Veratis Advisors Inc

Item 5 Fees and Compensation
Advisory Services for Retirement Plan Clients
Our firm is paid only by its clients and receives no compensation from any other source. Advisory fees
may be fixed-fees, ranging from $18,000 to $125,000 annually, or they may be asset-based fees,
typically ranging from an annualized 0.25% to 0.90% of assets under management. In limited
circumstances, a higher fee may be charged based on individual client circumstances as negotiated
with the client. Fees may be negotiated in certain circumstances where VAI deems the standard fee

schedule to be inappropriate for a particular client. Special circumstances which are considered in fee
negotiations include factors such as geographic location of the client, employee education
commitments, degree of interaction between the client and other retirement plan service providers,
level of engagement risk, etc.

Hourly fees may be charged for services performed outside the scope of our normal arrangements.
Clients will be notified of such services and fees before projects begin.

Fees may be charged for individuals participating in continuing education seminars provided by the
firm.

Asset-based and fixed fees are billed every three months (in arrears), based on the current market
value of the Plan assets on the last trading day of the three-month period. Hourly fees are due within
30 days of services rendered. VAI does not accept payments in advance of services.

You may terminate the service agreement upon 30 days written notice. You will incur a pro rata
charge for services rendered prior to the termination of the service agreement, which means you will
incur fees only in proportion to the number of days in the quarter for which you are a client.

VAI submits an invoice for services (in arrears) at the close of each quarter and the plan sponsor has
the option of paying the invoice directly or sending it to the Trust for payment.

There are additional Plan-related fees a client may encounter that are not imposed or collected by VAI.

    1. Mutual funds charge management fees and may also charge 12b-1 fees as part of the expense
       of operating the fund. Such fees are ultimately borne by the client. These fees and expenses
       are described in each fund's prospectus and will usually include a management fee, other fund
       expenses and perhaps a distribution fee. If the fund imposes sales charges, a client may pay
       an initial or deferred sales charge as well. A part of the services VAI provides includes
       assisting the client in determining the most appropriate mutual funds for each client's plan size
       and objectives.
    2. Some investments may pay "soft dollars," "revenue sharing dollars," or "rebates." VAI does not
       accept these dollars. Any such monies will be paid to the clients, and VAI advises clients to use
       the funds either to offset retirement plan operation costs or to deposit the funds in the trust for
       allocation to participant accounts. The tracking, handling and ultimate disposition of these
       dollars are carried out by the custodian, trustee, and/or administration/recordkeeping firm. VAI
       does not take responsibility for the disposition of these dollars.
    3. Transaction fees are charged by brokers executing trades in certain mutual funds and on all
       individual stock and bond trades.

VAI does not sell securities or any other type of investment product.

Advisory Services for Personal Clients
Portfolio Management Services
Our fee for portfolio management services is based on a percentage of the assets in your account.
Our annual fee is up to 1.00% of your assets under management, which is billed and payable quarterly
in arrears based on the balance on the last trading day of the previous quarter. We may, in certain
circumstances, charge a fixed fee in lieu of an asset-based fee of no more than 1.00% of the client's
assets under management. Our fee is determined by the service option(s) you select and the amount
of your assets under management with our firm. Beyond the service option(s) selected and total asset
levels, special circumstances that may impact fees include geographic location of the client, the
location of review meetings, the number of review meetings per year, and other client-specific

circumstances. We may also charge per hour fees, at a rate of up to $300 per hour, for services above
and beyond the agreed portfolio management services. These services may include, but are not
limited to, significant unsolicited investment plan changes, advanced financial planning, and research
and analysis on investments not generally used by our firm.

If the portfolio management agreement is executed at any time other than the first day of a calendar
quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in
proportion to the number of days in the quarter for which you are a client.

We will send you an invoice for the payment of our advisory fee, or you may choose to have your
advisory fee paid directly from your account through the qualified custodian holding your funds and
securities, an option which requires you to first provide us with a written authorization giving permission
for this method of payment. The qualified custodian will deliver an account statement to you at least
quarterly. These account statements will show all disbursements from your account. You should
review all statements for accuracy.

You may terminate the portfolio management agreement upon 30 days written notice. You will incur a
pro rata charge for services rendered prior to the termination of the portfolio management agreement,
which means you will incur advisory fees only in proportion to the number of days in the quarter for
which you are a client.

Transaction fees are charged by brokers executing trades in certain mutual funds and on all individual
stock and bond trades.
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Item 7 Types of Clients
We provide retirement plan services to plan sponsors. Our typical minimum is $5,000,000 in Plan
assets, but this minimum may be negotiated on a case-by-case basis.

We also offer investment management services to individuals (other than high net worth individuals)
and high net worth individuals. We typically require a minimum of $1,000,000 to open and maintain a
managed account; however, such minimum may be lowered in our sole discretion depending on
individual client circumstances.