ADVISORY BUSINESS
Veteri is a New Jersey Corporation formed on January 6, 1995 by President and Portfolio Manager Lawrence B. Seidman. Veteri commenced trading and investing operations in January, 1995. The Company is a privately held investment firm that is currently owned by Mr. Seidman, Allison Hammer, and Erica Fishman; however, Mr. Seidman owns 100% of the voting stock. The Company’s main operations are located in Parsippany, New Jersey.
Veteri provides investment advisory services to sponsored and non-sponsored private funds which pursue the same investment objective and strategy and are managed on a side-by-side basis (each a “Client” and collectively the “Clients”). These services are offered, indirectly through the Clients, to high net worth individuals, trusts, individual retirement accounts, and institutional investors including foundations. The sponsored and non-sponsored private funds are herein also referred to as Private Funds (each a “Private Fund” and collectively, the “Private Funds”). The Private Funds sponsored by Veteri include Seidman and Associates LLC (“S&A”), a New Jersey limited liability corporation, Seidman Investment Partnership, LP (“SIP”), a New Jersey limited partnership, Seidman Investment Partnership II, LP (“SIP II”), a New Jersey limited partnership and Seidman Investment Partnership III, LP (“SIP III”), a Delaware limited partnership. Veteri also provides investment advisory services to four (4) non-sponsored United States based limited liability corporations and a limited partnership. For the non-sponsored Private Funds, Veteri and Lawrence Seidman act in the capacity of trading advisor for such Private Funds. Veteri may also provide investment advisory services to additional Clients in the future. Both Mr. Seidman and JBRC I, LLC are relying advisers of Veteri as Mr. Seidman provides investment advisory services either directly or indirectly to one or more Clients. JBRC I, LLC is an investment adviser managed by Mr. Seidman and currently owned by two irrevocable trusts each in the name of Allison Hammer and Erica Fishman. Interests or shares in the Private Funds are not registered under the Securities Act of 1933, as amended, and the Private Funds themselves are not registered under the Investment Company Act of 1940, as amended. Accordingly, interests or shares in the Private Funds are offered and sold exclusively to investors satisfying the applicable eligibility and suitability requirements in private transactions within the United States. Any such offer or solicitation of interests will be made pursuant to the confidential private placement memoranda for the Private Funds (each a “PPM” and collectively, the “PPMs”), which should be read carefully prior to investing for a description of the merits and risks of such an investment. The Clients are managed according to the terms set forth in their respective offering and organizational documents and/or investment management agreement. Generally, the investment objective of all the Clients is to maximize capital appreciation by long-term and short-term investments in, and the short sale of, securities. Veteri seeks to achieve this goal through investment in what are deemed to be inefficiently priced stocks based on estimates of their future growth rates in earnings or assets and cash flow with a principal focus on the purchase of shares of privately and publicly traded thrifts and banks. As of December 31, 2019, Veteri managed approximately $227,230,539 of regulatory assets under management on a discretionary basis. Veteri does not manage any assets on a non-discretionary basis. please register to get more info

