VERIS WEALTH PARTNERS, LLC

veriswp.com PART 2A OF FORM ADV: FIRM BROCHURE 1. COVER PAGE Veris Wealth Partners, LLC 1111 Broadway Suite 300 Oakland, CA 94607 Ph. 415.814.0580 www.veriswp.com May 30, 2025 This disclosure brochure describes the services, fees, and business practices of Veris Wealth Partners, LLC (“Veris,” the “Firm,” “its,” “we,” or “us”). Among other things, we will describe our sustainable, responsible, and impact investing services. If you have any questions about the contents of this disclosure brochure, please contact the Firm’s Chief Compliance Officer, Richard Chen, or the Firm’s Chief Operating Officer, Sheryl Kucer, at (212) 349-4172. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about Veris Wealth Partners, LLC, is available on the SEC’s website at www.adviserinfo.sec.gov. Veris Wealth Partners, LLC, is a registered investment adviser. Registration does not imply a certain level of skill or training. Veris Chief Compliance Officer, Richard Chen, remains available to address any questions regarding the above changes, or any other issue pertaining to this Brochure. He can be contacted at info@veriswp.com. 2. MATERIAL CHANGES Veris Wealth Partners, LLC, is required to report any material changes to its disclosure brochure since its last annual updating amendment, dated March 28, 2025. The Firm has no material changes to report. • 3. TABLE OF CONTENTS 1. COVER PAGE ............................................................................................................................................................... 1 2. MATERIAL CHANGES ................................................................................................................................................... 1 3. TABLE OF CONTENTS .................................................................................................................................................. 1 4. ADVISORY BUSINESS .................................................................................................................................................... 3 BACKGROUND & PRINCIPALS ..................................................................................................................................... 3 OUR COMPARATIVE ADVANTAGES ............................................................................................................................. 4 Page 1 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com TYPES OF ADVISORY SERVICES .................................................................................................................................... 5 WHAT WE MEAN BY ADVISORY SERVICES............................................................................................................... 5 WHAT WE MEAN BY IMPACT AND SUSTAINABLE INVESTING ................................................................................. 6 DEFINITIONS ........................................................................................................................................................... 6 HOW WE WORK WITH OUR CLIENTS ...................................................................................................................... 7 IMPACT INVESTING SOLUTIONS PROGRAM ............................................................................................................ 8 FINANCIAL PLANNING AND CONSULTING REVIEW ................................................................................................. 8 CUSTOMIZED PORTFOLIOS & PORTFOLIO RESTRICTIONS ........................................................................................... 9 USE OF INVESTMENT MANAGERS ............................................................................................................................ 10 INVESTMENTS IN PRIVATE FUNDS ............................................................................................................................ 10 WRAP FEE PROGRAMS ............................................................................................................................................. 11 CLIENT ASSETS UNDER MANAGEMENT .................................................................................................................... 11 5. FEES & COMPENSATION ........................................................................................................................................... 11 INVESTMENT MANAGEMENT FEES ........................................................................................................................... 11 FINANCIAL PLANNING & CONSULTING FEES ............................................................................................................. 12 FEE PAYMENTS & BILLING ......................................................................................................................................... 13 OTHER FEES & EXPENSES .......................................................................................................................................... 13 ADJUSTMENTS TO FEES ............................................................................................................................................ 13 6. PERFORMANCE BASED FEES & SIDE-BY-SIDE MANAGEMENT ................................................................................... 14 7. TYPES OF CLIENTS ..................................................................................................................................................... 14 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES, & RISK OF LOSS ....................................................................... 14 METHODS OF ANALYSIS & INVESTMENT STRATEGIES .............................................................................................. 14 HOW WE IMPLEMENT OUR INVESTMENT PHILOSOPHY .......................................................................................... 15 ASSET ALLOCATION MODELS ................................................................................................................................ 16 DUE DILIGENCE PROCESS ..................................................................................................................................... 16 Inclusion and Belonging in Veris’ Investment Philosophy and Process ..................................................................... 17 SELL DECISIONS ........................................................................................................................................................ 18 RISK OF LOSS ............................................................................................................................................................ 18 9. DISCIPLINARY INFORMATION ................................................................................................................................... 21 10. OTHER FINANCIAL INDUSTRY ACTIVITIES & AFFILIATIONS ..................................................................................... 21 RELATED INVESTMENT ADVISER ............................................................................................................................... 21 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS, & PERSONAL TRADING ...................... 22 CODE OF ETHICS ....................................................................................................................................................... 22 Page 2 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com CONFLICTS OF INTEREST WHEN BUYING OR SELLING SECURITIES ........................................................................... 22 CONFLICTS OF INTEREST & PERSONAL TRADING ...................................................................................................... 22 CONFLICTS OF INTEREST WHEN RECOMMENDING SECURITIES ............................................................................... 23 12. BROKERAGE PRACTICES .......................................................................................................................................... 23 FACTORS WE CONSIDER WHEN SELECTING OR RECOMMENDING BROKER-DEALERS .............................................. 23 RESEARCH BENEFITS ................................................................................................................................................. 24 BROKERAGE FOR CLIENT REFERRALS .................................................................................................................... 25 DIRECT BROKERAGE ............................................................................................................................................. 25 AGGREGATION OF TRANSACTIONS ........................................................................................................................... 25 13. REVIEW OF ACCOUNTS & REPORTS ........................................................................................................................ 25 ACCOUNT REVIEWS .................................................................................................................................................. 25 REPORTS ................................................................................................................................................................... 26 14. CLIENT REFERRALS & OTHER COMPENSATION ....................................................................................................... 26 RECEIPT OF OTHER ECONOMIC BENEFITS ................................................................................................................ 26 PAYMENT FOR CLIENT REFERRALS ............................................................................................................................ 26 15. CUSTODY ................................................................................................................................................................ 26 16. INVESTMENT DISCRETION ...................................................................................................................................... 27 17. VOTING CLIENT SECURITIES .................................................................................................................................... 27 18. FINANCIAL INFORMATION ...................................................................................................................................... 28 19. SUPPLEMENTAL INFORMATION .............................................................................................................................. 28 BUSINESS CONTINUITY AND CONTINGENCY PLAN ................................................................................................... 