Verdence Capital Advisors LLC

Item 5       Fees and Compensation

A.
                                           FEE SCHEDULE
     The Registrant’s legacy annual investment advisory fee for discretionary investment
     advisory services shall vary from negotiable up to 1.30% of the total assets placed under
     the Registrant’s management/advisement and shall be based upon various objective and
     subjective factors. For new clients onboarded on or after April 1, 2022, the tiered schedule
     shown below applies. The rates shown below apply to the market value of all assets under
     management, including cash balances that are available for investment. These rates
     represent annual fees, which are billed quarterly in advance.

             Annual Fee Schedule:
             First $5,000,000: 1 percent
             Next $5,000,000: 0.75 percent
             Next $15,000,000: 0.65 percent

        Next $25,000,000: 0.55 percent
        Next $50,000,000: 0.45 percent
        Balance: 0.30 percent

There are exceptions to the fee schedule shown above, which generally are as follows: (a)
fees for existing Registrant clients that are subject to a lower fee than shown above will
remain at the lower fee; (b) fees for Family Office clients may vary based upon the scope
of services; and (c) the Registrant may negotiate fees with any new advisors joining the
firm who have established relationships with clients they bring to the Registrant which
could result in their fees diverging from the above fee schedule. See Item 5 for more
information.

Important Notes to the Fee Schedule:
   • The minimum threshold for fees and/or Assets Under Management is at times
       adjusted based upon an estimation of the complexity and time anticipated for the
       services to be rendered.
   • Clients who engaged the Registrant's services prior to April 1, 2022 were
       grandfathered under their pre‐existing fee schedules as same are annexed to the
       Investment Advisory Agreement between the client and the Registrant.
   • Clients who were previously served by Vantage Private Wealth were
       grandfathered under their pre-existing fee schedules as same are annexed to the
       Investment Advisory Agreement between the client and the Registrant. For legacy
       Vantage clients who choose to use margin in their managed account for cash needs
       as an alternative to other borrowing options, the advisory fee will continue to be
       assessed gross of the margin amount.
   • Fee assessments will be pro‐rated for partial periods in which client accounts are
       managed by the Registrant.
   • When applicable, accounts will be “householded” to establish fee tiers.
       “Householding” is the practice of aggregating multiple client accounts—typically
       across related individuals (e.g., spouses or family members sharing the client’s
       household—for purposes of applying tiered fee schedules or breakpoint discounts
       based on total combined assets under management. Verdence households are
       generally listed in the client’s Verdence Investment Advisory Agreement or related
       addendum.

The Registrant, in its sole discretion, in certain situations, reduces its investment
management fee and/or reduces or waives its minimum asset or fee requirement based upon
certain criteria (i.e., anticipated future earning capacity, anticipated future additional assets,
dollar amount of assets to be managed, related accounts, account composition, negotiations
with client, etc.). When calculating advisory fees, the Registrant will generally aggregate
account values for each client relationship, which will typically include accounts of both
spouses and minor children, and (at the exclusive discretion of the Registrant) occasionally
include adult children as well. Fees for employee and family accounts are generally
discounted or waived.

                                    VERDENCE/FAMILY
The fee schedule outlined above generally applies to Verdence/FAMILY clients, however
such fees may vary based upon the scope of services provided.

                                         VERDENCE/PRO
    The fee schedule outlined above applies to Verdence/PRO clients, however such fees may
    vary based upon the scope of services provided.

                                                RIA+
    OCIO Sub-advisory Fees: For each client account to which the Registrant provides sub-
    advisory services, the independent adviser shall pay a fee to the Registrant as specified in
    the applicable Investment Strategy Addendum, which is incorporated into the Sub-advisory
    Agreement. The fee is deducted from the client account, with a portion retained by the
    Registrant and the remaining fee distributed to the underlying asset managers. The fee is
    separate from and will not include the costs of brokerage commissions, dealer spreads, and
    other costs associated with the purchase or sale of securities, custodian fees, interest, taxes,
    and other account expenses, which are charged in addition to the fee, and are solely the
    responsibility of the client (and paid to parties other than the Registrant and the independent
    adviser).
    OCIO Consulting Fees: The fees payable for OCIO consulting services include an annual
    base fee which is negotiated on the basis of factors that include the scope of services
    utilized, the size of the independent adviser as measured by users and assets under
    management, among others. The fee is payable quarterly in advance. The Registrant’s fee
    schedule incorporates an annual fee increase which varies but approximates 5%. The first
    fee increase shall commence on the first anniversary date following commencement date
    of the Agreement and is assessed annually going forward. If either party terminates the
    Agreement prior to The Registrant shall refund a pro rata portion of any fees paid in
...

Item 7           Types of Clients

         The Registrant’s clients generally include individuals, business entities, pension and profit-
         sharing plans, trusts, estates, charitable organizations, independent investment, and
         advisers. The Registrant generally requires a minimum annual fee of $10,000. The
         Registrant, in its sole discretion, reduce or waive its minimum annual fee requirement
         and/or charge a lesser investment management fee based upon certain criteria (i.e.,
         anticipated future earning capacity, anticipated future additional assets, dollar amount of
         assets to be managed, related accounts, account composition, negotiations with client, etc.).