1. The Registrant “Vermillion Financial Advisors, Inc.” (VFA) is a corporation formed on August 2, 1988 in the State of Illinois. VFA became registered as an Investment Adviser in September 1988. VFA is owned by Mark S. La Spisa, VFA’s President. 2. VFA provides three services to our clients (individuals, pension and profit sharing plans, business entities, trusts, estates and charitable organizations, etc.) as set forth below.
• Financial Planning and Consulting Services o Personal Financial Inventory and Hourly services o Financial Planning and Consulting services
• Investment Advisory services
• Investment Advisory - Employer Sponsored Retirement Plans Please note: When providing “Financial Planning and Consulting Services” VFA is herein referred to as “PLANNER”. When providing “Investment Advisory Service” VFA is herein referred to as “ADVISOR”. FINANCIAL PLANNING AND CONSULTING SERVICES PERSONAL FINANCIAL INVENTORY AND HOURLY Initial Consultation VFA will begin by providing the CLIENT a free initial consultation. VFA uses the initial consultation to introduce the CLIENT to VFA’s firm, its services, and staff. At the conclusion of the initial consultation and to the extent specifically requested by a CLIENT, VFA may determine to provide financial planning and/or consulting services (including investment and non-investment related matters, such as retirement planning, estate planning, income tax planning, etc.) on a stand-alone separate fee basis as set forth below. A. PERSONAL FINANCIAL INVENTORY & HOURLY The PLANNER shall provide and prepare CLIENT with the personal financial inventory (PFI). The PFI is designed to document CLIENT’s current financial picture and therefore will be as accurate as the information provided by CLIENT. The PFI will generally include, but is not limited to the following: 1. Personal Data: A listing of CLIENT’s personal information, such as addresses, phone numbers and other important data for the family unit. The family unit would include client, spouse, children, and parents (as dependents). Also included will be a comprehensive list of applicable outside professional advisors, such as insurance agents, accountants, attorneys, etc. 2. Statement of Net Worth: PLANNER will create a personal balance sheet; this will document the market value of all CLIENT’s assets less outstanding liabilities, resulting in the CLIENT’s net worth. 3. Projected Cash Flow Statement: PLANNER will create a personal income statement, documenting a CLIENT’s household income and expenses, tax withholdings, savings/investments. 4. Tax Return Comparison and Preliminary Income Tax Projection: CLIENT will receive a side-by-side comparison of CLIENT’s last three federal and state tax returns (if provided by CLIENT). This comparison is designed to exhibit a CLIENT’s tax trends and current habits. This will aid PLANNER in calculating future tax liabilities and highlighting potential tax planning strategies. This is not a tax audit or a verification of the accuracy of CLIENT’s returns. (Note: Tax filing mistakes may be discovered during this process and if so, appropriate recommendations will be provided.) A preliminary tax projection of CLIENT’s current year’s income tax picture based on current known factors and assumptions will potentially avoid tax mistakes. 5. Investment Holdings: PLANNER will document CLIENT’s current investment positions by registration, asset class, market value and number of shares owned. If deem beneficial by PLANNER, PLANNER will also include a cost analysis and portfolio hypothetical (back-testing). This will provide CLIENT insight into their investment exposures and an overview of their current investment picture. 6. Insurance Review: PLANNER will review CLIENT’s personal and group insurance coverages. Each policy/coverage will be presented for a clearer understanding of the benefits and key policy features. The review will highlight any current or possible future insurance exposures. 7. Education Preliminary Projection: For CLIENTS with minors, PLANNER will provide a projection of CLIENT’s current education funding path based on current known factors and PLANNER’s default assumptions. It will allow CLIENT to preview their projected educational cost for a better understanding of their education funding requirements. 8. Retirement Preliminary Projection: PLANNER will provide a preliminary projection of CLIENT’s current retirement path based on current known factors and PLANNER’s default assumptions. This will allow CLIENT to preview a projected retirement illustration for a better understanding their retirement security and potential funding challenges. 9. Estate Planning Review: PLANNER will gather CLIENT’s estate planning documents and review key provisions for an understanding of CLIENT’s current plan design. This review will provide CLIENT with a summary of potential issues and exposures. 10. General Recommendations: PLANNER will provide a summary of key exposures and preliminary considerations discovered through the preparation of CLIENT’s Personal Financial Inventory. Note: Specific recommendations are the result of CLIENT’s ongoing relationship with PLANNER and proceeding through the financial planning process. G:\WINWORD\COMPLIANCE\Brochure\2023\2023 - Brochure - Annual Delivery - Ver 2023-2-15.docx - 4 - B. FINANCIAL PLANNING SERVICES After the completion of the PFI Follow-up meeting, PLANNER will provide CLIENT with a new service agreement for the services chosen by CLIENT. Those CLIENTs who do not select a new service plan and then request future financial planning services, CLIENT will by default be provided such services on an hourly basis. HOURLY CONSULTATION - Default service option if no other service is selected Hourly Consultation is the default payment option for any and all services provided to the CLIENT. CLIENTs who choose a service plan below will be charged the fee associated with the selected service plan. Services provided to CLIENT by PLANNER that are beyond the scope of the services detailed in this agreement (such as financial planning services or unique investment services) or services requested after the termination of this or any other service agreement shall be performed at (1) the prevailing hourly rates, (2) the advisor’s minimum fee, and (3) subject to each financial advisor’s level. PLANNER charges a different fee structure for each financial advisor level as set forth below under “Schedule A - Fee Schedule” of this agreement. If any other service is necessary for advisor to fulfill other selected services, the CLIENT will be charged for necessary services based on prevailing rates. PLANNER’s financial planning service begins with a detailed questionnaire on each discipline in the order prioritized by CLIENT to ascertain CLIENT’s attitudes and experiences related to each financial discipline. This is generally followed by an analysis and specific recommendations to address CLIENT’s current exposures and long-term goals. Below is a list of financial planning disciplines that are available. VFA provides various financial analyses such as: Education Planning Investment Planning Insurance Analysis - Investment Analysis Retirement Planning - Investment Policy Statement - Pre-Retirement Analysis Estate Planning - Post-Retirement Analysis Tax Planning Major Purchase/Event Planning - Tax Return Review - Tax Projection FINANCIAL PLANNING and CONSULTING AGREEMENT These alternative programs are for those CLIENT’s who have completed the initial financial planning process. The original analyses and action plans implemented in the initial planning stage will be monitored in