FEES AND COMPENSATION
Management Fees Veteri generally charges Clients a quarterly management fee calculated at an annual rate ranging from 1% to 3%, subject to negotiation. The management fee is paid quarterly in arrears, based on the value of the assets of each Client’s or underlying investor’s account as of the last business day of each calendar quarter. In most cases the management fee is directly debited from the respective Client’s account. The management fee will be adjusted for contributions, withdrawals and terminations made during the quarter. With regards to SIP III, the management fee paid by the Fund is shared between the three general partners of the Fund which are JBRC I, LLC, a relying adviser of Veteri, SeySeid, LLC, an unaffiliated entity and Rock and Pillar Holdings International, an unaffiliated entity. Performance Based Fees Veteri charges Clients an annual performance based fee, subject to negotiation. Generally, the performance based fee is calculated at an annual rate of 20% of the net profits allocated to a Client or an underlying investor’s capital account subject to a high water mark, and this fee is typically directly debited from the Client’s account. The performance based fee includes unrealized gains and losses, if any. When calculating the performance based fee, net profits will be reduced by the management fee. Veteri has adopted valuation policies and procedures to govern the valuation of securities held in Client portfolios. Veteri relies on asset prices obtained from prime brokers and/or custodians when valuing Client portfolios. In the event that an investor redeems from a Private Fund or a Client terminates an investment management agreement with the Company and the date of termination or redemption is not the end of a fiscal year, the performance based fee shall be computed and allocated as though the termination or redemption date were the last day of the fiscal quarter. With regards to SIP III, the performance fee paid by the Fund is shared between the three general partners of the Fund which are JBRC I, LLC, a relying adviser of Veteri, SeySeid, LLC, an unaffiliated entity, and Rock and Pillar Holdings International, an unaffiliated entity. Expenses In addition to the fees noted above, investors in the Private Funds will also indirectly bear the fees and expenses charged to the Private Funds. Such fees and expenses will vary but generally include the following: legal expenses; administrative expenses; audit and accounting expenses including third party accounting services; organizational expenses; brokerage expenses (discussed further in Brokerage Practices (Item 12) below); investment expenses such as commissions, interest on margin accounts and other indebtedness; borrowing charges on securities sold short; custodial fees; bank service fees; and any other expenses reasonably related to the purchase, sale or transmittal of Private Fund assets. With regards to proxy expenses in the event Veteri takes an activist position in a company, each Client will pay its pro-rata share of such activist expenses based on the number of shares owned by the Client to the total number of shares owned across all of the Clients. Any fees paid to Veteri are exclusive of custodial and transaction costs paid to custodians, brokers or any other third parties. Clients should review all fees charged and fully understand the total amount of fees to be paid. Fee and expense information provided in this brochure is not intended to be complete or final and is qualified in its entirety by the PPM and/or the organizational documents for the applicable Private Fund. Investors in the Private Funds should read and review the relevant offering and organizational documents for each Private Fund in which they are invested to fully understand the types of fees and expenses that are paid for by each Private Fund. The fees Veteri charges for its advisory services may be negotiable depending on the circumstances of the Client’s (or an investor in a Client’s) account and the service levels provided to the Client (or investor therein). please register to get more info

PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT
The Company is entitled to be paid performance based compensation by its Clients. Veteri has designed a compensation structure that seeks to align the interests of its employees with those of its Clients. Performance based compensation may create an incentive for Veteri to make more speculative investments and make decisions with regard to the timing or manner of the realization of such investments, than would be made in the absence of such performance based compensation. In the allocation of investment opportunities, performance-based fee/allocation arrangements may create an incentive to favor Clients that have greater performance fee/allocation arrangements over other Clients that have lesser or no performance fee/allocation arrangements. In addition, performance based compensation received by the Company is primarily based on realized and unrealized gains and losses. As a result, performance based compensation earned could be based on unrealized gains that the Clients may never realize. Performance based compensation could create a conflict of interest. please register to get more info

TYPES OF CLIENTS
Veteri provides investment advisory services to Clients. Veteri’s investment advisory services are offered, indirectly through the Clients, to high net worth individuals, trusts, individual retirement accounts, and institutional investors including foundations. Although Veteri has the authority to accept subscriptions for any lesser amount, the minimum investment size in a Private Fund is generally $100,000. Depending on the Private Fund, investors must be “qualified purchasers” within the meaning of the Investment Company Act of 1940, as amended, or “accredited investors” within the meaning of Regulation D under the Securities Act of 1933, as amended. In addition, each U.S. Investor in any of the Private Funds that is charged the performance based fee described in Performance Based Fees and Side-by-Side Management (Item 6) above, must also satisfy the eligibility requirements of a “qualified client” as set forth in Rule 205-3 under the Advisers Act except for any existing account at the time of Veteri’s registration. please register to get more info

