Firm Description Verdis Investment Management, LLC (“Verdis”) was founded in 2004 and has been in business for nineteen (19) years. Verdis provides management services and investment advisory: (i) on a discretionary basis, to certain privately placed pooled investment vehicles (“Verdis Funds”) and (ii) on a discretionary or non-discretionary basis, to separately managed accounts (“Separate Accounts”) and wealth advisory clients (“Wealth Advisory Business”); defined as Verdis’ partners and their family members. Verdis does accept client-imposed investment restrictions with respect to Separate Accounts as may be negotiated between Verdis and the client. The “Wealth Advisory Business” is described in detail in a separate Form ADV Part 2. Clients of such are “Wealth Advisory Clients.” This Form ADV Part 2 addresses the firm’s pooled vehicles (“Verdis Funds”) and the firm’s separately managed accounts (“Separate Accounts”), together “Fund(s)”). Funds generally follow a “fund-of-funds” or “fund-of-one” model, investing assets with or through third-party investment managers (each a “Manager”). Verdis generally places a portion of a Fund’s account’s assets (“Account”) in a “sleeve account” managed by the Manager or invests the Account into a pooled fund managed by the Manager (in each case, a “Vehicle”). Verdis screens each Vehicle through a rigorous due diligence process and active, ongoing monitoring. Each Fund is managed in accordance with its (“Governing Documents”) which may include, among others;  its investment management agreement (IMA);  private placement memorandum (“PPM”) or other offering document;  subscription agreements;  limited partnership agreement or corporate charter, as applicable; or  other written disclosures provided to current or prospective investors (each, an “Investor”) Each Fund’s Governing Documents set forth the investment objectives, strategies and guidelines for the Fund. Investments of a Separate Account may be specifically tailored to the individual needs of the Investor. However, in no event will the investments of a Verdis Fund be specifically tailored to the individualized needs of any Investor, though certain Verdis Funds may take into consideration the general characteristics (e.g., tax status) of its target Investors. Therefore, an Investor must consider, prior to investing in any Verdis Fund, whether that Verdis Fund is consistent with the Investor’s investment objectives and risk tolerance. Information about each Verdis Fund is included in its Governing Documents, which will be available to current and prospective Investors only through Verdis or another authorized party. Ownership The majority of Verdis is owned by parent company ViosCapital, LLC, which is owned and comprised of only Jamie Biddle, Partner and CEO, and Steve Kim, Partner, Investment Strategy & Risk Management. Type(s) of Services Verdis currently provides advice in the following strategies; (i) Verdis Real Assets Strategy (“VRA”); (ii) Verdis Real Estate Strategy (“VRE”); (iii) Verdis Energy and Resources Strategy (“VER”); (iv) Verdis Private Equity Strategy (“VPE”); (v) Verdis Hedged Strategy (“VH”); (vi) Verdis Opportunistic Global Equity Strategy (“VOGE”); and (vii) Verdis Seed Venture Capital Strategy (“VSVC”). Certain features, related fee schedules and investment terms generally applicable to vehicles following these investment strategies are described in this brochure. Additionally, an overview of each strategy and investment terms are included below; however, the specific terms and conditions applicable to the vehicles through which these strategies are offered are governed by the relevant Verdis Fund’s Governing Documents (as modified by any side agreement negotiated with an Investor). Clients and Investors should be aware that Accounts managed to the same strategy will not necessarily be managed equally and the experience of Clients as well as Investors in Verdis Funds may vary. Verdis Real Assets (“VRA”) Strategy Strategy Overview VRA Accounts generally follow a fund-of-funds strategy investing through Managers who invest in private real estate and natural resources (oil, gas, power generation and timber). Verdis’ VRA strategy seeks to hedge against unanticipated increases in inflation and provide a low correlation to bonds and public entities. To accomplish this, the strategy seeks niche Managers who are operationally oriented, have a history of successful investments within geographic locations or product types and may be expected to have the ability to repeatedly exploit private market inefficiencies to create value independent of underlying market or commodity price movements, preferably through operational improvements rather than financial restructurings. VRA generally seeks domestic Managers but may invest in non-U.S. Managers, particularly within the real estate allocation. Until December 2023 Verdis managed two funds that used the VRA strategy, however due to the dissolution of one fund, Verdis currently manages one fund using the VRA strategy. It is closed to new Investors.