comparison to the CLIENT’s current financial status and the probability of reaching long-term financial goals. The PLANNER shall provide CLIENT with the financial planning and/or consulting services selected and described below by the CLIENT. Any service requested by CLIENT not covered by below selected service CLIENT agrees will be provided on an hourly basis. Upon completion of the services set forth/within or failure to renew such agreement, CLIENT acknowledges, PLANNER’s engagement and corresponding responsibilities/obligations shall be concluded. Following any termination of services or in the event CLIENT’s financial situation or objectives change, CLIENT may engage PLANNER to review previous services and/or recommendations, and/or to provide other consulting services. CLIENT agrees that any such additional services shall be provided at PLANNER’s then current hourly rate or some other mutually agreeable fee arrangement. A. HOURLY CONSULTATION - Default service if no other service is selected Hourly Consultation is the default payment option for any and all services provided to the CLIENT. CLIENTS who choose a service plan below will be charged the fee associated with the selected service plan. Services provided to CLIENT by ADVISOR that are beyond the scope of the services detailed in this agreement (such as investment services) or services requested after the termination of this or any other service agreement shall be performed at (1) the prevailing hourly rates, (2) the advisor’s minimum fee, and (3) subject to each financial advisor’s level. ADVISOR charges a different fee structure for each financial advisor level as set forth below under “Schedule A - Fee Schedule” of this agreement. If any other service is necessary for advisor to fulfill other selected services, the CLIENT will be charged for necessary services based on prevailing rates. B. APPOINTMENT FREQUENCY B1 - ELEVEN APPOINTMENT BUNDLE The “Eleven Appointment Bundle” offers CLIENT one reoccurring appointment per month; total of eleven appointments per year (excluding the last two weeks of December and first two weeks of January). B2 - SIX APPOINTMENT BUNDLE The “Six Appointment Bundle” offers CLIENT one reoccurring appointment every other month; total of six appointments per year (excluding the last two weeks of December and first two weeks of January). B3 - FOUR APPOINTMENT BUNDLE The “Four Appointment Bundle” offers CLIENT one reoccurring appointment per quarter; total of four appointments per year (excluding the last two weeks of December and first two weeks of January). B4 - TWO APPOINTMENT BUNDLE The “Two Appointment Bundle” offers CLIENT one reoccurring appointment semi-annually, total of two appointments per calendar year (excluding the last two weeks of December and first two weeks of January). G:\WINWORD\COMPLIANCE\Brochure\2023\2023 - Brochure - Annual Delivery - Ver 2023-2-15.docx - 5 - B5 - ANNUAL APPOINTMENT BUNDLE The “Annual Appointment Bundle” offers one reoccurring appointment annually, total of one appointment per calendar year (excluding the last two weeks of December and first two weeks of January). B6 - ADDITIONAL SCHEDULED APPOINTMENTS The “Additional” service plan offers the opportunity to customize a service plan by adding an additional CLIENT/Advisor appointment(s) to any of the above listed service plans. Service plans are designed to analyze CLIENT’s current financial status and monitor the progress towards CLIENT reaching their long-term financial goals. While this service agreement is in effect, the following is a summary of services that are available: FINANCIAL PLANNING SERVICES PLANNER’s financial planning service begins with a detailed questionnaire on each discipline in the order prioritized by CLIENT to ascertain CLIENT’s attitudes and experiences related to each financial discipline. This is generally followed by an analysis and specific recommendations to address CLIENT’s current exposures and long-term goals. Below is a list of financial planning disciplines that are available. -Major Purchase/Event Planning -Insurance Planning -Education Planning -Retirement Planning -Estate Planning -Tax Planning INVESTMENT ADVISORY SERVICES INVESTMENT ADVISORY AGREEMENT Initial Consultation VFA will provide an Initial Investment Advisory consultation to gather information about the CLIENT’s investment objectives, financial condition, and risk tolerance, which VFA uses in forming its investment advice. At the conclusion of the initial consultation and to the extent specifically requested by a CLIENT, VFA may determine to provide Investment Advisory Services as set forth below. VFA offers several Investment Advisory services for a CLIENT to choose from depending on what a CLIENT determines will best meet that CLIENT’s specific needs and long-term goals. A CLIENT has the option to choose one or more of such services and/or is free to switch among these services as the CLIENT’s needs or economics change over time. A. INVESTMENT RECOMMENDATIONS SERVICES These services are for CLIENTS who seek the assistance of a professional to either maintain a relationship with an existing Investment advisor or wishes to make their own investment selection decisions. A1 - Do It Yourself CLIENTS who do not desire to transfer their investment assets to a new custodian or have their current account monitored and managed by ADVISOR. Does not desire any future or “On-Going” services. Does want to benefit from the investment experience and research of ADVISOR. May engage ADVISOR to provide specific “One-Time” investment recommendations for any investment account. CLIENT is not required to engage ADVISOR to provide any other service. VFA’s On-going investment management and monitoring are not provided as part of this service. Reoccurring Reports included in DIY service: None A2 - Monitoring Only CLIENTs who desire to benefit from the investment experience and research of ADVISOR, can do so without transferring their investment assets to a new custodian or have their current account managed by ADVISOR. CLIENTs may engage ADVISOR to provide “Monitoring Only Services” and investment recommendations for any investment account(s). CLIENT is not required to engage ADVISOR to provide any other service(s) to receive this service. When the frequency selection is other than quarterly (Annual, Semi-Annual or On-Demand), CLIENT’s monitoring report shall be created as of the end of a calendar quarter of the CLIENT’s choosing. Note: VFA’s On-going investment management is not provided as part of this service. Reoccurring Reports included in Monitoring Only service: - All IPRAMS reports are included that are deemed beneficial by Advisor. B. PORTFOLIO IMPLEMENTATION and MONITORING SERVICES CLIENTs who desire to benefit from the experience and research of ADVISOR and who transfer their investment assets to one of several available independent custodians with ADVISOR acting as an independent registered investment advisor on behalf of CLIENT may engage ADVISOR to provide one of the below specific “Portfolio Implementation and Monitoring Services” for such investment account(s). Portfolio Implementation and Monitoring Services can be provided either as a model portfolio referred to as a Target Investment Portfolio’s (TIPs) or customized portfolio solution (CSTM). CLIENT will incur a monthly charge for the service plan selected. G:\WINWORD\COMPLIANCE\Brochure\2023\2023 - Brochure - Annual Delivery - Ver 2023-2-15.docx - 6 - B1 - Foundation Program - Tier One - Silver Plan Investment Services This service plan is either a basic level investment service or a temporary service to