28 4. ADVISORY BUSINESS BACKGROUND & PRINCIPALS Veris is a Registered Investment Advisory firm founded in July 2007 whose principal owners are listed in Part 1A of Form ADV. Veris Wealth Partners is an independent, majority woman-led firm that serves as an investment advisor to endowments, foundations, high-net worth individuals, and families with the dual aim of meeting both their financial and impact investing goals. Utilizing its expert knowledge of the sustainable investing landscape and relevant financial, Environmental, Social, and Governance (ESG) and Inclusion and Belonging issues, Veris structures diversified portfolios that aim to drive positive change while bringing rigor and discipline to the investment process. Our collective Page 3 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com decades of experience gives us uncommon firsthand experience understanding how application of ESG criteria impacts portfolios over a variety of market cycles and conditions. Since our founding in 2007, Veris has been one of the only 100% impact and ESG focused wealth management firms in the United States. We operate based on our belief that investing in companies committed to sustainability, Inclusion and Belonging, and ESG principles can deliver competitive market performance while mitigating risk and that investors can have positive social and environmental impact across asset classes and strategies through ESG integrated investing, shareholder advocacy, and thematic impact investing. We fervently believe that it’s critical that impact-focused foundations and endowments engage with an advisory firm significantly experienced in sustainable and impact investing in order to maximize the advancement of their mission. Mission and Vision • Our firm’s vision is to create an equitable, just, and sustainable world. • Our mission is to utilize financial markets to direct capital to environmentally and socially sustainable and regenerative endeavors. • Our firm’s independence means that no outside influence or conflicting corporate interests distract us from our mission. Veris Values • Integrity: Our professional and moral integrity is at the foundation of everything we do. We seek to do the right thing, even when it means taking a more challenging path. • Equity and Justice: We believe in social and environmental justice and equity for all and strive to be unbiased in all our actions. • Global Sustainability: As a Certified B Corporation, we do more than talk about sustainability–we work to achieve a sustainable society and environment globally. • Inclusion and Belonging: We celebrate our differences and believe that they make us stronger. We strive to create a culture of inclusion and belonging for all. • Community and Connection: We value relationships and work in close collaboration with our clients, partners, managers, and our colleagues in the industry at large. • Authenticity: We strive to live our values every day. We demonstrate our commitment to authenticity in how we work, invest and serve our clients. OUR COMPARATIVE ADVANTAGES We believe Veris stands out among other advisory firms in the following ways: • Decades of Experience Serving Foundations: Our advisors collectively have decades of experience serving public and private foundations. We have been serving endowments since our firm was first founded in 2007. We have advised many large foundations (some with assets exceeding $1 billion) at various stages of their ESG investing journey. Page 4 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com • National and Long-time Expertise in Sustainable Finance: We are one of the first and longest serving ESG/Impact-Only advisory firms in the United States. Our advisors collectively have decades of experience building impact investment portfolios and sustaining those portfolios through a variety of market conditions. Over longer time horizons, we believe portfolios integrating environmental, social, and governance factors benefit through risk reduction. Beyond this, we have also developed thematic expertise, which means portfolios can be not only more generally ESG-focused, but also tilt towards Environmental or Social themes of the client’s choice. • Ability to Identify ESG Factors That Create Vulnerabilities: Tilting the portfolio to emphasize certain impact themes has the potential to create portfolio vulnerabilities, either in combination or at specific points in the market cycle. Veris’ Investments team applies their collective experience and expertise with the aims of helping foundation and other clients maximize their desired impact while proceeding with prudence and adherence to the risk and return profile needed to support their mission in perpetuity. • Impact and Financial Rigor: In recent years, investment strategies labeled as “ESG” and/or impact have populated the marketplace. Many advisors are now able to build an investment portfolio that, at least on the surface, appears to comply with investor’s ESG guidelines and impact goals. Unfortunately, not all strategies employed by investment advisors apply meaningful impact rigor and many strategies utilized by advisors may be vulnerable to systemic or market risk. We differentiate between ESG criteria that we believe help reduce risk and improve outcomes from those that have the potential to impair a portfolio during certain portions of a market cycle. Veris’ Investments Team works to understand the client’s desired impact goals and to measure the financial and impact outcomes of each strategy. We believe this experience goes a long way towards helping foundations and other clients fulfill their mission while heeding market risk. TYPES OF ADVISORY SERVICES The following sections provide a description of the services we offer, our approach to impact investing, and the ways we work with our clients. WHAT WE MEAN BY ADVISORY SERVICES For foundations and endowments, Veris offers numerous advisory solutions designed to meet each client’s needs and objectives. Such services range from providing due diligence and investment recommendations that can be implemented by our clients to providing discretionary or non-discretionary management of investment portfolios designed to implement our recommendations. For clients with limited in-house resources and/or an investment committee that seeks to delegate portfolio implementation, we offer discretionary investment management or Outsourced Chief Investment Officer (“OCIO”) services. For those clients that seek a similar level of implementation support while reserving the right to accept or reject Veris’ recommendations, we offer non-discretionary investment management services. Veris typically only advises foundations where we can advise the client with respect to their entire portfolio because of risks that are difficult to manage when we only see a portion of the client’s investable assets. Veris also offers foundation and endowment clients a suite of educational programs on topics including endowment management and fiduciary responsibility, spending policies, introduction to impact investing, introduction to mission-related investing, introduction to Community Wealth Building Investing, Climate Page 5 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com Solutions Investing, Gender & Racial Equity Investing or other thematic topics, shareholder engagement guidelines or other specific topics related to economic, market & investment topics, or impact investing. For families and high-net-worth individuals, we offer a variety of wealth management services. Wealth management is more than management of an investment portfolio, as it can encompass all parts of a person’s financial life. We provide our clients with a variety of financial advisory services to assist them in managing the entirety of their financial affairs. This includes, among other things, investment management and financial and retirement planning. We also provide support to our clients with respect to philanthropic and estate planning by working with our clients’ other professional advisors. We will recommend the services of other professionals for services outside our area of expertise if needed. Our investment management services are primarily focused on managing clients’ investable assets. We make investment recommendations, analyze portfolios, and research investment opportunities suitable for our clients. WHAT WE MEAN BY IMPACT AND SUSTAINABLE INVESTING Veris defines impact investing as investments made with investment managers or investments in funds, companies, or other instruments (collectively, “investments”) with the intention of generating positive social and environmental impact without compromising financial returns. We seek out investment managers and investments that incorporate sustainability analysis and/or environmental, social, and governance (“ESG”) criteria into their investment philosophy to identify impact and sustainable investments. We believe these investment managers and investments gain additional insight into potential business risks and opportunities by incorporating ESG criteria. Additionally, we seek managers and funds that can demonstrate impact in one or more of four areas: Climate Solutions and the Environment, Community Wealth Building, Racial and Gender Equity, and Sustainable and Regenerative Agriculture. Investment managers and investments that focus on sustainable investing seek to invest in companies with practices, products, and/or services that can mitigate risks through their evaluation of externalities (e.g., greenhouse gas emissions, mining pollution, unfair employment practices, lax corporate governance, etc.). We believe that investment managers and investments utilizing ESG and sustainability analysis are able to identify companies with quality management teams and business operations and are positioned to perform better than their peers in the long run. We also include the concept of Inclusion and Belonging in our approach to impact investing – and seek out investments, regardless of sector, theme, or asset class, with a certain level of commitment to Inclusion and Belonging. DEFINITIONS Environmental, Social, and Governance (“ESG”) Investing: An investment is generally considered an ESG investment when its investing philosophy considers a company’s ESG practices, both positive and negative, as a factor for portfolio inclusion. ESG investment processes seek to identify companies with very high ESG performance and companies with better ESG performance than their industry peers. Socially Responsible Investing (“SRI”): An investment is generally considered to be an SRI investment when it incorporates screening of controversial business practices and ESG analysis. Shareholder advocacy and community/impact investing are additional strategies an SRI fund or manager may utilize. Page 6 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com Mission-Related Investing (“MRI”) or Mission Investing (“MI”): MRI is an investment approach used primarily by foundations and other mission-driven organizations. This investment approach aligns financial assets with mission outcomes in an effort to meet targeted financial returns and amplify the impact of programmatic activity. MRI includes traditional investments (seeking market rate returns) as well as Program Related Investments (PRI), where the primary intent is a high level of mission-aligned impact. Sustainable Investing (“SI”): While all of the above-described practices are generally considered to be sustainable, this paragraph describes a specific investment philosophy referred to as Sustainable Investing. An investment is generally considered to be a sustainable investment when it assesses a company’s process for addressing sustainability issues as an investment lens to identify quality management teams and companies providing innovative solutions to sustainability issues. Sustainability issues include, but are not limited to, excessive carbon emissions, pandemics, resource depletion and scarcity, corporate governance, environmental degradation, and poverty. Impact Investing: An impact investment addresses social and/or environmental challenges while generating financial returns. Impact Investing refers to the component of portfolios most targeted at achieving environmental and social impacts. Such impacts can be achieved by using investment products ranging from fixed-income community impact notes to highly targeted environmental private equity funds. Veris seeks to identify impact investments across asset classes. Inclusion and Belonging. Inclusion and Belonging corresponds to a set of values that advance the concept of equal treatment of individuals regardless of background, and celebrating that diversity through inclusion and a sense of belonging of all team members. We believe that these practices lead to higher performing businesses and investments. HOW WE WORK WITH OUR CLIENTS We work with our clients—endowments, families, and foundations—to understand their financial assets, financial goals, needs and objectives, and impact objectives through conversations, interviews, and client questionnaires. Understanding a client’s