A. INVESTMENT ADVISORY SERVICES The client can determine to engage the Registrant to provide discretionary investment advisory services on a wrap or non-wrap fee basis. (See discussion below). If a client determines to engage the Registrant on a wrap fee basis the client will pay a single fee for bundled services (i.e. investment advisory, brokerage, custody). The services included in a wrap fee agreement will depend upon each client’s particular need. If the client determines to engage the Registrant on a non-wrap fee basis the client will select individual services on an unbundled basis, paying for each service separately (i.e. investment advisory, brokerage, custody). VERDENCE WRAP PROGRAM Important Note: The Registrant is no longer accepting new clients in the Wrap Fee Program. The Registrant provides discretionary investment management services on a wrap fee basis in accordance with the Registrant’s investment management wrap fee program (the “Program”). Under the Program, the Registrant provides participants discretionary investment management services, for a single specified annual Program fee, inclusive of trade execution, custody, reporting, account maintenance, investment management fees, and in some instances, fees charged by independent managers and/or separately managed accounts. However, clients are responsible for amounts including, but not limited to, trustee fees, mutual fund expenses, ETF expenses, fees for trades executed away from custodian, mark-ups, mark-downs, transfer taxes, fees charged by certain independent managers and/or separately managed accounts (when such managers require the client to enter into a dual contract relationship) odd lot differentials, exchange fees, interest charges, American Depository Receipt agency processing fees, and any charges, taxes or other fees mandated by any federal, state or other applicable law or otherwise agreed to with regard to client accounts. (Such fees are in addition to any fees paid by the client to the Registrant and are between the client and the account custodian.) The current annual Program fee ranges from negotiable up to 1.50%, based upon various objective and subjective factors. As a result, Registrant’s clients could pay diverse fees based upon the market value of their assets, the complexity of the engagement, and the level and scope of the overall investment advisory services to be rendered. As a result of these factors, the services to be provided by the Registrant to any particular client could be available from other advisers at lower fees. All clients and prospective clients should be guided accordingly. The terms and conditions for client participation in the Program are set forth in detail in this Wrap Fee Program Brochure. All Program participants should read both the Brochure and the Wrap Fee Program Brochure and ask any corresponding questions they have about their participation in the Program. Please Note: Participation in the Program will in certain situations cost more or less than purchasing such services separately. When managing a client’s account on a wrap fee basis, the Registrant shall receive as payment for its asset management services, the balance of the wrap fee after all other costs (including account Transaction Based Fees or Asset Based Fees) incorporated into the wrap fee have been deducted. The Program fee charged by the Registrant for participation in the Program will in certain situations be higher or lower than those charged by other sponsors of comparable wrap fee programs. Please note: Clients who engage the Registrant on a wrap fee basis will not incur brokerage commissions (for trades executed at custodian) and/or transaction or asset based custodial fees in addition to the Program fee. Under the Program, the Registrant is provided with written authority to determine which securities and the amounts of securities that are bought or sold. Any limitations on this authority shall be included in the written agreement between each client and the Registrant. Clients are permitted to change/amend these limitations, in writing, at any time. The client shall have reasonable access to one of the Registrant’s investment professionals to discuss their account. Charles Schwab &Co. Inc. (“Schwab”) and/or Fidelity Investments (“Fidelity”) serve as the custodian for Program accounts. Wrap Program Trading Costs: Asset-Based Fees versus Transaction-Based Fees: Custodians such as Schwab and/or Fidelity are compensated for their services which include, but are not limited to, execution, custody, and reporting. Schwab and Fidelity can charge a fixed percentage fee for their services based upon the dollar amount of the assets placed in their custody and/or on their platform. This is referred to as an “Asset-Based Fee.” In the alternative, rather than a fixed percentage fee based upon the market value of the assets in its custody, Schwab and Fidelity could charge a separate fee for the execution of each transaction. This is referred to as a “Transaction-Based Fee.” Under a Transaction Based fee, the amount of total fees charged

to the client account for trade execution will vary depending upon the number of transactions that are placed for the account. Because Registrant cannot predict the markets and the amount of trading that will occur in a client account, Registrant generally favors Asset-Based pricing because it will fix the amount of the fee paid from the account for trade execution, regardless of the number of transactions that are placed for the account. However, Registrant, on an annual basis, will conduct a sampling to confirm its belief (given the inability to predict the markets and the corresponding amount of trading that will occur) that Asset-Based pricing continues to be beneficial for its clients. Prior to engaging Schwab and/or Fidelity regardless of pricing (Asset-Based versus Transaction-Based), the client will be required to execute a separate agreement with Schwab and/or Fidelity agreeing to such pricing/fees. Registrant’s Chief Compliance Officer, Kevin Michael Cuff, remains available to address any questions that a client or prospective client has regarding Asset-Based versus Transaction-Based pricing. Fee Calculation: The fee charged is calculated as described above and is not charged on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of an advisory client, pursuant to Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (hereinafter the “Act”). Fee Payment: Clients will be charged in advance at the beginning of each calendar quarter based upon the value (market value or fair market value in the absence of market value, plus any credit balance or minus any debit balance), of the client's account at the end of the previous quarter, including cash balances. Clients authorize the Registrant to directly debit its advisory fee by executing an Investment Management Agreement. The Registrant shall send to the client's Custodian written notice of the amount of the Registrant's advisory fee to be deducted, on a quarterly basis, from the client's account. Termination of Advisory Relationship: A client agreement may be canceled at any time, by either party, for any reason upon receipt of prior written notice. Upon termination of any account, any prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees will be due and payable. Please Note: Investment Performance: As a condition to participating in the Program, the participant must accept that past performance may not be indicative of future results, and understand that the future performance of any specific investment or investment strategy (including the investments and/or investment strategies purchased and/or undertaken by the Registrant) may not: (1) achieve their intended objective; (2) be profitable; or, (3) equal historical performance level(s) or any other performance level(s). Client Responsibilities: In performing any of its services, the Registrant shall not be required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely thereon. Furthermore, unless the client indicates to the contrary, the Registrant shall assume that there are no restrictions on its services, other than to manage the account in accordance with the client’s designated investment objective. Moreover, it remains each client’s responsibility to promptly notify the Registrant if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising the Registrant’s previous recommendations and/or services. B. Participation in the Program will in certain situations cost more or less than purchasing such services separately. Also, the Program fee charged by the Registrant for participation in the Program will in certain situations be higher or lower than those charged by other sponsors of comparable wrap fee programs. Depending upon the percentage wrap-fee charged by the Registrant, the amount of portfolio activity in the client's account, and the value of custodial and other services provided, the wrap fee in some cases will exceed the aggregate cost of such services if they were to be provided separately. C. The Program’s wrap fee does not include certain charges and administrative fees, including, but not limited to, fees charged by certain independent managers and/or separately managed accounts (when such managers require the client to enter into a dual contract relationship), transaction charges (including mark-ups and mark-downs) resulting from trades effected through or with a broker-dealer other than Schwab or Fidelity, transfer taxes, odd lot differentials, exchange fees, interest charges, American Depository Receipt agency processing fees, and any charges, taxes or other fees mandated by any federal, state or other applicable law or otherwise agreed to with regard to client accounts. Such fees and expenses are in addition to the Program’s wrap fee. D. The Registrant’s related persons responsible for managing client relationships receive a portion of the wrap fee collected by the Registrant.