function as a “parking place” of CLIENT’s assets while ADVISOR is working with CLIENT to determine the most appropriate investment service. It allows a novice or experienced investor to invest with the assistance of a professional advisor that would otherwise be unavailable or cost prohibited. The service provides an initial investment consultation including selection of appropriate types of “accounts”, specific recommendations based on ADVISOR’s experience, the establishment of a monthly investment plan and portfolio goal setting. See “Service Plan and Report Comparison Chart” for description of Reoccurring Reports included in IA-FND service. Note: All reports are subject to change. B2 - Target Investment Portfolio (TIP) - Tier Two - Gold Plan Investment Services Target Investment Portfolio’s (TIPs) are pre-designed model portfolios intended to meet a target return and level of risk when compared to the S&P 500. TIPs are most appropriate for clients whose circumstances do not warrant a customized portfolio due to size, simplicity or lack of potential benefit to those clients. TIPs may not be used in conjunction with assets held at an outside custodian (e.g. employer sponsored retirement plan, insurance company, outside brokerage firm, held in certificate form, etc.). All TIPs carry VFAs standards relating to portfolio design, rebalancing and asset replacement. (See Schedule A) Reports included in TIP service (subject to change): ADVISOR shall provide CLIENT the following reports as described below (ADVISOR reserves to change the frequency of any report at any time or to stop sending any report if ADVISOR believes the report provides little value.): ▪ TIP Highlight Report (Quarterly) - This report shall provide an overview of all key TIP attributes including performance. ▪ Position Comparison Report (Quarterly) - This report provides the ending market value of each investment holding compared to the beginning of the period along with the investment holdings current weighting as a percentage of the total portfolio’s value. ▪ Asset Allocation Report (Quarterly) - This reports on the comparison of each asset class to its target allocation. ▪ Asset Index Report (Annually) - This annual report shall compare (if available) each asset’s performance and standard deviation to that of its benchmark. ▪ Portfolio Investment Recommendations Trade Sheet (As needed) - This trade sheet shall provide CLIENT with ADVISOR suggested portfolio changes for current reporting period. B3 - Custom Portfolio - Tier Three - Platinum Plan Investment Services Custom portfolios hereafter referred to as “CPs” are custom-designed and personalized portfolios for those CLIENTs that do no not desire a one-size fits all solution or model portfolio. CPs are offered to CLIENTs whose circumstances warrant the individual design due to increased size, complexity or need. CPs are designed to meet a CLIENT’s personal return target, risk tolerance and long-term goals such as retirement needs. CPs can consider all assets held by a CLIENT regardless of the custodian where held. CLIENTS who select a CP are required to have completed a risk assessment, investment analysis and an investment policy statement. Investment Portfolio and Monitoring Services (IPRAMS) This portfolio monitoring service is one of the most comprehensive monitoring programs available. IPRAMS is our premier investment service and is highly recommended for all CLIENTS who desire on-going monitoring, management and adjustments to their portfolio. CLIENTs who wish to be pro-active and want better control of their investment portfolio are strongly encouraged to select an IPRAMS service plan. IPRAMS monitors CLIENT portfolios toward the objective of meeting CLIENT long-term financial goals. This is accomplished through a series of reports that monitor but are not limited to rate of return, allocation mixture, risk management, cash flow distributions, portfolio taxation, investment benchmarking, portfolio recommended adjustments and asset replacement. IPRAMS considers assets selected and held by a CLIENT regardless of custodian. Each IPRAMS report includes a CLIENT/ADVISOR meeting to present each IPRAMS report. i. Investments included under Portfolio Monitoring: All investments will be included in the IPRAMS report unless otherwise indicated on Schedule B. CLIENT, in writing, may request to add or subtract any investments from the IPRAMS report. As a result, IPRAMS may or may not include all the investable assets owned by the CLIENT. CLIENT agrees that any new replacement investment(s) made from the proceeds of the sale/completion of an investment currently being tracked, will automatically be tracked. Any additional contributions to an investment “Account” selected for tracking by IPRAMS will be included in the report. ii. Investment Policy Statement and Client Targets: The targeted numbers contained in IPRAMS are based on the CLIENT’s stated goals and objectives as documented in their Investment Policy Statement (IPS) (and subsequent updates). It is assumed that these goals and objectives currently reflect the CLIENT’s views. It is the responsibility of the CLIENT to notify ADVISOR of any and all changes in CLIENT’s views, goals and objectives. a. CLIENT can acknowledge to waive the process of having a personalized IPS created and will rely on their ADVISOR’s experience and recommendations. iii. Report Data Intent: The information presented within IPRAMS is historical and statistical only. Past performance is no indication of future results. No part of IPRAMS is an offer to sell or a solicitation to purchase any securities. G:\WINWORD\COMPLIANCE\Brochure\2023\2023 - Brochure - Annual Delivery - Ver 2023-2-15.docx - 7 - IPRAMS Report Frequency: IPRAMS - Annual This service provides CLIENT with an “Annual” IPRAMS reports, this “Annual” report is created on a calendar quarter basis. “Annual” reporting is subject to the “Annual” fee schedule found in “Schedule A” of this Agreement. IPRAMS - Semi-Annual This service provides CLIENT with “Semi-Annual” IPRAMS reports, “Semi-Annual” reports are created on a calendar quarter basis. “Semi-Annual” reporting is subject to the “Semi-Annual” fee schedule found in “Schedule A” of this Agreement. IPRAMS - Quarterly This service provides CLIENT with “Quarterly” IPRAMS reports, “Quarterly” reports are created on a calendar quarter basis. “Quarterly” reporting is subject to the “Quarterly” fee schedule found in “Schedule A” of this Agreement. Note: Should a frequency selection be omitted, the default selection will be Quarterly. When the frequency selection is other than quarterly (Annual, Semi-Annual or On-Demand), CLIENT’s IPRAMS report shall be created as of the end of a calendar quarter of the CLIENT’s choosing. Client can choose which Quarter(s) report(s) will be created CLIENT will receive a quarterly position comparison report, a quarterly asset allocation report, Advisor portfolio recommendations (AKA: trade sheet - when necessary) showing any rebalancing recommendations and a year-end annual evaluation of investment holdings versus their peer group. Reports included for calendar quarters when an IPRAMS report in not provided to a client service (subject to change): -Asset Allocation Report (Quarterly) -Asset Index Report (Annually) -Position Comparison Report (Quarterly) -Portfolio Investment Recommendations Trade Sheet (As needed) IPRAMS - On Demand CLIENTs may elect to have an IPRAMS report created on an “On Demand” basis. All reports shall be created as of the end of a calendar quarter of the CLIENT’s choosing. “On Demand” reporting is subject to the “On