Verdis Real Estate (“VRE”) Strategy Strategy Overview VRE Accounts generally follow a fund-of-funds strategy investing through Managers who invest in private commercial real estate. Verdis’ VRE strategy seeks to hedge against unanticipated increases in inflation and provide a low correlation to bonds and public entities. To accomplish this, the strategy seeks niche Managers who are operationally- oriented, vertically-integrated, have a history of successful investments within geographic locations or product types and may be expected to have the ability to repeatedly exploit private market inefficiencies to create value through operational or financial dislocations. VRE generally seeks domestic Managers but may invest in non-U.S. Managers. Verdis currently manages one Verdis Fund using the VRE strategy, which is closed to new Investors. Verdis Energy and Resources (“VER”) Strategy Strategy Overview VER Accounts generally follow a fund-of-funds strategy investing through Managers who invest in energy (oil, gas, energy infrastructure, oil field services and power generation) and/or natural resources (metals, mining and minerals, and agriculture). Verdis’ VER strategy seeks to hedge against unanticipated increases in inflation and provide a low correlation to bonds and public entities. To accomplish this, the strategy seeks niche Managers who are operationally oriented, and have a history of successful investments within the product types, and may be expected to have the ability to repeatedly exploit private market inefficiencies to create value. VER generally seeks domestic Managers. Verdis currently manages one Verdis Fund using the VER strategy, which is closed to new Investors. Verdis Private Equity (“VPE”) Strategy Strategy Overview VPE Accounts generally follow a fund-of-funds strategy. VPE Accounts seek to invest primarily in domestic private equity (buyouts and venture capital) Managers that focus on control investments in middle market buyouts and early stage venture capital funds, with a bias toward funds offered by operationally oriented Managers, rather than finance/transaction-oriented managers, while seeking a relatively even allocation between buyouts and venture capital on a long-term basis. VPE Accounts may also seek to access sub asset classes such as venture and Asian private equity. VPE Accounts also invest in VRE, VER, VDRE, and VSVC strategies. VPE Strategy currently has one fund which is closed to new investors. For the VPE strategy, Verdis prefers buyout Vehicles managed by Managers who seek control investments and focus on the ‘middle market.’ Similarly, Verdis prefers venture capital Vehicles managed by Managers who focus on early stage investments as early stage investors have the potential to create [or capture more] significant intrinsic value in portfolio companies. While later stage investments may pose relatively less risk, such investments are fairly commoditized and depend more on the health of the initial public offering (“IPO”) market to achieve attractive returns. While Verdis does not typically pursue late stage focused Vehicles, Accounts may, from time to time, invest with a Manager who makes opportunistic later stage investments. Lastly, the real assets investments in the VPE strategy follow the VRE strategy, VDRE and/or VER strategy. Verdis Hedged (“VH”) Strategy Strategy Overview VH Accounts generally follow a fund-of-funds strategy. VH Accounts seek, through a broadly diversified portfolio, to enhance overall portfolio performance and minimize the idiosyncratic risk of a single strategy or Manager. Portfolios are constructed using a highly rigorous process, with careful consideration given to risk and return, and an eye toward low correlation among the various Vehicles. This process is designed to capture the upside of the equity markets, but also feature reduced volatility and downside protection. VH Accounts seek Managers who have strong alignment of interests by investing alongside their clients’ capital, targeting a blend of long/short (global long/short and directional equity) and absolute return (credit driven, event driven, and multi- strategy) Managers. As a general matter, the long/short Managers tend to be somewhat directional with relatively higher volatility and net market exposure, albeit with notably less risk than long-only strategies, while absolute return Managers have lower volatility and net market exposure. Verdis currently uses VH in managing one Verdis Fund. This fund was launched on July 1, 2006 and is closed to outside investors. Future VH Accounts may or may not invest in parallel with existing VH Accounts and the performance and risk characteristics of VH Accounts may vary. In some cases, VH Accounts may invest in Vehicles or with Managers also invested in other Verdis strategies. Verdis Opportunistic Global Equity (“VOGE”) Strategy Strategy Overview The VOGE strategy generally follows a fund-of-funds strategy and is intended to provide global

