Vandalia Wealth. Conflicts of Interest in the Voting Process On occasion, a conflict of interest may exist between the Advisor and the client regarding the outcome of certain proxy votes. In such cases, the Advisor is committed to resolving the conflict in the best interest of the Clients before voting the proxy in question. Client Direction of Voting Although most of Vandalia Wealth’s Clients for whom the Advisor votes proxies authorize Vandalia Wealth to vote in accordance with its proxy voting policy, a Client may request that the Advisor vote its proxies in accordance with a different policy. The Advisor will try to accommodate such requests. In addition, a Client may direct Vandalia Wealth to vote its securities in a particular way on a particular proposal, and the Advisor will seek to do so, assuming timely receipt of the instruction. Item 18 – Financial Information Neither Vandalia Wealth, nor its management, have any adverse financial situations that would reasonably impair the ability of Vandalia Wealth to meet all obligations to its Clients. Neither Vandalia Wealth, nor any of its Advisory Persons, have been subject to a bankruptcy or financial compromise. Vandalia Wealth is not required to deliver a balance sheet along with this Disclosure Brochure as the Advisor does not collect advance fees of $1,200 or more for services to be performed six months or more in the future. Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth 500 Corporate Landing, Suite 201, Charleston, WV 25311 Phone: 304-915-0260 | Website: https://vandaliawealth.com/ Page 17  Privacy Policy Effective: July 10, 2026 Our Commitment to You Vandalia Wealth Management Incorporated (“Vandalia Wealth” or the “Advisor”) is committed to safeguarding the use of personal information of our Clients (also referred to as “you” and “your”) that we obtain as your Investment Advisor, as described here in our Privacy Policy (“Policy”). Our relationship with you is our most important asset. We understand that you have entrusted us with your private information, and we do everything that we can to maintain that trust. Vandalia Wealth (also referred to as "we", "our" and "us”) protects the security and confidentiality of the personal information we have and implements controls to ensure that such information is used for proper business purposes in connection with the management or servicing of our relationship with you. Vandalia Wealth does not sell your non-public personal information to anyone. Nor do we provide such information to others except for discrete and reasonable business purposes in connection with the servicing and management of our relationship with you, as discussed below. Details of our approach to privacy and how your personal non-public information is collected and used are set forth in this Policy. Why you need to know? Registered Investment Advisors (“RIAs”) must share some of your personal information in the course of servicing your account. Federal and State laws give you the right to limit some of this sharing and require RIAs to disclose how we collect, share, and protect your personal information. What information do we collect from you? Driver’s license number Date of birth Social security or taxpayer identification number Assets and liabilities Name, address and phone number[s] Income and expenses E-mail address[es] Investment activity Account information (including other institutions) Investment experience and goals What Information do we collect from other sources? Custody, brokerage and advisory agreements Other advisory agreements and legal documents Transactional information with us or others Account applications and forms Investment questionnaires and suitability documents Other information needed to service account How do we protect your information? To safeguard your personal information from unauthorized access and use we maintain physical, procedural and electronic security measures. These include such safeguards as secure passwords, encrypted file storage and a secure office environment. Our technology vendors provide security and access control over personal information and have policies over the transmission of data. Our associates are trained on their responsibilities to protect Client’s personal information. We require third parties that assist in providing our services to you to protect the personal information they receive from us. Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth 500 Corporate Landing, Suite 201, Charleston, WV 25311 Phone: 304-915-0260 | Website: https://vandaliawealth.com/ Page 18  How do we share your information? An RIA shares Client personal information to effectively implement its services. In the section below, we list some reasons we may share your personal information. Basis For Sharing Do we share? Can you limit? Yes No No Not Shared Yes Yes No Not Shared Servicing our Clients We may share non-public personal information with non-affiliated third parties (such as administrators, brokers, custodians, regulators, credit agencies, other financial institutions) as necessary for us to provide agreed upon services to you, consistent with applicable law, including but not limited to: processing transactions; general account maintenance; responding to regulators or legal investigations; and credit reporting. Marketing Purposes Vandalia Wealth does not disclose, and does not intend to disclose, personal information with non-affiliated third parties to offer you services. Certain laws may give us the right to share your personal information with financial institutions where you are a customer and where Vandalia Wealth or the client has a formal agreement with the financial institution. We will only share information for purposes of servicing your accounts, not for marketing purposes. Authorized Users Your non-public personal information may be disclosed to you and persons that we believe to be your authorized agent[s] or representative[s]. Information About Former Clients Vandalia Wealth does not disclose and does not intend to disclose, non- public personal information to non-affiliated third parties with respect to persons who are no longer our Clients. Changes to our Privacy Policy We will send you a copy of this Policy annually for as long as you maintain an ongoing relationship with us. Periodically we may revise this Policy and will provide you with a revised Policy if the changes materially alter the previous Privacy Policy. We will not, however, revise our Privacy Policy to permit the sharing of non-public personal information other than as described in this notice unless we first notify you and provide you with an opportunity to prevent the information sharing. Any Questions? You may ask questions or voice any concerns, as well as obtain a copy of our current Privacy Policy by contacting us at 304-915-0260 or via email at ian.mcilvaine@vandaliawealth.com. Vandalia Wealth Management Incorporated d/b/a Vandalia Wealth 500 Corporate Landing, Suite 201, Charleston, WV 25311 Phone: 304-915-0260 | Website: https://vandaliawealth.com/ Page 19