Demand” fee schedule found in “Schedule A” of this agreement. ADVISOR reserves the right to charge hourly fees for data that needs to be maintained or updated due to infrequency of report. Service Plan and Report Comparison Chart INVESTMENT ADVISORY SERVICE PLAN OPTIONS TIER 1 Silver Plan TIER 2 Gold Plan TIER 3 Platinum Plan Reports included in Selected Service Plan indicated with check mark ( ) : (Subject to Change) Foundation Program (FND) Target Investment Portfolio (TIP) Investment Portfolio Reporting and Monitoring Service (IPRAMS) Account Summary Report ✓ ✓ Position Performance Summary ✓ ✓ Asset Index Report ✓* ✓* ✓ Portfolio Investment Recommendations Trade Sheet (As Needed) ✓ ✓ ✓ Invoice & Report Fee Calculations ✓ ✓ ✓ Current Portfolio Values ✓ ✓ ✓ TIP Highlight Report ✓ Asset Allocation Report ✓ ✓ Portfolio Summary ✓ Internal Rate of Return - Quarter, 1 YR, 3 YR, Inception ✓ Portfolio Performance Returns ✓ Standard Deviation Report ✓ Investment Activity for Period ✓ Portfolio History Detail Report ✓ Consolidated Position and Asset Cash Flow Report ✓ Asset Projected Income Report ✓ Dividend & Interest Received Report (Schedule B) ✓ Unrealized Gain/Loss Report ✓ Tax Basis Report ✓ Distributions for Qualified/Annuity Accounts (1099R) Report ✓ Reposition Portfolio Report - By Owner and By Asset ✓ Capital Gain/Loss Report (Schedule D) ✓ G:\WINWORD\COMPLIANCE\Brochure\2023\2023 - Brochure - Annual Delivery - Ver 2023-2-15.docx - 8 - Tax Withholding Report ✓ Report Frequency Quarterly *Otherwise Noted Above Quarterly *Otherwise Noted Above Client Report Frequency will match their choice of Quarterly, Semi- Annually, Annually or On-Demand * Indicates that Clients Receive this Report Annually. Investment advisory fees are subject to breakpoints (discounts) as the portfolio becomes larger due to economies of scale. C. Hourly Consultation, New Account Set-Up, Risk Assessment, Investment Analysis, Investment Policy Statement and Options All service in Section C of this agreement are applicable to all CLIENTS when and if deemed necessary for ADVISOR to perform the services selected by CLIENT. C1 - HOURLY CONSULTATION - Default Service if no other service is selected. Hourly Consultation is the default payment option for any and all services provided to the CLIENT. CLIENTs who choose a service plan above will be charged the fee associated with the selected service plan. Services provided to CLIENT by ADVISOR that are beyond the scope of the services detailed in this agreement (such as financial planning services or unique investment services) or services requested after the termination of this or any other service agreement shall be performed at (1) the prevailing hourly rates, (2) the advisor’s minimum fee, and (3) subject to each financial advisor’s level. ADVISOR charges a different fee structure for each financial advisor level as set forth below under “Schedule A – Fee Schedule” of this agreement. If any other service is necessary for advisor to fulfill other selected services, the CLIENT will be charged for necessary services based on prevailing rates. Note: Service Plans A and B are not available on an hourly basis. C2 - NEW ACCOUNT FEES All investment accounts that required to be established are subject to a new account fee per account. C3 - RISK ASSESSMENT For clients who choose a Foundation Program or a model portfolio hereafter referred to as a Target Investment Portfolio or TIP. If deemed beneficial by ADVISOR, ADVISOR will utilize a risk tolerance assessment to benchmark current and acceptable CLIENT risk tolerance (RA). ADVISOR will use the RA to determine which of the TIP models designs and asset allocation models are suitable toward meeting a CLIENTs long-term goals and objectives. Specific product recommendations, investment management and on-going investment monitoring are not provided as part of this service. CLIENTs who desire specific investment recommendations and on-going investment management and monitoring services will need to engage services found in services, A and B. CLIENT is under no obligation to execute ADVISOR’s additional services. Next step in this process is to determine appropriate investment service(s). C4 - INVESTMENT ANALYSIS An investment analysis and investment policy statement are required for CLIENTs who prefer a customized design portfolio. Investment Analysis (IA): To help ADVISOR determine CLIENT’s future investment objectives, ADVISOR will utilize a process that begins with the usage of an investment questionnaire (IQ) to conduct a thorough interview of CLIENT’s historical experiences, current investment holding decisions, to help clarify long-term investment goals/needs and to determine investment exposures and conflicts. This is generally followed by ADVISOR utilizing a risk tolerance assessment to benchmark current and acceptable risk tolerance (RA). Through the use of the IQ and RA, ADVISOR’s goal is to be able to identify and present areas of investment education beneficial to CLIENT. Upon completion of an IQ, RA and client education (if deemed beneficial to CLIENT by ADVISOR), ADVISOR will back-test current investment holdings for historical average performance and volatility factor as well as provide an analysis on the cost structure of current investment holdings to determine the initial, current and annual on-going cost of owning current portfolio investment holdings. ADVISOR will determine an appropriate portfolio asset allocation target. The asset allocation target will be provided in the form of a customized portfolio and a personal asset allocation recommendation. On-going investment monitoring is not provided as part of this service. CLIENT’s who desire on-going investment management and monitoring services will need to engage services found in services, B and C. C5 - CREATION of an INVESTMENT POLICY STATEMENT Investment Policy Statement (IPS): Is an investment blueprint drafted between ADVISOR and CLIENT that outlines general investment guidelines for the CLIENT’s current and target investment portfolio including recommended changes. This statement outlines key investment provisions to evaluating, managing and monitoring an investment portfolio. It includes the general investment goals and objectives of CLIENT and describes the strategies and parameters that ADVISOR should employ to meet these objectives. Specific information on matters such as asset allocation policy, risk tolerance, investment selection and replacement guidelines, portfolio distribution plans, income tax considerations, monitoring benchmarks, principal preservation strategies, portfolio liquidity requirements, and more will also be included as part of an IPS. C6 - OPTION STRATEGY Option Strategy Fees are transaction fees based upon the market value (commonly referred to as the “Notional Value”) of the option strategy used. The Notional Value is the market value of the amount of a stock controlled by the option contract multiplied by the strike price. The fees charged to utilize Options in a CLIENT’s portfolio are intended to cover additional ADVISOR’s time to set up the option strategy, present, execute and monitor the option trade transaction through expiration and Vermillion Financial Advisor’s liability. G:\WINWORD\COMPLIANCE\Brochure\2023\2023 - Brochure - Annual Delivery - Ver 2023-2-15.docx - 9 - INVESTMENT ADVISORY for Employer Sponsored Retirement Plans A. HOURLY CONSULTATION - Default service option if no other service is selected. Hourly Consultation is the default payment option for any and all services provided to the PLAN SPONSOR. PLAN SPONSORs who choose a service plan below will be charged the fee associated with the selected service plan. Services provided to PLAN SPONSOR by ADVISOR that are beyond the scope of the services detailed in this agreement (such as financial planning