portfolio funding requirements, risk tolerance, and impact objectives provides us with the necessary information to construct a portfolio to meet short-to-medium-term spending requirements and long-term growth goals. We allocate funds that are needed for short-to-medium-term spending requirements, whether it is for a client’s living expenses or a foundation’s grantmaking to a spending allocation that is invested in cash, cash equivalents, and short-to-medium-term high-quality bonds and bond funds. Long-term growth assets are allocated to a sustaining growth portfolio based on identifying the appropriate risk model for a client. We strive to allocate the client’s sustaining growth portfolio across a globally diversified equity portfolio and, if appropriate, an alternative assets portfolio. As appropriate, Veris allocates assets among investment funds (including mutual funds, exchange-traded funds (“ETFs”), and private funds (including, without limitation, private equity funds, real estate funds, and funds-of-funds)), other investments, and third-party investment managers (including separate account managers, subadvisors, and third-party investment management platforms). We then select one or more investments for each of the asset classes in their appropriate risk model. For foundations and endowments, we can develop and draft an investment policy statement (“IPS”) as appropriate. We may also follow a client’s existing IPS. We facilitate discussions among multiple family members or members of Boards of Directors to draft an IPS that outlines an organization’s investment time horizon, return objectives, income and liquidity needs, investment restrictions, and impact objectives. If a client has an IPS before engaging us, we will review the client’s current IPS and make recommendations as Page 7 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com needed. Core to our work with foundations and endowments is providing asset allocation guidance, portfolio construction, implementation, and ongoing portfolio maintenance. We implement the investment policy and impact policy guidelines through the construction of the portfolio. We typically recommend third-party managers and their products to our clients instead of investing their assets directly. We seek to identify managers with expertise and a strong risk-adjusted financial performance and demonstrated impact in their specific investment mandate. In limited circumstances, depending on the needs of the client, we will also directly manage or advise a client with respect to individual securities and/or investments without delegating responsibility to a third-party manager. We offer our clients online access to their portfolio holdings, transaction reports, daily performance, and quarterly performance reports through Envestnet. Client assets and portfolios not managed by Veris may be included in a client’s online reporting (aggregate reporting) for an additional fee. At a minimum, we offer our clients a meeting annually and encourage them to update us promptly regarding any changes in their financial circumstances. Our investment philosophy and process are the same across our investment services and products. Please see Item 8 for additional details regarding our investment philosophy and process. We specialize in, but are not limited to, sustainable investment options. Please see Item 8 for a description of how we customize portfolios. IMPACT INVESTING SOLUTIONS PROGRAM We recommend our clients use the Envestnet Asset Management Platform (the “Platform”), which provides investment advisers such as Veris with portfolio management, technological, administrative, reporting, and other back-office services that allow Veris to manage its own portfolios and access investment managers that provide discretionary services in the form of traditional managed accounts and investment models. In the near future, the firm will migrate to Tamarac (an Envestnet Company) to improve upon its current Envestnet Asset Management Platform. FINANCIAL PLANNING AND CONSULTING REVIEW We offer our clients a broad range of financial planning and consulting services, typically in conjunction with our investment management services. To perform our financial planning and consulting services, we rely upon information furnished by our clients and their other professional advisers (e.g., and accountants, and consultants). Our financial planning analysis is conducted on the eMoney online platform. When we provide stand-alone financial planning and consulting services, which is only done on a limited basis, such services generally include several meetings and/or steps: Establishing and defining the client-advisor relationship Implementing the recommendations • • Gathering client data including goals • Analyzing and evaluating the client’s current financial status • Developing and presenting recommendations and/or alternatives • • Monitoring the recommendations Clients who engage Veris for stand-alone financial planning and consulting services receive a customized plan detailing the services we will provide and our recommendations. We may recommend our services Page 8 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com and/or other professionals, such as accountants, estate planning attorneys, and philanthropic consultants, to assist in implementing our recommendations. A conflict of interest exists if we recommend our own services, including but not limited to our investment management services, or the services of other professionals with whom we have a business relationship. Clients are free to choose other professionals to implement our recommendations. Even if we are not engaged for stand-alone financial planning and consulting services, we provide a limited amount of such services to our clients, which is included in their annual investment management fee. We offer the following services: Financial Planning: • Retirement accumulation planning • Retirement income planning • Education and college planning • Employer retirement planning (reviewing 401k or 403b asset allocations) • Employee benefits planning • Budget and cash flow planning • Financial impact planning of life events, such as a new job, divorce, inheritance, asset liquidation/purchase, and the birth/death of a family member Consulting: IPS drafting or review to address financial and mission/impact guidelines Impact investment manager search and selection • Providing mission-related investing and impact investing education • Development of mission-related investing and impact investing guidelines and implementation plans • • • Miscellaneous consulting such as the selection of a bookkeeper In Consultation with Clients' Other Professional Advisers: Insurance planning (e.g., life, health, disability) Tax planning Elder care planning Estate planning Succession planning • • • • • Philanthropic planning • Philanthropic Planning: We assist clients in determining guidelines for philanthropic spending, identify assets to gift and suitable charitable vehicles, and assist in aligning client giving with their sustainability objectives. We may recommend the services of philanthropic consultants and/or charitable services such as Donor Advised Funds (“DAFs”). Clients are responsible for the fees and expenses associated with such philanthropic consultants and DAFs. Philanthropic contributions are managed on a client-by-client basis. CUSTOMIZED PORTFOLIOS & PORTFOLIO RESTRICTIONS Veris utilizes a goals-based investing approach and seven risk models for client portfolios. There are scenarios when one of our risk models may not be appropriate for a client. In such a case, we may recommend (or the client may choose) a non-standard asset allocation model. Two examples are: Page 9 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com • A client with significant assets held outside of Veris. It is our objective to consider all of a client’s assets and assist the client in having the entirety of their assets at an appropriate level of risk. For example, if a client owned illiquid real estate investments outside of the assets managed by Veris, we would look to adjust their risk model to account for their additional real estate holdings. • A client with a portfolio of low-cost basis securities. It might not be prudent for the client to sell their low-cost basis stock all at once and transfer the proceeds to one of our risk models. Depending on the circumstances, the better strategy might be to liquidate the securities over multiple years to minimize the potential tax consequences associated with selling them. Veris might adjust the client’s risk model when taking into consideration the client’s low-cost basis securities. A client’s portfolio can also be customized to meet the client’s impact objectives. Veris can customize portfolios in several ways. We can focus the impact of a client’s portfolio using one or more impact themes such as climate solutions and the environment, community wealth building, racial and gender equity, and sustainable and regenerative agriculture. Certain third-party managers we utilize can accommodate the use of custom personal screens based on the preferences of our clients. Such personal environmental and social screens can include or filter out securities holdings based on a company’s environmental, social, and governance performance and based on the level of revenue from any controversial business practices. Clients may elect to have a custom-built unified managed account (“UMA”) portfolio. In the custom UMA portfolio offered through Envestnet, we may select investment managers (in addition to the use of mutual funds and ETFs, as appropriate) or adjust the asset allocation to meet client investment objectives or restrictions. Custom personal environmental and social screening may not apply to all investment options. USE OF INVESTMENT MANAGERS As discussed above, where appropriate, we may select or recommend outside investment managers to manage all or a portion of a client’s assets. The specific terms and conditions under which a client engages an investment manager may be set forth in a separate written agreement with the investment managers engaged to manage their assets. We evaluate a variety of information about investment managers, which may include the investment manager’s public disclosure documents, materials supplied by the investment managers themselves, and other third-party analyses we believe are reputable. To the extent possible, we seek to assess the investment manager’s investment strategies, ESG and impact thesis, past performance, and risk results in relation to a clients’ individual portfolio allocations and risk exposure. We strive to take into consideration numerous factors, which could include each investment manager’s management style, returns, reputation, financial strength, financial and impact reporting, pricing, and research capabilities, among other factors. Veris continues to provide services relative to the discretionary or non-discretionary selection or recommendation of investment managers. On an ongoing basis, we monitor the performance of accounts being managed by investment managers and seek to ensure their strategies and target allocations remain aligned with our clients’ investment objectives and overall best interests. INVESTMENTS IN PRIVATE FUNDS When appropriate, Veris will recommend a client invest in private investment funds (including, without limitation, private equity funds, venture capital funds, real estate funds, and funds-of-funds). Among other private funds, Veris recommends certain eligible clients invest in the Veris Global Sustainability Fund, LLC Page 10 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com (“VGSF”). Interests in VGSF are offered on a private placement basis to qualified investors pursuant to Regulation D under the Securities Act of 1933. VGSF was primarily formed to allow qualified investors to make an investment in Generation IM Global Equity Fund