equity market exposure by investing in inefficient areas of the global equity markets where active portfolio management can add value. It is unconstrained by traditional style boxes – allowing for a broader selection of opportunistic investments. The VOGE strategy is biased toward small-capitalization, and developed and emerging international investments, as well as value-oriented investments (in comparison to MSCI All Country World Index) and may sacrifice liquidity and transparency to achieve excess return through such investments. Through VOGE, Verdis allocates opportunistically across geographies and market capitalization weightings, to a diversified pool of managers. Verdis expects approximately half of any such Account to be allocated to U.S. markets, divided approximately evenly between micro- and small-capitalization equities and mid- and large- capitalization equities. The remaining half is expected to be invested in developed and emerging international equities, with an approximately equal weighting across these two markets and a strategic bias toward smaller market capitalizations. In addition, more than half of the Account is expected to exhibit an underlying value (versus growth) bias. Verdis currently manages a single Verdis Fund in the VOGE strategy, which was launched on June 1, 2007 and which is closed to outside Investors. Verdis Direct Real Estate (“VDRE”) Strategy Strategy Overview In December of 2023, the single fund in the VDRE strategy, a direct real estate strategy, was dissolved. Verdis Real Estate (“VRE”) Strategy Strategy Overview Verdis’ VRE strategy seeks to hedge against unanticipated increases in inflation and provide a low correlation to bonds and public entities. To accomplish this, the strategy seeks niche Managers who are operationally-oriented, vertically-integrated, have a history of successful investments within geographic locations or product types and may be expected to have the ability to repeatedly exploit private market inefficiencies to create value through operational or financial dislocations. VRE generally seeks domestic Managers but may invest in non-U.S. Managers. Verdis currently manages one Verdis Fund using the VRE strategy, which is closed to new Investors. Verdis Seed Stage Venture Capital (“VSVC”) Strategy Strategy Overview The VSVC is a seed stage venture capital strategy. Verdis' VSVC strategy seeks to invest in pre-seed and seed stage venture capital managers. The VSVC strategy prefers to invest in managers that remain focused on early stage companies and invest in a significant number of investments. VSVC is focused on domestic Managers, but may invest with non- U.S. Managers, specifically in Asia. Verdis currently manages multiple investments in the VSVC strategy, both through the VPE strategy, which is closed to new Investors, and as standalone funds. The initial standalone fund is currently closed to new investors. As of September 2023, Verdis had its first close of a second standalone fund, which is currently open to new investors.
Separate Account Strategy Strategy Overview Verdis’ investment strategy with respect to each Separate Account, other than the Funds described above, will be set forth in the applicable Separate Account’s Governing Documents. Separate Account Fee Structure and Investment Terms Separate Accounts will generally be charged a management fee equal to a percentage of the net asset value of the Separate Account (such fee, also a “Management Fee”), however different fee arrangements may be created. The specific terms will be included in the Governing Documents for the applicable Separate Accounts. The specific fee terms are subject to negotiation between Verdis and the client. Except as otherwise provided in the Governing Documents, each Separate Account will generally bear all of its investment and trading expenses and most or all of the other expenses listed about as Fund expenses. More detailed information about specific fees and expenses that clients may pay or bear and the timing of the fees that Verdis charges will be provided in the relevant Governing Documents of the applicable Separate Account. The terms for each Separate Account will be disclosed in detail in the relevant Separate Account’s offering materials (if any) and governing documents that are provided to prospective investors prior to investment. Each Separate Account will be managed in accordance with the investment objectives, strategies and guidelines and the terms and conditions of investment, set out in their respective private placement memoranda (if any), registration statement (if any), organizational, governing and other related documents (together, the “Governing Documents”). A prospective client must consider whether a Separate Account is an appropriate investment, including with respect to such client’s investment objectives and risk tolerance. Investment Terms Funds associated with each strategy impose certain terms and conditions on investments which may include: minimum investment and account