services or unique investment services) or services requested after the termination of this or any other service agreement shall be performed at (1) the prevailing hourly rates, (2) the advisor’s minimum fee, and (3) subject to each financial advisor’s level. ADVISOR charges a different fee structure for each financial advisor level as set forth below under “Item 5” of Brochure. If any other service is necessary for advisor to fulfill other selected services, the PLAN SPONSOR will be charged for necessary services based on prevailing rates. B. RETIREMENT PLAN SELECTION Employer Sponsored Retirement Plans generally fall into one of three categories, Individual Retirement Accounts (IRAs), Defined Contribution Plans (DC), or Defined Benefit Plans (DB). Small businesses may choose to offer any of these three options to employees as retirement savings vehicles. Many PLAN SPONSORS make available one or more of these retirement plan options. Note: Service Plans found below in section C are not available on an hourly basis. B1 - Initiator Program - Payroll Deducted IRA Program - Traditional/Roth/Simple/SEP IRA’s Description: Employees tend to think of an IRA as something that they need to establish on their own, but an employer can help its employees set up and fund their IRAs. With an IRA, the amount that an individual receives at retirement depends on the account contributions and the return on investment. The Payroll Deducted IRA Program is an entry level retirement service offered by employers interested in assisting their employees save for retirement. It allows an employer to begin offering a pre or post-tax Payroll Deducted IRA account with the assistance of an investment professional. This Payroll Deducted IRA Program is recommended to be offered to all company employees (but may not be required by law for Traditional and Roth IRAs). This service provides initial retirement plan services including: evaluating the appropriate type of IRA account platform, mutual fund selection menu and the establishment of a payroll deducted contribution plans for all employees participating. B2 - Defined Contribution Plans - 401k, Profit Sharing, etc. Description: A Defined Contribution Plan (DC) is a retirement plan which is commonly referred to as a 401k, 403b or a profit sharing plan. The DC plan offers all qualified employees, the employer, or both the opportunity to contribute into an employee’s individual account on a regular basis. Retirement benefits are greatly impacted by the contributions into each participant’s account, the amount of time available to compound investment returns, the return on investment, and the expenses associated with the assets held in each participant’s account. B3 - Defined Benefit Plans - Pension, Cash Balance, etc. Description: A Defined Benefits plan (DB) is a retirement plan which is commonly referred to a “Pension” plan. These plans are structured to deliver a specified monthly benefit at targeted retirement age based on a formula. This formula usually includes an employee’s age, years of services and average annual compensation. The benefit(s) promised by a DB plan can either be a lump sum or a monthly payout (similar to social security payments). This payout can be paid over a selected period of time including one’s life expectancy. C. RETIREMENT PLAN ANALYSIS, DESIGN (Initial or Existing) and INVESTMENT POLICY STATEMENT Each type of qualified retirement plan typically meets certain planning objectives better than others. Plan analysis consists of analyzing existing plans to identify weaknesses or needs for revisions. Plan design consists of getting the right match between employer objectives and customizing the right qualified plan. The following services are available to PLAN SPONSORs seeking a fresh perspective on a company sponsored retirement plan. C1 - Retirement Plan Analysis Retirement Plan Analysis: A plan analysis consists of analyzing existing plan(s) to identify weaknesses or needs for revisions. The RPA includes (if applicable and beneficial to PLAN SPONSOR as determined by ADVISOR) but is not limited to: a compliance review of existing plan documents, plan investment policy statement (if in existence), the evaluation of PLAN SPONSOR’s processes to determine exposures toward meeting current trustees fiduciary responsibilities, a participant census analysis, a retirement plan cost analysis, an investment menu analysis and the evaluation of current services from all current service providers. Through the use of the RPA, ADVISOR will identify plan exposures and provide solutions necessary to improve plan performance to meeting long-term goals. C2 - Retirement Plan Design/Redesign Retirement Plan Design: QRP design consists of getting the right QRP match between employer objectives and customizing the right QRP. In order for ADVISOR to determine future plan objectives, ADVISOR will complete an Employer Provided Retirement Plan Questionnaire (RPQ). This will document PLAN SPONSOR’s historical experiences (if any) and clarify retirement plan’s long-term goals/needs. Upon completion of an RPQ, ADVISOR will design and propose an appropriate QRP. RPD will include but is not limited to: the appropriate type of plan, the evaluation of tax benefits, pros and cons of potential service providers and platform available to be used, service processes required by PLAN SPONSORS to meet compliance requirements, appropriate investment funding options and generic investment menu line-up. Specific investment product recommendation and on-going investment monitoring are not provided as part of this service. PLAN SPONSOR’s who desire specific recommendations will need to engage services found in “Service D”. PLAN SPONSOR is under no obligation to execute ADVISOR’s “Service D”. G:\WINWORD\COMPLIANCE\Brochure\2023\2023 - Brochure - Annual Delivery - Ver 2023-2-15.docx - 10 - C3 - Investment Policy Statement Investment Policy Statement: The drafting of an IPS can be one of the most important steps a QRP fiduciary can take to protect themselves from personal liability. The Employee Retirement Income Security Act of 1974 (ERISA), as amended, mandates that plan fiduciaries act in the best interest of QRP participants at all times. This means that all QRP decisions must be made considering QRP participant interest. QRP processes and procedures must be established and followed by plan fiduciaries showing how the QRP is monitored and evaluated for the benefit of plan participants. CEOs and CFOs, boards of directors, plan administrators, members of QRP committees, services providers and human resources personnel, among others can all be considered fiduciaries under ERISA. Fiduciary breach claims can cast a wide net, snaring many PLAN SPONSORS and their key personal for failure to meet fiduciary responsibilities. Since ERISA allows plan fiduciaries to be held personally responsible for losses resulting from a breach of fiduciary duty, there is no better time than the present to take a close look at your plan’s policies, procedures, and documentation, with special attention given to your investment policy statement. While an investment policy statement is not required under ERISA, it is in the best interest of plan fiduciaries to create a written investment policy statement. An IPS is a QRP document that outlines QRP trustee processes and procedures covering administration of QRP cost, service providers, participant participation