LLC (“Generation IM”) at a minimum investment amount lower than that mandated for a direct investment in Generation IM. VGSF is a Delaware limited liability company that relies on the exclusion from the definition of an investment company found in Section 3(c)(7) of the Investment Company Act of 1940 (the “Company Act”) where securities are owned exclusively by “qualified purchasers” (as that term is defined in the Company Act). To the extent certain of our individual advisory clients qualify, they will be eligible to invest in VGSF. Veris Global Sustainability Management, LLC (“VGSM”) is a wholly owned subsidiary of Veris and the manager of VGSF. VGSM has delegated responsibility for management of its investment portfolio to Veris, which receives a quarterly management fee for managing VGSF's investments. When Veris recommends that its clients invest in VGSF, Veris waives the Veris advisory fee with respect to the assets that clients invest in VGSF. However, in limited circumstances, the fees that Veris earns because of managing Veris client assets invested in VGSF could be greater than the investment advisory fees that Veris would otherwise charge with respect to such assets. In such circumstances, a conflict of interest exists because Veris has an incentive to recommend that its clients invest in VGSF because of the compensation that Veris can earn as a result of such recommendations. Nonetheless, Veris will only recommend that its clients invest in VGSF if such an investment is in the clients’ best interest. An investment in VGSF involves a significant degree of risk. All relevant information, terms, and conditions relative to VGSF, including the compensation to be received by Veris, suitability, risk factors, and potential conflicts of interest, are set forth in the Confidential Private Offering Memorandum, Limited Liability Company Agreement, and Subscription Agreement, which each limited partner is required to receive and/or execute prior to being accepted as a member of VGSF. WRAP FEE PROGRAMS Veris does not sponsor or provide portfolio management services to wrap fee programs. CLIENT ASSETS UNDER MANAGEMENT As of December 31, 2024, Veris had $2,259,771,654 in assets under management, $2,085,679,833 of which was managed on a discretionary basis and $174,091,820 of which was managed on a non-discretionary basis. 5. FEES & COMPENSATION INVESTMENT MANAGEMENT FEES For our investment management services, we charge an annual investment management fee of up to one percent (1.0%) per annum based on a tiered fee schedule. Our investment management fees are charged quarterly in advance and are prorated based upon the fair market value of the assets under management on the last day of the previous quarter. Our fee is exclusive of, and in addition to, the fees and expenses charged to clients by broker-dealers, custodians, trust companies, and banks (“Financial Institutions”), as well as by third-party managers, private funds, and asset management platforms. Standard Veris Advisory Fee Schedule A minimum of $5000 is applied across all accounts Page 11 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com From To $0.00 $2,000,000.01 $5,000,000.01 $10,000,000.01 $25,000,000.01 $50,000,000.01 $75,000,000.01 $100,000,000.01 $2,000,000.00 $5,000,000.00 $10,000,000.00 $25,000,000.00 $50,000,000.00 $75,000,000.00 $100,000,000.00 and up Advisor Fee 1.00% 0.75% 0.65% 0.55% 0.45% 0.35% 0.25% 0.20% but negotiable We discount 5% from our investment management fees for non-profit organizations. Some legacy clients are on a different fee schedule, which may result in fees that are different than those disclosed above. Standard Advisory Fee Schedule with 5% Nonprofit discount A minimum of $5000 is applied across all accounts From To Advisor Fee $0.00 $2,000,000.01 $5,000,000.01 $10,000,000.01 $25,000,000.01 $50,000,000.01 $75,000,000.01 $100,000,000.01 $2,000,000.00 $5,000,000.00 $10,000,000.00 $25,000,000.00 $50,000,000.00 $75,000,000.00 $100,000,000.00 and up 0.9500% 0.7125% 0.6175% 0.5225% 0.4275% 0.3325% 0.2375% 0.19% but negotiable We will, as appropriate, negotiate a lesser investment management fee based upon certain criteria, such as anticipated future additional assets, related accounts, family members’ accounts, significant assets, account composition, and pro bono activities. Investment managers may have minimum-fee or portfolio-size requirements that differ from the above. We may recommend additional performance reporting for client assets not held on the Platform, including assets not directly managed by Veris, for which separate fees will be charged by Veris. FINANCIAL PLANNING & CONSULTING FEES Veris charges a fixed fee and/or hourly fee for our stand-alone financial planning and consulting services. Veris’ fees for financial planning and consulting services are negotiable. However, fixed fees for financial planning services generally range from $2,500–$10,000, and fixed fees for consulting services generally range from $5,000– $250,000. Hourly fees for financial planning and consulting services generally range from $250– $1000 per hour, depending upon the level and scope of the services and the professional rendering the financial planning and/or consulting services. If a client engages Veris for investment management services, we may offset all or a portion of the fees for those services based upon the amount paid for the financial planning and/or consulting services. We often require one-half of the financial planning or consulting fee (estimated hourly or fixed) to be paid upon the execution of a written engagement letter. The balance is due upon delivery of the financial plan or Page 12 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com completion of the agreed-upon services. Either party may terminate the agreement by written notice to the other. In the event a client terminates our financial planning and/or consulting services, the balance of the client’s unearned fees (if any) will be refunded to the client. Financial planning and consulting services with a finite term are generally delivered within six months of the initial engagement. Ongoing consulting services are billed quarterly for services performed. FEE PAYMENTS & BILLING The Veris agreement with its clients and/or the separate agreement with our clients’ Financial Institution(s) authorize(s) Veris to debit the client’s account for our fee and to directly remit that management fee to Veris. The Financial Institutions that serve as the qualified custodians for Veris clients have agreed to send statements to clients, at least quarterly, indicating all amounts disbursed from their accounts, including the amount of investment management fees paid directly to Veris. OTHER FEES & EXPENSES In addition to the fees clients pay to Veris, clients will incur charges from broker-dealers, custodians, investment managers, investment funds (including mutual funds, ETFs, and private funds), and investment management platforms. These fees are described below. • The fees paid to broker-dealers/custodians could include, but are not limited to, brokerage commissions, spreads, and other transaction costs; custodial fees; margin costs; reporting charges; deferred sales charges; odd-lot differentials; transfer taxes; wire transfer and electronic fund fees; and other fees and taxes on brokerage accounts and securities transactions. We recommend our clients use Fidelity Brokerage Services LLC, through Fidelity Institutional Wealth Services (together with their affiliates, “Fidelity”) and/or Charles Schwab & Co, Inc., through its Schwab Advisor Services division (together with their affiliates, “Schwab”) as their custodian, but clients are not limited to using Fidelity or Schwab. • The fees and expenses associated with investing in investment funds and investment managers include fees and expenses charged by mutual funds and ETFs (which are described in each fund’s prospectus or other offering document); fees and expenses charged for private funds (which are explained in the relevant offering documents for such private funds); and fees and expenses charged by other investment managers. • The fees and expenses charged by an asset management platform such as Envestnet include those for portfolio management and back-office services that might otherwise typically be borne by Veris, access to investment managers, online performance reporting, and other specific program services. The Platform fees and investment manager fees are determined by the particular program(s) and investment manager(s) with which a client’s assets are invested and are calculated based upon a percentage of a client’s assets under management, as applicable. Fees and expenses associated with philanthropic consultants and DAFs. • Neither Veris nor any of its supervised persons receives any portion of the brokerage commissions or other transaction costs (including trails from mutual funds) paid to broker-dealers or fees paid to investment managers. ADJUSTMENTS TO FEES Page 13 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com The Veris annual investment management fee for clients on the Platform is prorated through the date of termination, and any remaining balance is charged or refunded to the client, as appropriate, in a timely manner. Investment management fees are adjusted if assets of $10,000 or more are added to or withdrawn from clients’ accounts during a calendar quarter. Clients not on the Platform are manually billed, and upon termination of their account(s), any unearned fees of $75 or less are not refunded. In the case of termination, clients will receive refunds in a timely manner. In the event a client terminates our financial planning and/or consulting services, the balance of the client’s unearned fees (if any) will be refunded to the client. 6. PERFORMANCE BASED FEES & SIDE-BY-SIDE MANAGEMENT Neither Veris nor any of its supervised persons manage any accounts for which Veris charges a performance- based fee. 7. TYPES OF CLIENTS Our typical clients are high-net-worth individuals, charitable institutions, estates, foundations, endowments, family partnerships and trusts. As noted in Item 4 above, we also provide advisory services to VGSF. We require a minimum portfolio value of $5 million in investable assets to open accounts. We may waive the minimum portfolio value for various reasons, including, without limitation, if we anticipate future earning capacity, if we anticipate the opportunity to manage additional assets, for pre-existing legacy clients, or for pro-bono reasons. 