A. Services, Fees, and Compensation VEC offers ongoing portfolio management services through this wrap fee program based on the individual goals, objectives, time horizon, and risk tolerance of each client. VEC creates a financial profile for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels). Portfolio management services include, but are not limited to, the following:
• Investment strategy • Personal investment policy
• Asset allocation • Asset selection
• Risk tolerance • Regular portfolio monitoring VEC evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. VEC will request discretionary authority from clients to select securities and execute transactions without permission from the client prior to each transaction. VEC seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of VEC’s economic, investment or other financial interests. To meet its fiduciary obligations, VEC attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, VEC’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is VEC’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients on a fair and equitable basis over time. VEC charges the following annual portfolio management fee to clients under this wrap fee program as sponsor and portfolio manager: Total Assets Under Management Annual Fee $0 - $1,000,000 1.00% $1,000,001 to $2,500,000 0.90% $2,500,001 to $5,000,000 0.80% $5,000,001 and up Custom pricing This fee is generally negotiable, and the final fee schedule will be memorialized in the client’s advisory agreement. Portfolio management fees are withdrawn directly from the client’s accounts with client’s written authorization on a quarterly basis. Fees are paid in arrears. VEC uses an average of the daily balance in the client’s account throughout the billing period, after taking into account

deposits and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based. Clients may terminate the agreement without penalty, for full refund of VEC’s fees, within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract immediately upon written notice. B. Contribution Cost Factors The program may cost the client more or less than purchasing such services separately. There are several factors that bear upon the relative cost of the program, including the trading activity in the client’s account, the adviser’s ability to aggregate trades, and the cost of the services if provided separately (which in turn depends on the prices and specific services offered by different providers). C. Additional Fees VEC will wrap transaction fees in its annual fee for wrap fee portfolio management accounts meaning VEC will charge clients one fee and pay all transaction fees using the fee collected from the client. Accounts participating in the wrap fee program are not charged higher advisory fees based on trading activity, but clients should be aware that VEC has an incentive to limit trading activities since the firm absorbs those transaction costs. Certain other fees are not included in the wrap fee and are paid for separately by the client. These include, but are not limited to, margin costs, charges imposed directly by a mutual fund or exchange traded fund, fees associated with “step out” transactions if the account uses different custodians or broker-dealers, 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. D. Compensation from Client Participation Neither VEC, nor any representatives of VEC receive any additional compensation beyond advisory fees for the participation of clients in the wrap fee program. However, compensation received may be more than what would have been received if client paid separately for investment advice and brokerage transactions. Therefore, VEC may have a financial incentive to recommend the wrap fee program to clients.