standards and general investment evaluation/replacement guidelines. The IPS provides the PLAN SPONSOR with the strategies and parameters that ADVISOR and PLAN SPONSOR should deploy to meet QRP objectives. D. ANCILLARY INVESTMENT SERVICES A PLAN SPONSOR has a duty to diversify the investments of the plan so as to minimize the risk of large losses. This means that the selection of investments must be ample as to allow plan participants to be able to diversify their account holdings. ADVISOR will work with PLAN SPONSOR to determine the appropriate investment platform (individual brokerage, virtual, or single combined account). ADVISOR will provide PLAN SPONSOR with an appropriate recommended investment menu to meet PLAN SPONSORS goals. PLAN SPONSOR will be required to approve recommended investment menu including if chosen model and/or a custom designed portfolio and the appropriate quantity of investments to properly diversify the investment portfolio/account(s). D1 - Custom Investment Menu Line-up - Included with all Employer Sponsored Retirement Plans Custom Investment Menu Line-Up: The selection of appropriate investments for a retirement plan and its participants is a critical responsibility of PLAN SPONSOR. Determining the appropriate investment menu will include: the type of investment holdings (mutual funds, exchange traded funds, individual securities, model portfolios, etc.), setting the initial investment menu and evaluating the cost associated with each individual investment. D2 - Retirement Plan - Model Portfolios Model Portfolios: Model portfolios are pre-designed to meet a targeted rate of return and/or risk tolerance. These portfolios are recommended for plans whose employees either lack investment knowledge, experience or the time necessary to properly select and monitor their investments. Model portfolios are most beneficial to help reduce the mistakes (chasing hot investments, too aggressive/conservative, over/under diversified, panic selling, investing only in cash, etc.) commonly made by novice investors. D3 - Retirement Plan - Custom Designed Portfolios Custom Portfolios: Custom portfolios are designed from scratch to meet a targeted rate of return and/or risk tolerance. They can be used by either the overall plan or by a single participant. Customized portfolios are created for those plans or participants who value individually selected investments. Customized portfolios are best suited for accounts that are singularly managed or with large balances. Note: When customized portfolios are selected the creation of an IPS is required. E. RETIREMENT PLAN SUPPORT and MAINTENANCE The key to maintaining a properly designed and cost effect retirement plan is a properly documented maintenance program. Maintenance programs are designed to help provide each PLAN SPONSOR with the amount of service required to meet the appropriate size of the plan, the needs of the participants and the fiduciary responsibility of the PLAN SPONSOR. E1 - Supplemental Retirement Plan Trustee Review Meeting Fiduciary Responsibility: A legal duty to act solely in another party's best interests. Retirement plan trustees are considered fiduciaries and have a legal obligation to act for the benefit of plan participants. Plan participants are considered by the DOL and IRS to have placed the utmost trust and confidence in plan trustees to properly manage and protect their money. A plan trustee has a duty to manage the plan “in accordance with the plan documents” and must be able to demonstrate they are fulfilling these responsibility and duties. Duty of Prudence: ERISA (the IRS regulations relating to retirement plans) requires for all PLAN SPONSORs to act “with the care, skill and prudence”. This means that the plan trustees are considered to be an “EXPERT” when making decisions about the plan even if ill-suited to do so. Ignorance is not a viable excuse for a fiduciary. If a fiduciary lacks the necessary time, skill and knowledge, they have the right (as well as the duty) to hire prudent experts who can help meet their responsibilities. Meeting Your Fiduciary Standard: As PLAN SPONSOR you must follow a proactive approach of monitoring and reviewing the key financial metrics associated with the plan such as employee participation, plan cost, service provider, and plan design. Regularly scheduled trustee meetings are central to a proactive approach and are necessary for those plan trustees and PLAN SPONSORs who desire to properly maintain a retirement plan. Trustee/ADVISOR Plan Review Meeting(s): These meetings are essential in providing plan trustees with current plan data. The objective of trustee meeting is to review all retirement plan reports and discuss key plan benchmarking factors such as employee participation ratios, plan objectives, plan performance, plan cost and future changes required to keep the plan within compliance G:\WINWORD\COMPLIANCE\Brochure\2023\2023 - Brochure - Annual Delivery - Ver 2023-2-15.docx - 11 - standards of Internal Revenue Service (IRS) and Department of Labor (DOL). A typical trustee meeting may include but are not limited to the following:
• Cost Containment Analysis: PLAN SPONSORs are required to regularly review plan expenses to verify that the Plan costs are “reasonable” for services received. Plan costs fall into two expense categories “Investments” and “Support Services”. Investment Cost Containment: is the review of the plans investment line up to verify annual costs as defined by IRS code 408B(2) are in-line with industry standards. They included but are not limited to: -Trade Fee (if any) -Asset Replacement Fees -Investment Expense Ratios -Misc. Fees: Finders, 12b-1, SSF, Sub-TA Support Services: include reviewing annual cost associated with but are not limited to: -Custodial Services -Investment Advisory Fee -Third Party Administration Services -Record Keeping Services When applicable ADVISOR will prepare an employer sponsored retirement plan report for PLAN SPONSORs to monitor the below key financial metrics associated with the Plan. Employer sponsored retirement plan reports are created on a “Calendar Quarterly” basis for those retirement plans which warrant a report.
• Retirement Plan Reports included in service (Subject to change): Review of Fiduciary Responsibilities Portfolio Values and Performance Returns Review of Plan Financials -Internal rate of Return - Quarter, 1Year, 3 Year, and Inception -Review of Plan Costs Portfolio Activity -408B(2) -Investment transactions during report Period -Revenue Sharing (Sub-TA, 12b-1, SSF, Finders Fees) Investment Performance Participant Evaluation -Underperforming Assets -Active Employee Status -Asset Replacement triggers -Account Holder Status - Asset Allocation Report -Eligible Non-Enrolled or Non-contributing Portfolio Recommended Changes - Key Employee Ratios -Asset Replacement Recommendations Employees Model Portfolio Review (if applicable) -Former Employees with Remaining Plan Balances -Performance -Review of New Hire Enrollment Dates -Risk -Asset Transfers Out of Plan -Portfolio Recommended Changes -Investment Holdings Cost Analysis -Invoice and Report Fee Calculation
• Investment Policy Statement Review: The careful maintenance and ongoing review of the IPS through a Trustee review meetings can help chart your plan’s long-term course towards prudent fiduciary investment decisions. The IPS should be updated on a regular basis. Specific information on matters such as investment selection, performance metrics, volatility factors, asset replacement standards, etc. should be discussed, analyzed when your plan size or objectives change over time.