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES, & RISK OF LOSS METHODS OF ANALYSIS & INVESTMENT STRATEGIES Our investment philosophy is based on the following beliefs and principles: • We believe that investors can meaningfully contribute to a more equitable, just, and sustainable world through their investments. • Understanding our clients’ goals is a core tenet of our investment philosophy, and those goals drive our portfolio construction process. We work with clients to understand their short-term financial needs, such as income and liquidity, and short-term impact goals, as well as their long-term financial and impact goals. A key part of this work is providing education to our clients to ensure that they understand this process, relevant financial concepts, and the social and environmental impact that is possible. • We construct client portfolios to achieve both their financial and impact goals. We first determine the target allocation to various asset classes based on the liquidity and long-term growth goals of the client. Once target asset classes are determined, we select strategies within those asset classes that best advance the client’s impact goals. • Investors can have positive social and environmental impact across asset classes and strategies: ESG Integrated investing, shareholder advocacy, thematic investing, investment in impact private funds, and community investment notes can improve the positive impact of the portfolio while Page 14 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com approximating the performance of the representative asset class. We monitor the impact metrics of managers and report these metrics to our clients. • We invest with managers who integrate ESG principles into their portfolio construction. We believe that the integration of ESG principles in portfolio selection can mitigate risk and have a positive impact on investment returns. • We believe that inclusive teams can improve outcomes by providing more perspectives on the risks and opportunities of various investments. We seek to invest with managers who incorporate Inclusion and Belonging into their company management and their investment process. HOW WE IMPLEMENT OUR INVESTMENT PHILOSOPHY Our portfolio construction process starts with designing an asset allocation based on a variety of specific client goals. For short and intermediate-term spending such as living expenses or for foundations, operations and grants, we build a Spending Reserve aimed at capital preservation. For specific spending goals outside of intermediate-term spending, such as sending kids to college, buying a house, or sunsetting a foundation, we use a Glide Path to allow growth in the portfolio for specific goals that are far in the future and to preserve the value of purchases that are in the near future. The remainder of the assets are invested in a Sustaining Allocation, which takes greater risk in order to provide opportunities for long-term growth. We have established seven model asset allocations representing a range of investment objectives. The Spending Reserve, Glide Path, and Sustaining Allocation are viewed on a collective basis to understand the investment objective of the total portfolio. The appropriate asset allocation is determined first by the client’s spending requirements, second by their long-term goals, and third by their risk tolerance. Embedded in our investment philosophy is the belief that patient long-term investing can lead to better long-term returns. Our philosophy is in contrast to short-term and high-turnover approaches, which create incentives for companies that are focused on short-term gains but not sustainable business strategies. Investment returns and risk are impacted by sustainability factors. We believe ESG and sustainability factors are long-term determinants of a company’s performance, and that companies that integrate these factors into their business practices are better competitively positioned going forward. Our clients can have an impact across asset classes of their investment portfolio. Veris’ four main impact themes are: Climate Solutions and the Environment, Community Wealth Building, Racial and Gender Equity, and Sustainable and Regenerative Agriculture. We believe these themes represent the most important areas for us to focus on to advance progress towards a more equitable, just, and sustainable world. We adjust these themes to exact focus of our clients’ mission and preferences. We have identified public equity, fixed income, venture, real asset, private equity, community development financial institution (CDFI), cash equivalent, and private debt investments that have impact in these themes. We will continue to seek out investments in other strategies and asset classes. We use public equity managers and funds that integrate ESG factors in their security selection process. Our public equity managers and funds vote proxies based on ESG guidelines and engage in dialogue with companies around ESG factors. Many of these managers and funds initiate proxy resolutions, and some are also involved in shaping public policy. Where available, our clients can participate in this process through collective action. Investors can use shareholder engagement to have a powerful impact on corporate policies and practices. Several of our public Page 15 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com equity and fixed income managers take a thematic approach emphasizing certain net positive environmental or social impacts There are a growing number of impact investments in private equity, private debt, community loan funds, and real asset funds that are intentional in driving positive social and environmental impact. Some are focused on investing in underserved or overlooked communities and entrepreneurs. These funds also measure and report their social and environmental impacts. This multifaceted approach represents the implementation of our investment philosophy. ASSET ALLOCATION MODELS Veris creates its long-term strategic asset allocation models by first looking at how capital is allocated from a global capital market perspective. Adjustments are made to asset-class allocations based on the valuation of individual asset classes compared with their historical norm, correlation among these asset classes, and macro-economic factors that might influence market behavior. We review statistical modeling using third-party data and analysis provided by the Envestnet/PMC Capital Markets Team. We have recommended allocations for seven risk profiles that range from capital preservation to aggressive. These strategic models are reviewed at least annually. DUE DILIGENCE PROCESS Our due diligence process takes an in-depth look at third-party managers and investment products across asset classes, including public equity and fixed-income, private debt and equity, other alternatives like venture capital, real estate and other real assets, community loan funds, and various investment vehicles like mutual funds, separately managed accounts, ETFs, closed and open-end funds to determine if they would be good stewards of client capital. When conducting proprietary due diligence, we often begin our review process by evaluating available third-party quantitative research on platforms such as Morningstar that provide basic financial and organizational information. A member of our Investments team then typically requests basic information from the investment manager or manager of a given fund and has a brief introductory call with a member of the portfolio management team. People: We require detailed background information about the firm and its integrity, including its history, ownership, and structure; growth of assets under management since inception; experience of the portfolio management team and depth of the support team; amount of assets the managers place in the strategy/fund; and the experience and role of each member on the portfolio management team. We look for sound business models and how key-person risk is addressed. An Inclusion and Belonging analysis is integrated into this evaluation. Investment Philosophy and Process: We recognize that managers will have differing philosophies and investment processes. The most important factor is that both are logical and well-defined. A team-oriented institutionalized investment process is much preferred. Much of our time in the interview is spent on understanding each step of a manager’s decision-making process, including universe selection, sector weightings, security selection, integration Page 16 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com of ESG factors, alignment with thematic approach, Inclusion and Belonging lens in the investment process, and the risk controls of the portfolio construction process. Performance: We look for strong, consistent performance compared to benchmarks and peer groups on a calendar, trailing and rolling basis. Further, we want to ensure the portfolio has good risk-adjusted returns and that significant outperformance was not achieved by taking on large amounts of risk. Attribution of large deviations from benchmarks must be explainable and consistent with the investment philosophy and style. Product: We gather product-implementation details such as fees, investment minimums, terms, and availability to the custodians used by Veris. We also review assets under management and growth of assets in each product. It is preferred that Veris clients not represent more than 20% of a manager’s total assets under management. Impact: We seek investment strategies that have a positive social and/or environmental impact, and we seek out managers who have a commitment to Inclusion and Belonging and/or integrated Inclusion and Belonging lens in the investment process. We conduct an in-depth analysis of how the manager is incorporating ESG or impact criteria into their investment process. We identify whether they utilize avoidance screens, positive ESG factor screening to arrive at a best-in-class industry or sector approach, proxy voting based on ESG criteria, and shareholder engagement. Private funds undergo operational due diligence. A final report is submitted to Veris’ Investment Committee (“IC”) for review that could result in the following outcomes: follow-up questions for the Investments team to ask the manager, approval, or non-approval. If approved, the manager/fund is added to the Veris “Approved List,” allowing Veris advisors to invest client assets. Clients may request that certain investments be added to their portfolios that are not on the Approved List for which Veris does not render advisory services but does charge a reporting fee. On a periodic basis, but at least annually, we review Veris-approved managers and funds, comparing their performance versus an appropriate benchmark. Those managers or funds that show consistent underperformance or changes in firm ownership, investment process, or key persons are reviewed in-depth for potential removal from the Approved List. Inclusion and Belonging in Veris’ Investment Philosophy and Process A core belief in our Investment Philosophy is that inclusive managers who use an Inclusion and Belonging lens in their investment process can improve outcomes by providing more perspectives on the risks and opportunities of various investments. Asset allocators can help diversify who sits at the decision-making table through third-party asset-manager selection that considers Inclusion and Belonging factors. Page 17 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com To fully analyze and integrate Inclusion and Belonging into our due diligence, we created our own Inclusion and Belonging manager due diligence framework, definitions, and pathways for managers to become inclusive managers who we believe are best-in-class within their asset class on our platform. Our Inclusion and Belonging due diligence framework helps our firm identify fund managers that are inclusive at all levels of the organization, have an Inclusion and Belonging lens in their investment process, are inclusive on intentional investments in under- resourced communities, and are working to dismantle bias through their policies and practices. SELL DECISIONS Investment managers managing public equity or fixed-income portfolios may be put on a watch list for potential termination when any of the following occurs: Change in ownership structure including change in control, merger, acquisition, etc. • Change in key personnel—e.g., portfolio manager or senior research professionals • • Material change to custodian, servicer, sub-advisor, auditor, or research provider Change in investment philosophy and process • • Underperforming benchmark significantly over a trailing three-year period or performing below the median peer manager for a trailing three- or five-year period Style drift—e.g., growth to value, global to mostly U.S. or vice versa • • Unexpected change to position size, concentration, or sector, or being over- or under-weight • Material disciplinary event of adviser or employees as disclosed in Form ADV Insufficient progress in meeting Inclusion and Belonging targets • When an investment manager, mutual fund, or ETF is put on a watch list, their strategy is reviewed by the Investments team on a quarterly basis. Our review process includes conversations with the principals, a risk/return analysis, and