maintenance requirements; lock- ups, gates, notice and periodicity requirements or other limitations on liquidity; and transparency or information rights. Additionally, Verdis may require that a particular Investor redeem all or part of its interest in a Private Fund upon provision of reasonable notice, or without such notice if necessary to ensure that the Private Fund remains in compliance with applicable law or its Governing Documents. In some cases such redemptions may be imposed retroactively. As noted above, any fees paid in advance will generally be refunded, pro rata, upon early termination and incentive allocations will be assessed as though the termination date were the end of a performance period. Certain strategies or related Funds may impose fees or charges upon contributions or withdrawals in certain circumstances to cover the costs of investing or redeeming the relevant funds. Such charges, which typically will not exceed 2% of the amount being contributed or withdrawn, are payable to and benefit the Fund and do not inure directly to the benefit of Verdis or any GP (although such charges may have an effect on the size and value of the Fund which, in turn, affects Verdis’ management fee and its, or a GP’s, incentive allocations). As with fee provisions, the GP and/or Verdis, as applicable, may determine, in its discretion, to waive, reduce or modify these terms and conditions for any Investor without offering such waivers, reductions or modifications to any other Investor, except as otherwise may be required. As a result, some Investors may have more favorable investment terms, including those relating to information and liquidity, than others. When Verdis grants increased liquidity to an Investor, and particularly where such an agreement is accompanied by enhanced information about the Private Fund’s operations or investments (often referred to as “transparency rights”) other Investors may be disadvantaged. Because Verdis invests assets for wealth advisory clients in Verdis Funds (and because many, if not all, Wealth Advisory Clients, have a relationship to Verdis) such persons may have greater actual or effective transparency rights than other Verdis Fund Investors. However, Wealth Advisory Clients are not generally granted superior liquidity rights. Side Pockets From time to time, a Fund may be invested, directly or through a special purpose vehicle, in assets that are illiquid or otherwise difficult to value. Verdis may determine to segregate such investments from the Account’s main portfolio through the use of “side pockets.” For fee billing purposes, that portion of an Investor’s capital account attributable to assets committed to a side pocket are assessed management fees at the rate and timing applicable to the Investor’s investment (and in accordance with applicable valuation procedures imposed by the Private Fund’s Governing Documents or applicable accounting standards); however, incentive allocations with respect to such side pockets are generally not assessed until such investment has been realized (e.g., a sale, disposition or other event which results in the investment becoming marketable or susceptible to valuation). Vehicles may also use side pockets. Most Favored Nation Provisions As a general matter, Verdis is not required to provide notice to, or obtain the consent of, any Investor when waiving, reducing or modifying fee, liquidity or transparency terms for any Investor. However, in certain circumstances, Verdis and/or a GP may agree, in advance or from time to time, to offer a particular Investor the right to be granted equivalent or better terms with respect to (among others) fees, liquidity and/or transparency than have been granted to another, similarly situated Investor in the same strategy (often referred to as a “Most Favored Nation” or “MFN” provision). Such MFN provisions may be contingent upon maintenance of a certain level of relationship with Verdis or on other factors. Where an MFN provision requires that Verdis offer a particular Investor terms that are no less favorable than any that are subsequently (or, in some cases, previously) granted to other, similarly situated Investors, Verdis will take reasonable steps to assure that such an Investor is offered the opportunity to obtain equivalent terms. Where possible, Verdis seeks to negotiate favorable MFNs with Vehicles on behalf of its Clients, but may not be able, and is under no obligation, to do so. Advisory Contracts with Funds Investment advisory contracts between Verdis and the Funds are generally co-terminus with the Fund. Certain Funds may terminate on a date certain or upon the occurrence of specified events, as described in the relevant Governing Documents or PPM. If an advisory agreement terminates prior to the Fund’s stated termination date, if any, the Fund may be liquidated. Assets Under Management As of December 31, 2023, Verdis managed $468.9 million in discretionary assets under management (AUM) in the Verdis Funds.