• Trustee/ADVISOR Plan Review Meeting Frequency: Trustee Meetings are provided to PLAN SPONSORs based on plan size parameters at the discretion of ADVISOR. Plan size parameters used by ADVISOR include but are not limited to: plan assets, plan complexity and number of plan participants. Any supplemental meeting not covered by your base service plan will be subject to the Supplemental Meeting Minimum Fees as shown in “Schedule A - Fee Schedule”. As the number of plan participants and plan assets grow, it is recommended that the frequency of “Trustee/ADVISOR Plan Review Meetings” increase. Review Meeting Frequency Schedule: ➢ Quarterly (4), Three-Annual (3), Semi-Annual (2) or Annual (1) - Default equals annually if none selected. Plans Assets under $500,000: Are eligible to receive an investment reports annually of assets for cost and performance limited to: Investment Holdings Cost Analysis, Investment Performance and Portfolio Recommended Changes. ➢ Plans with assets over $500,000: Are eligible to receive an annual review of all Retirement Plan Reports. ➢ Plans with assets over $1,000,000: Are eligible to receive a semi-annual review of all Retirement Plan Reports. ➢ Plans with assets over $2,500,000: Are eligible to receive three reviews annually of all Retirement Plan Reports. ➢ Plans with assets over $5,000,000: Are eligible to receive a quarterly review of all Retirement Plan Reports. ➢ Trustee/ADVISOR Plan Review Meeting(s) Appointment Frequency Selection: Choose the trustee meeting schedule desired. E2 - Participant Services Saving for retirement is one of the most challenging goals most employees face to accomplish on their own. Helping plan participants meet their retirement goal of accumulating retirement assets sufficient enough to support themselves throughout retirement requires effective communication. No matter how well designed a retirement plan may be, it will fail to serve plan participants if the plan features and benefits are not communicated effectively. Participant Services are the best way to improve employee participation, morale and to help recruit and G:\WINWORD\COMPLIANCE\Brochure\2023\2023 - Brochure - Annual Delivery - Ver 2023-2-15.docx - 12 - retain employees. Participant Services are offered upon an employer request and at Advisor’s discretion once the plan assets have reached the below indicated amounts. As Plan assets grow, the level of Participant Services increases. Participant Services* Plans under $500,000 Plans over $500,000: Plans over $1,000,000: Plans over $2,500,000: In-Service Distributions – (Hardship withdrawals, RMD, disability, etc.) Advisor Discretion    Qualified Domestic Relation Orders (QDRO) Advisor Discretion    Employee Account Termination/Distribution Services Advisor Discretion    Plan Loans (if applicable) Advisor Discretion    Employee Survey for employee feedback and level of understanding Advisor Discretion Advisor Discretion   Employee Investment Selection Review Advisor Discretion Advisor Discretion   Employee/Plan Participant Educational meetings, workshops or seminars Advisor Discretion Advisor Discretion Advisor Discretion  *Participant Services indicated with a check mark  in the chart are included in your AUM fee. Plans with assets below the minimum levels indicated above, may chose Participant Services they feel will benefit their participants. Fees for desired services are based on ADVISOR and/or ADVISOR’s staff members prevailing hourly rate, indicated in Schedule A. MISCELLANEOUS Non-Investment Consulting/Implementation Services: To the extent requested by the CLIENT, VFA may provide consulting services regarding non-investment related matters, such as estate planning, tax planning, insurance, etc. Neither VFA, nor any of its representatives, serves as an attorney or accountant, and no portion of VFA’s services should be construed as same. To the extent requested by a CLIENT, VFA may recommend the services of other professionals for certain non-investment implementation purposes (i.e. attorneys, accountants, insurance, etc.), including representatives of VFA in their separate licensed capacities as discussed below. The CLIENT is under no obligation to engage the services of any such recommended professional. The CLIENT retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from the VFA. Please Note: If the CLIENT engages any such recommended professional, and a dispute arises thereafter relative to such engagement, the CLIENT agrees to seek recourse exclusively from and against the engaged professional. Please Also Note: It remains the CLIENT’s responsibility to promptly notify VFA if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising VFA’s previous recommendations and/or services. Please Also Note: Valuation: In the event that VFA references private investment funds owned by the CLIENT on any supplemental account reports prepared by the VFA, the value(s) for all such private investment funds shall reflect either the initial purchase and/or the most recent valuation provided by the fund sponsor. If the valuation reflects the initial purchase price (and/or a value as of a previous date), the current value(s), (to the extent ascertainable), could be significantly more or less than the original purchase price. A) Trade Approval: ADVISOR is not authorized to effect transactions for the Account without prior authorization from the CLIENT. The CLIENT does authorize ADVISOR, without granting discretionary authority to ADVISOR, to take maintenance actions without requiring prior consultation with the CLIENT. The following maintenance actions include but are not limited to:
• Stop/Limit Orders Quarterly Adjustments: For CLIENTS that own individual stocks and/or ETFs and have elected the use of “Stop Losses”, ADVISOR will maintain a target ratio as a percentage of the market value (e.g. 85%). The target ratio will not be adjusted more often than quarterly.