other research as available. The review is shared with the IC, and a decision is made to hold, sell, or reduce the allocation to the strategy. If a fund or manager’s portfolio strategy is removed from the Approved List, client accounts with such investments are reviewed, a replacement strategy is identified, and assets are transitioned in a strategic manner. RISK OF LOSS Investing in securities involves a risk of loss. While Veris attempts to mitigate the risks of investing, there is no guarantee that we will be successful, and clients should be willing to accept the risk that their assets could decline in value. The most significant risks associated with investing with Veris include the following: Asset Allocation Risk: There is a risk that Veris could allocate a client’s account incorrectly, leading to the client not meeting their investment objectives. Veris could make incorrect assumptions in its capital markets analysis, which could lead to asset allocation decisions that could result in a loss of assets or a client's portfolio not meeting their investment objectives. Sustainability or ESG Risk: Incorporating sustainability, ESG, or socially responsible screening criteria into client portfolios could result in the exclusion of securities that would otherwise be in line with the portfolio objectives and lead to economic sector over- or underweights that could negatively affect performance. Page 18 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com Clients also run the risk of owning securities of companies they find objectionable from a sustainability or social standpoint, which is due to varying ESG standards across managers or the lack of corporate sustainability data. Investment Manager and Fund Risk: We may recommend the use of managers and funds that might not perform as expected. They could underperform their peers and benchmarks, and their investments could decline in value. We will conduct ongoing due diligence regarding approved managers and funds, but such recommendations rely, to a great extent, on the managers' or funds’ ability to successfully implement their investment strategies. In addition, we do not have the ability to supervise managers or funds on a day-to-day basis, other than as previously described in this Disclosure Brochure. Multi-Manager Risk: Veris generally constructs client portfolios with multiple managers. Because each of these managers makes investment decisions independently, it is possible that their security selection processes may not be complementary. One manager could potentially sell a security, while another manager purchases the same security. Using multiple managers may result in unwanted turnover, tax consequences, and higher transaction costs. Client portfolios may also experience unintended over- or underweights as to asset classes, geographic regions, economic sectors, or securities, which could adversely affect performance and/or result in loss of assets. Market Risk: Markets are sensitive to a myriad of factors, including interest rates, economic conditions, the availability of credit, inflation, and geopolitical events. Client portfolios may experience unpredictable fluctuations in security prices and therefore have the potential for total loss. Clients should be prepared to bear the risk of loss associated with investing in securities. Non-U.S. Security Risk: Veris may recommend non-U.S. securities or managers that purchase non-U.S. securities. These securities, which may include emerging markets securities, are more volatile and riskier than domestic securities, as they are more exposed to currency fluctuations, economic and political instability, and changes in regulation and taxation by foreign governments. There also may be less publicly available information about these securities, and less liquidity relative to domestic securities. Margin Risk: Veris does not use margin purchases as an investment strategy. Veris uses margin to cover unexpected withdrawals or transfers of securities by the client to maintain the integrity of their portfolio. In addition, clients can request margin for short-term borrowing needs. To the extent that a client authorizes the use of margin, and margin is thereafter employed by the Firm in the management of the client’s investment portfolio, the market value of the client’s account and corresponding fee payable by the client to the Firm will not be increased. While the use of margin borrowing might be convenient for a client, such use may also increase the adverse impact to which a client’s portfolio may be subjected. Borrowing will usually be from securities brokers and dealers and will typically be secured by the client’s securities and/or other assets. Under certain circumstances, a broker-dealer may demand an increase in the collateral that secures the client’s obligations, and, if the client is unable to provide additional collateral, the broker-dealer could liquidate assets held in the account to satisfy the client’s obligations to the broker-dealer. Such liquidation could have extremely adverse consequences. In addition, the amount of the client’s borrowings and the interest rates on those borrowings, which will fluctuate, will have a significant effect on the portfolio’s profitability. Derivative/Option Risk: Veris occasionally employs investment managers to construct options strategies to hedge low-cost-basis stock positions. We may employ options on a non-discretionary basis for sophisticated investors to hedge portfolios. We do not employ options for speculation. Options allow investors to buy or sell a security at a contracted “strike” price (not necessarily the current market price) at or within a specific period of time. Clients may pay or collect a premium for buying or selling an option. Investors transact in options to Page 19 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com either hedge (limit) losses in an attempt to reduce risk or to speculate on the performance of the underlying securities. Options transactions contain a number of inherent risks, including the partial or total loss of principal in the event that the value of the underlying security or index does not increase/decrease to the level of the respective strike price. Holders of options contracts are also subject to the risk of default by the option writer, which may be unwilling or unable to perform its contractual obligations. Private Placement Risk: Veris may recommend private placements, including but not limited to private funds, to accredited and qualified investors where appropriate. Private placements carry additional risks not usually encountered in securities traded in public markets. Investments in private placements may offer limited liquidity for long periods of time, and, in some cases, clients may be restricted from withdrawing funds for certain periods of time. In addition, private placements are not traded on secondary markets, thus restricting the potential for selling these securities. The lack of a market makes it difficult to value such securities, and often the valuation is determined solely by the fund manager or general partner. Lastly, private placements may carry a higher risk of failure because the funds are invested in companies or products that are in earlier stages of development. Clients should be aware they may lose the entirety of their investment. Community Impact Notes Risk: Veris may recommend community impact notes issued by community loan funds and CDFIs. Community loan funds lend to individuals and businesses in low-income communities for housing and business development. These notes have limited liquidity. Notes do not trade on a secondary market, thus restricting the potential for selling the securities. The lack of a market can make it difficult to value the notes. Notes may carry a higher level of default due to the credit ratings of loan recipients. COVID-19 Risks: The recent COVID-19 pandemic has caused and continues to cause disruptions in economies and individual companies and volatility in financial markets throughout the world, including those in which the Firm’s clients invest. The impact of the pandemic and resulting economic disruptions may negatively impact clients and the performance of their portfolios due to, among other things: (i) interruption of business operations resulting from travel restrictions; reduced consumer spending; and quarantines of employees, customers, and suppliers in areas affected by the outbreak; (ii) closures of manufacturing facilities, warehouses, and logistics supply chains; and (iii) uncertainty about the duration of the virus’s impact on global financial markets. Governments and central banks throughout the world have responded to the pandemic and resulting economic disruptions with a variety of fiscal and monetary policy changes, including direct capital infusions into companies and other issuers, new monetary policy tools, and lower interest rates, but the ultimate impact of these efforts is uncertain. It is not possible to determine the duration or severity of the disruption in financial markets or the long-term economic impact of the COVID-19 pandemic, or other future epidemics or pandemics, which may adversely affect clients’ portfolio performance and investment strategies and significantly reduce available investment opportunities. Cybersecurity Risk: As with any entity that conducts business through electronic means in the modern marketplace, we and our service providers may be susceptible to operational and information security risks resulting from cyberattacks. Cyberattacks include, among other behaviors, stealing or corrupting data maintained online or digitally; denial-of-service attacks on websites; unauthorized monitoring, release, misuse, loss, destruction, or corruption of confidential information; unauthorized access to relevant systems; compromises of networks or devices that we and our service providers use to service operations; operational disruption or failures in physical infrastructure or operating systems that support us and our service providers; and various other forms of cybersecurity breaches. Cyber attacks affecting us or any of our intermediaries or service providers may adversely impact our clients, potentially resulting in, among other things, financial losses or the inability to transact business. For instance, cyberattacks may impact the release of private client information or confidential business information, impede trading, subject us to regulatory fines or financial losses, and/or cause reputational damage. We may also incur additional costs for cybersecurity risk management purposes designed to Page 20 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com mitigate or prevent the risk of cyberattacks. Such costs may be ongoing because threats of cyberattacks are constantly evolving as cyberattacks become more sophisticated and their techniques become more complex. Similar types of cybersecurity risks are also present for issuers of securities in which clients are invested, which could result in material, adverse consequences for such issuers and may cause investments in such companies to lose value. There can be no assurance that we, our service providers, or the issuers of the securities in which clients invest will not suffer losses relating to cyberattacks or other information security breaches in the future. Artificial Intelligence: Whether directly or through vendors that we utilize, we utilize artificial intelligence and machine learning technologies (“AI Tools”) in various aspects of our operations and investment decision- making processes. While these AI Tools offer the potential for enhanced efficiency, data analysis, and predictive modeling, their use presents certain risks. For instance, AI Tools rely on vast datasets to generate insights and recommendations. If these datasets contain inaccuracies, biases, or inconsistencies, the AI- generated outputs may be flawed, leading to misguided investment decisions or operational inefficiencies. Additionally, AI Tools may misinterpret complex market signals, producing recommendations that do not align with actual market conditions. AI Tools often use machine learning algorithms that identify patterns in historical data to make future projections. However, these models may fail to account for unprecedented market events, economic shifts, or emerging risks, resulting in unreliable outputs. Additionally, overfitting to past data can lead to false confidence in model predictions. In addition, many AI tools integrate data from external providers, which may not always be up-to-date, accurate, or comprehensive. If external data sources experience delays, manipulation, or errors, AI-generated analyses and recommendations may be compromised, potentially leading to suboptimal outcomes. Also, while AI tools can process and analyze large datasets quickly, they may lack the ability to apply human judgment, context, or qualitative considerations. This can lead to outputs that, while mathematically sound, fail to reflect real-world complexities, investor sentiment, or regulatory constraints. There is also a potential risk of over-reliance on AI-generated data outputs, leading to "automation bias," where investment professionals and decision-makers place undue confidence in AI-driven recommendations without adequately scrutinizing their validity. This could result in misallocations of capital, inappropriate risk exposures, or missed opportunities. Additionally, the use of AI in financial services is subject to evolving regulatory scrutiny. Future regulatory developments could impose additional compliance obligations or restrictions on AI-driven investment strategies. Additionally, ethical considerations such as bias in AI models or unintended consequences in automated decision-making may pose reputational and legal risks. While we have adopted policies and procedures designed to mitigate the risks associated with AI Tools, there is no guarantee that the above risks will be fully eliminated through our efforts. 9. DISCIPLINARY INFORMATION Veris is required to disclose disciplinary events that are material to a client’s or prospective client’s evaluation of our business or to the integrity of our management. Veris has no required events to disclose. 10. OTHER FINANCIAL INDUSTRY ACTIVITIES & AFFILIATIONS RELATED INVESTMENT ADVISER As noted above, VGSM is a subsidiary wholly owned by Veris that serves as a manager of VGSF. More information about VGSM and VGSF, as well as the conflicts of interest associated with the management of VGSF and a recommendation by Veris to its clients to invest in VGSF, is provided in Item 4. Page 21 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS, & PERSONAL TRADING CODE OF ETHICS Veris has adopted a code of ethics (“Code”) in compliance with Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”) in order to specify the standard of conduct expected of its employees. Veris and its supervised persons will place the interests of our clients first and will conduct personal securities transactions in a manner consistent with the Code and avoid any abuse of a position of trust and responsibility. Veris and its supervised persons must comply with applicable federal securities laws. It is unlawful for Veris or any supervised person, by use of the mail or any means or instrumentality of interstate commerce, to directly or indirectly: Employ any device, scheme, or artifice to defraud any client or prospective client of Veris • • Engage in any transaction, practice, or course of business that operates or would operate as a fraud or deceit upon any client or prospective client of Veris Engage in any fraudulent, deceptive, or manipulative practice. • As Veris is a fiduciary for our clients, we have a responsibility to put client interests ahead of our own. Among other things, this code requires “Access Persons” to submit initial and annual reports of their securities holdings and quarterly transaction reports and to obtain pre-approval of certain investments. In addition, Section 204A of the Advisers Act requires any adviser subject to Section 204 to establish, maintain, and enforce written policies and procedures reasonably designed to prevent the misuse of “material non-public information.” We provide a copy of the Code to all clients and prospects upon request. CONFLICTS OF INTEREST WHEN BUYING OR SELLING SECURITIES When a conflict of interest exists because Veris or a related person recommends securities in which we or a related person have a material financial interest, we: Inform the client(s) there is a conflict of interest and describe the nature of the conflict • • Make recommendations to our clients based solely on their financial and sustainability objectives Inform clients of other options • • Ensure that on a semi-annual basis our Chief Investment Officer (“CIO”) reviews a significant percentage of our clients’ portfolios for the suitability of their investment products and services. Please see Item 13. CONFLICTS OF INTEREST & PERSONAL TRADING A conflict of interest may arise when Veris or any of its supervised persons is considering buying or selling securities that are also owned or considered for purchase for Veris clients. To avoid the possibility of Veris or its supervised persons receiving a better price than our clients, we have adopted procedures to prohibit what is known as front running. If Veris is purchasing or considering for purchase any security on behalf of a client, no Access Person may effect a transaction in that security prior to the completion of the purchase or until a decision has been made not to purchase such security. Similarly, when Veris is selling or considering the sale Page 22 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com of any security on behalf of a client, no Access Person may effect a transaction in that security prior to the completion of the sale or until a decision has been made not to sell such security. These requirements are not applicable to: • Direct obligations of the Government of the United States • Money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements, and other high-quality short-term debt instruments Shares issued by open-end mutual funds or money market funds • • Shares issued by unit investment trusts that are invested exclusively in one or more open-end mutual funds CONFLICTS OF INTEREST WHEN RECOMMENDING SECURITIES As described above, Access Persons may not purchase or sell securities before our clients have completed their purchase and sale of the same securities. It is permissible for Access Persons to participate in transactions in which securities are bought or sold for multiple clients simultaneously and all of the transactions receive the same price. Our procedures for such transactions are disclosed below. Should there be a shortfall in the orders filled, our Access Persons would be excluded from the transaction. 12. BROKERAGE PRACTICES As previously stated, we recommend our clients utilize the brokerage, custodial, and clearing services of Fidelity and Schwab for investment management accounts. Fidelity and Schwab provide Veris with access to their institutional trading and custody services, which are typically not available to retail clients. The brokerage commissions and/or transaction fees charged by Fidelity, Schwab, or any other designated broker- dealer are exclusive of and in addition to the Veris advisory fee. FACTORS WE CONSIDER WHEN SELECTING OR RECOMMENDING BROKER-DEALERS Veris considers many factors in recommending Fidelity, Schwab, or any other broker-dealer to clients, including their respective financial strength, reputation, trade execution, pricing, research, and service. Use of Fidelity and/or Schwab enables Veris to obtain many mutual funds without transaction charges and other securities at nominal transaction charges. The commissions and/or transaction fees charged by Fidelity and/or Schwab may be higher or lower than those charged by other broker-dealers. In very limited circumstances, Veris recommends asset-based pricing arrangements for brokerage transactions. Factors reviewed in determining whether asset-based pricing is appropriate for a client include, among other things, a client's investment objectives and financial situation, the investment strategies to be employed in managing the client's account, the expected frequency of trading activity, the cost of trades, and the expected number and size of transactions to be effected for the client's account. If the number and cost of transactions in the account for which asset-based pricing is charged is low enough in any given billing period, the asset-based fee the client will pay Fidelity or Schwab could be higher for such billing period than if transaction costs were charged for individual securities transactions during such billing period. Additionally, there may be additional transaction costs for clients, even where asset-based pricing has been selected, such as for situations where other broker dealers are involved in effecting securities transactions. Page 23 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com RESEARCH BENEFITS Consistent with obtaining best execution, brokerage transactions may be (but have not and are not expected to be) directed to certain broker-dealers in return for investment research products and/or services that assist Veris in its investment decision-making process. Such research generally will be used to service all Veris clients, but brokerage commissions paid by one client may be used to pay for research that is not used in managing that client’s portfolio. The receipt of investment research products and/or services as well as the allocation of the benefit of such investment research products and/or services poses a conflict of interest since Veris receives benefits or services for which it would otherwise have to allocate resources. In fulfilling its duties to its clients, Veris endeavors, always, to put the interests of its clients first. Clients should be aware that the receipt of economic benefits from a broker-dealer creates a conflict of interest since these benefits create an incentive for Veris to recommend one broker-dealer over another broker-dealer that does not furnish similar software, systems support, or services. The commissions paid by our clients will comply with our duty to obtain “best execution.” However, a client may pay a commission that is higher than another qualified broker-dealer might charge to effect the same transaction where Veris determines, in good faith, that the commission is reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of broker-dealer services, including, among others, the value of research provided, execution capability, commission rates, and responsiveness. Consistent with the foregoing, while Veris will seek competitive rates, it may not necessarily obtain the lowest possible commission rates for client transactions. If a client requests that Veris arrange for the execution of securities brokerage transactions for the client’s account, we direct such transactions through broker-dealers that we reasonably believe will provide best execution. It should be noted that Veris receives services and incidental research based on the aggregate assets on the Fidelity and Schwab platforms and not based on individual transactions. Any benefits received by Veris that aid our clients will be used to serve our clients in the aggregate and will not be distributed proportionately or based on any formula that includes calculations based on the number or size of transactions. One of the benefits we may receive is lower transaction or custodial costs for our clients. Other benefits we have received include computer software and related systems support. These benefits allow us to better monitor client accounts maintained at Fidelity and Schwab. We receive software and related support without cost because we