• CLIENT Distributions/Contributions into or from Investment Accounts: For Accounts with distribution/contribution plans to adjust existing instructions on file with custodian to meet any necessary adjustment. (11)
• Tax Harvesting of Losses/Gains: The action of locking in capital losses/gains on any asset that meets a CLIENT’s tax harvesting target. Once a gain/loss has been realized the proceeds will either be deposited in cash or invested in ADVISORS ETF benchmark investment alternative for the investment sold. (2)
• Wash Sale Avoidance and 31-Day Trade Reversal: Unless otherwise agreed upon between ADVISOR and CLIENT at the time that a qualified trade has occurred, the proceeds from the sale of any subsequent investment will be used to reverse the original trade and buy- back the original investment (if available). This buy-back trade will occur following a 31-day waiting period. The 31-day waiting period is required in order to comply with IRS regulations on wash-sale rules. The reversal of qualified trade will occur following any asset that has been previously sold with the objective to avoid a capital gain or to lock in a capital loss. (8)
• Switch Mutual Funds to Lower Costing Share Classes: To switch the shares of the same mutual fund from an existing high cost share class into a lower cost share class alternative, if allowed by the mutual fund distributor/custodian. (9)
• CLIENT Requests for Funds from Portfolio: Request for proceeds (e.g. loans, purchase new car, gift, college cost, down payment, etc.) authorizes ADVISOR to liquidate any position(s), from any account(s), necessary to raise such funds. (12)
• Negative Cash Balance Account Avoidance: ADVISOR is authorized to liquidate any asset, in any account, that has or will have, a negative Account balance resulting from a debit transaction (e.g. monthly distribution, advisory fee, insurance premium, request for funds, etc.). (13)
• Portfolio Rebalancing: To rebalance portfolio consistent with existing (or previously owned) security positions to maintain the agreed upon asset allocation. (14) G:\WINWORD\COMPLIANCE\Brochure\2023\2023 - Brochure - Annual Delivery - Ver 2023-2-15.docx - 13 -
• Investment of CLIENT Contributions to Portfolio: When proceeds are contributed to the portfolio ADVISOR is allowed to add proceeds to existing investment to rebalance portfolio. (15)
• Deceased CLIENT Actions: To liquidate assets upon client passing away, update cost basis, terminate distributions, etc. (16)
• Option Contracts Upkeep: ADVISOR is authorized to: (1) close out any option contract strategy, prior to the expiration date, (2) to roll forward and reset an existing Option strategy on a preexisting security positions necessary to meet target asset allocation within 45 days of expiration, (3) to avoid the option contract from falling into a negative value position beyond an amount predetermined by client as result of a market movement (4) ADVISOR can lock in a profit/loss to avoid an assignment or reset any existing option contract (17)
• Mutual Funds Management Style Substitution: Stock mutual fund management styles generally fall into one of three common strategies Blend (aka Core), Growth or Value. A Blend (or Core) management style is a common substitute to a proportional mix (50/50) of assets invested between growth and value mutual funds of the same asset class. ADVISOR is authorized when deemed beneficial to the CLIENT to use either investments in blend mutual funds as a substitute for a 50% value and 50% growth mutual fund allocation or vise-a-versa. (18)
• Adjustments to Required Minimum Distributions (RMDs): To sell necessary asset(s) to raise cash to meet Required Minimum Distribution. (19)
• Mutual Funds Tax Avoidance Strategies: When ADVISOR discovers that a CLIENT owns an after-tax mutual fund which if held, is projected to payout a larger capital gain (or dividend) distribution than the current unrealized gain if sold, ADVISOR may sell mutual fund prior to the distribution date that would realize the large taxable distribution for the CLIENT. (21)
• Roth Conversions: A Roth conversion occurs when money is moved from a tax deferred account to a Roth (tax-free) account. The movement of money is a taxable event. When a CLIENT desires to complete a Roth conversion, ADVISOR may select the asset(s) necessary to sell or transfer to complete the desired conversion. (22)
• Switch an Asset to a different Registration within the Portfolio: When moving an asset to a different registration is deemed to be beneficial to CLIENT by ADVISOR, advisor may sell such asset and repurchase it in another registration. This may occur when money is moved from a tax deferred account to a taxable account (or vis-a-versa) or from one owner to the other. (For example: Selling ABC in account #1 and buying XYZ in account #1, then selling XYZ in account #2 and repurchase ABC in account #2.) This is called a “double switch”. The movement of money maybe a taxable event. ADVISOR may select the asset(s) necessary to switch. (23) When multiple CLIENTs engage ADVISOR as a “couple”, they do so with the intent of doing so in the best interest of both parties. CLIENT’s who are a couple authorize ADVISOR to accept investment instructions from one of the multiple parties regardless of registration of investment accounts. Please Note: Inverse/Enhanced Market Strategies. VFA may utilize long and short mutual funds and/or exchange traded funds that are designed to perform in either an: (1) inverse relationship to certain market indices (at a rate of 1 or more times the inverse [opposite] result of the corresponding index) as an investment strategy and/or for the purpose of hedging against downside market risk; and (2) enhanced relationship to certain market indices (at a rate of 1 or more times the actual result of the corresponding index) as an investment strategy and/or for the purpose of increasing gains in an advancing market. There can be no assurance that any such strategy will prove profitable or successful. In light of these enhanced risks/rewards, a CLIENT may direct the VFA, in writing, not to employ any or all such strategies for his/her/their/its accounts. Please Note: Non-Discretionary Service Limitations. CLIENT’s that determine to engage VFA on a non-discretionary investment advisory basis must be willing to accept that VFA cannot effect any account transactions without obtaining prior verbal consent to any such transaction(s) from the CLIENT. Thus, in the event of a market correction during which the CLIENT is unavailable, VFA will be unable to effect any account transactions (as it would for its discretionary CLIENT’s) without first obtaining the CLIENT’s verbal consent. Trade Error Policy: It is VFA's policy that trade errors be resolved in the CLIENT’s favor. CLIENT accounts that experience a loss resulting from VFA's trade errors shall be reimbursed. CLIENT accounts that experience a gain resulting from VFA's trade errors shall not experience the benefit of those gains; rather, any such gains will be donated to the charity of VFA's choice. No CLIENT will bear the cost of the trade error, and the firm may not permit one CLIENT’s account to be used to correct an error made on behalf of another CLIENT. Any VFA representative who identifies a potential trade error shall immediately report such potential trade error to the Chief Compliance Officer. The CCO shall be responsible for promptly investigating the alleged error, and, if the CCO determines that an actual trade error occurred, for correcting the actual trade error. The CCO may determine to inform VFA's errors and omissions carrier of the trade error and any claims arising out of the trade error. The Chief Compliance Officer shall maintain all relevant information about the trade error, including information about the discovery, cause, and resolution thereof." CLIENT Obligations: In performing its services, VFA 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. Moreover, each CLIENT is advised that it remains his/her/its responsibility to promptly notify VFA if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising VFA’s previous recommendations and/or services. Disclosure Statement: A copy of this written Brochure is provided to each CLIENT prior to, or contemporaneously with, the execution of the Investment Advisory Agreement or Financial Planning and Consulting Agreement, and thereafter on an annual basis within 120 days after then of VFA’s fiscal year. Any CLIENT who has not received a copy of VFA’s written Brochure at least 48 hours prior to executing the Investment Advisory Agreement or Financial Planning and Consulting Agreement shall have five business days subsequent to executing the agreement to terminate the VFA’s services without penalty. VFA shall provide investment advisory services specific to the needs of each CLIENT. Prior to providing investment advisory services, an investment adviser representative will ascertain each CLIENT’s investment objective(s). Thereafter, VFA shall allocate and/or recommend that the CLIENT allocate investment assets consistent with the designated investment objective(s). The CLIENT may, at any time, impose reasonable restrictions, in writing, on the VFA’s services. G:\WINWORD\COMPLIANCE\Brochure\2023\2023 - Brochure - Annual Delivery - Ver 2023-2-15.docx - 14 - 1. VFA does not participate in a wrap fee program. As of December 31, 2022 VFA had $265,441,814