render investment management services to clients that maintain assets at Fidelity and/or Schwab. The software and related systems support may benefit Veris, but not its clients directly. Additionally, we receive the following benefits from Fidelity and Schwab: • Receipt of electronic client confirmations and client tax information • Access to a trading desk that exclusively services its Registered Investment Adviser Group participants • Access to block trading, which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts • Access to an electronic communication network for client order entry and account information. Page 24 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com BROKERAGE FOR CLIENT REFERRALS Veris does not consider, when recommending a broker-dealer, whether such broker-dealer provides any client referrals to Veris. DIRECT BROKERAGE In rare instances, a client may direct us in writing to use a particular broker-dealer to execute some or all transactions for the client. In that case, the client will negotiate terms and arrangements for the account with that broker-dealer, and Veris will not seek better execution services or prices from other broker-dealers or be able to “batch” client transactions for execution through other broker-dealers with orders for other accounts managed by Veris (as described below). As a result, the client may pay higher transaction costs (including brokerage commissions and spreads) or receive less favorable net prices, on transactions for the account than would otherwise be the case. Subject to our duty of best execution, we may decline a client’s request to direct brokerage if, in our sole discretion, such directed brokerage arrangements would result in additional operational difficulties. AGGREGATION OF TRANSACTIONS Transactions for each client generally will be executed independently unless Veris decides to purchase or sell the same securities for several clients at approximately the same time. Veris may (but is not obligated to) combine or “batch” such orders to obtain best execution, to negotiate more favorable commission rates, or to allocate equitably among our clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed immediately. Under this procedure, transactions will generally be averaged as to price and allocated among clients pro rata to the purchase and sale orders placed for each client on any given day. To the extent that we determine to aggregate client orders for the purchase or sale of securities, including securities in which Veris employees may invest, Veris will do so in accordance with applicable rules promulgated under the Advisers Act and no- action guidance provided by the staff of the SEC. Veris does not receive any additional compensation or remuneration as a result of aggregation. 13. REVIEW OF ACCOUNTS & REPORTS ACCOUNT REVIEWS Periodically, Veris’ advisors perform reviews of client portfolios, and Veris’ CIO reviews a portion of the accounts of each Advisor. The CIO compares the client’s risk/return profile as stated in their questionnaire with the actual asset allocation and risk profile of the account. Where there is a significant difference between the stated goals and risk and the actual account allocation, the CIO will notify the Advisor responsible for the account to request an explanation. If the explanation is not satisfactory, the CIO will recommend changes to bring the portfolio in line with the client’s needs. On a yearly basis, Veris’ CIO reviews a portion of the accounts of each Advisor, comparing performance versus an appropriate benchmark, amount of spending reserves relative to the withdrawal requirements of the client, and portfolio concentrations. If there is a significant difference between benchmark and portfolio return or if there are insufficient reserves, the CIO will notify the Advisor to request an explanation and if not satisfactory recommend changes. Page 25 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com Annually, each client’s Financial Advisor will offer to meet with them to review: • Goals and spending requirements • Asset allocation • Change in attitude towards risk • Performance • Manager or fund changes • Rebalancing of the account The Financial Advisor may also review accounts when there are: Significant geopolitical or market events • Unexpected changes to a client's goals, objectives, circumstances, or income needs • • Changes in the approval status of an investment manager or fund • Changes in Veris’ asset allocation and/or market analysis REPORTS Clients receive regular updates on their accounts through custodian statements, emails, letters, and phone calls, as well as periodic communications from investment managers. Clients also receive performance reports for their accounts from Veris. Clients are urged to compare any reports from Veris with the reports provided by their qualified custodians and investment managers. Due to legal or regulatory requirements that some clients must follow, or the special needs and requests of some clients, Veris may, at its discretion, agree to provide certain investors more frequent meetings or reports, or certain other reports than those described above. 14. CLIENT REFERRALS & OTHER COMPENSATION RECEIPT OF OTHER ECONOMIC BENEFITS Veris does not have any oral or written arrangements to receive cash or any economic benefit from a non client in connection with client referrals. - PAYMENT FOR CLIENT REFERRALS Veris does not currently pay any unaffiliated third-party compensation in connection with client referrals. 15. CUSTODY In certain circumstances, Veris is deemed to have custody of client funds and securities, including: • Where the Firm is authorized to deduct its advisory fees directly from client accounts • Where a related person of the Firm serves as managing member or general partner of a pooled investment vehicle • Where Veris has standing letters of authorization to disburse funds from client accounts • Where Veris personnel serve as trustees of client trusts As such, Veris is required to comply with the requirements set forth in Rule 206($)-2 under the Investment Advisers Act of 1940 (the “Custody Rule”), which requires, among other things, that clients’ funds and Page 26 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com securities be maintained with a qualified custodian. The custodians or broker dealers that serve as qualified custodians on behalf of Veris clients have agreed to send a statement to the clients, at least quarterly, indicating all amounts disbursed from their accounts, including the amount of investment management fees paid directly to Veris. In addition, as discussed in Item 13, we send periodic supplemental reports to clients. Clients should carefully review the statements sent directly by custodians, broker-dealers, or private investment managers and compare them to the reports received from Veris. With respect to arrangements where a Veris employee serves as trustee of a client trust, Veris is required to obtain on an annual basis an independent verification of the funds and securities over which it is deemed to have custody. 16. INVESTMENT DISCRETION In many circumstances, Veris is given authority to exercise investment discretion on behalf of clients. When appropriate, we take discretion over the following: The securities to be purchased or sold The amount of securities to be purchased or sold The hiring and firing of investment managers The broker-dealers to be used to effect securities transactions • • • When transactions are executed • • 17. VOTING CLIENT SECURITIES In the limited circumstances where Veris accepts proxy voting authority, we will only cast proxy votes in a manner consistent with the best interest of our clients. Veris generally delegates this responsibility to a third- party advisory firm. In the event Veris accepts responsibility for voting proxies, all proxies will be voted consistent with ESG guidelines established and described in the Veris Compliance Manual, as such guidelines may be amended from time to time. At any time, clients may contact Veris to request information about how Veris voted proxies or to get a copy of the Veris Proxy Voting Policy. A brief summary of our Proxy Voting Policy is as follows: The Engagement and Policy Team (“EPT”) is responsible for making voting decisions in the best interest of clients and ensuring that proxies are submitted in a timely manner. The EPT will generally vote proxies according to ESG Proxy Voting Guidelines provided by a third-party proxy advisor. The ESG Proxy Voting Guidelines include many specific examples of voting decisions for the types of proposals that are most frequently presented, including: composition of the board of directors; approval of investment auditors; management and director compensation; anti-takeover mechanisms and related issues; changes to capital structure; corporate and social policy issues; and issues involving mutual funds. Although the ESG Proxy Voting Guidelines are to be followed as a general policy, certain issues will be considered on a case-by-case basis given the relevant facts and circumstances. In situations where there may be a conflict of interest in the voting of proxies due to business or personal relationships that Veris or any of our supervised persons maintains with persons having an interest in the outcome of certain votes, we will take appropriate steps to ensure that our proxy voting decisions are made in the best interest of our clients and are not the product of such conflict. Page 27 San Francisco · New York · Portsmouth · Denver · Philadelphia  veriswp.com Where Veris is responsible for voting proxies on behalf of a client, the client may direct Veris to vote on a particular solicitation. Additionally, the client can revoke Veris’ authority to vote proxies. In situations where Veris does not accept responsibility for voting proxies on behalf of clients, Veris may nonetheless work with investment managers to facilitate voting of proxies based on ESG principles. In all other circumstances, clients are responsible for voting their own proxies and will receive proxy voting materials directly from the custodian. 18. FINANCIAL INFORMATION Veris does not require or solicit payment of fees in excess of $1200 per client more than six months in advance of services rendered. We have no financial commitment that impairs our ability to meet contractual and fiduciary commitments to clients and have not been the subject of a bankruptcy proceeding. Veris Wealth Partners, LLC 19. SUPPLEMENTAL INFORMATION BUSINESS CONTINUITY AND CONTINGENCY PLAN General: Veris maintains electronic and hardcopy information assets that are essential to performing services for its clients. These electronic and hardcopy resources are viewed as valuable assets over which the company has both rights and obligations to manage, protect, and secure. Business Continuity Plan: The company has a Business Continuity Plan that covers natural disasters such as snowstorms, hurricanes, tornados, and flooding. The plan also covers man-made disasters such as loss of electrical power, loss of water pressure, fire, bomb threat, pandemic, nuclear emergency, chemical event, biological event, Internet outage, railway accident, aircraft accident, and any act of God. Electronic files are backed up daily and archived offsite. Alternate Offices: Veris maintains alternate offices to support ongoing operations in the event the main office is unavailable. The firm intends to contact all clients promptly should a disaster force a move of operations to an alternate location. Information Security: Veris maintains an information security program to reduce the risk that personal and confidential client information is breached. Veris employs the use of firewalls, virus scanners, data encryption, phishing training, and other methods of securitization to ensure that client information is protected. Page 28 San Francisco · New York · Portsmouth · Denver · Philadelphia