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND
RISK OF LOSS
Investing in any security or investment strategy involves the risk of loss and each Client (and underlying investor therein) should be prepared to bear that loss. There can be no assurance that the investment objective of a Client managed by Veteri will be achieved or that Veteri’s strategies will be successful. Clients and/or investors therein must be prepared to lose all or substantially all of their investment. Methods of Analysis and Investment Strategy The Company’s overall investment objective is to maximize capital appreciation by long and short term investments in, and the short sale of, securities. Consistent with its investment strategies, the Company has made mostly long-term investments and very limited short-term investments, but investment strategies are subject to market conditions and could change. Veteri seeks to meet its objective through investment in what are deemed to be inefficiently priced stocks based on estimates of their future growth rates in earnings or assets and cash flow. The Company primarily focuses upon the purchase of shares of private and publicly traded thrifts and banks, but may expand this investment approach depending upon market factors. The Company may affect short sales of securities which it considers to be overpriced or subject to adverse business conditions not currently reflected in their price. The Company may attempt to enhance performance by engaging in short- term trading and by using leverage and certain hedging techniques. Veteri attempts to maximize capital appreciation through analysis of individual securities, not markets, and believes that over extended periods of time stock selection, not market timing, is the key ingredient of investment success. The Company concentrates its efforts in a “bottoms-up” stock selection process as opposed to a “top-down” macro-economic approach. Securities are selected primarily on the basis of what Veteri deems to be inefficiencies in the pricing of the stock at any given time. These inefficiencies can occur when the market is overlooking the potential of a company’s assets, cash flow, brand names or market niche, and securities with these characteristics are often referred to as “value” stocks. Undervaluation can also occur when a company’s current or future growth in earnings is not attracting a price/earnings ratio in line with that growth or its assets are not being properly allocated to maximize the return on said assets. Veteri may use shareholder activism as part of its investment strategy and tries to find financial institutions it deems to be acquisition targets. Generally, Veteri avoids investing in companies which are widely followed by Wall Street analysts as the opportunities for pricing inefficiencies in those companies are rare. The Company may take concentrated positions in companies where it believes extraordinary capital gain potential exists. When the Company owns more than 5% of a company’s stock it may be required to make public filings under the federal securities laws disclosing its position and other data. In addition, Veteri may attempt to seek board representation either through a consensual agreement with such companies or through a proxy contest or other take-over litigation. Generally, the investment team creates and develops a proprietary financial model for each company to determine the earnings potential and underlying intrinsic value. Furthermore, the investment process is iterative, relying on the experience of the entire team. However, Mr. Seidman, as the Portfolio Manager, will be the ultimate decision maker with regards to the Company’s investments on behalf of its Clients. Certain Material Risks Regarding Investment Strategies As part of its investment process, Veteri has developed risk management systems that allow investment personnel to monitor security concentration, Client or underlying investor-imposed investment restrictions, and leverage. Investment personnel review such reports at least weekly. Every investment decision is evaluated with pre-trade consideration of the idea’s impact on portfolio risk, and Veteri conducts ongoing analysis of the current portfolio investments. Below is a non-exhaustive summary of risks relevant to Veteri’s investment strategies, which are the same for all Clients. However, there are risks that are specific to the Private Funds so prospective investors in the Private Funds should carefully read the disclosures pertaining to these risks and others in the applicable PPM. The information provided in this brochure is not intended to be complete or final and is qualified in its entirety by the PPM or other governing documents of each Private Fund.

Securities of Banks and Thrifts
Investing in securities of banks and thrifts (e.g., savings banks and savings and loan associations) presents special risks. Banks and thrifts are subject to extensive governmental regulation which may limit both the types and amounts of loans and other financial commitments that they may make, and the interest rates and fees that they may charge. Changes in state and federal regulations and governmental policies, and the monetary and fiscal policies of various regulatory authorities, can have a significant effect on the operating results of banks and thrifts. The banking and thrift industries are highly competitive, and the profitability of these industries is largely dependent upon the availability and cost of funds for the purpose of financing lending operations under prevailing money market conditions. Also, general economic conditions play an important part in the operation of these industries, and exposure to credit losses arising from possible financial difficulties of borrowers, which may be heightened in the case of banks with international operations, might affect a bank's or thrift's ability to meet its obligations.
Small Cap Stocks
At any given time, Clients may have significant investments in smaller-to-medium sized companies of a less seasoned nature whose securities are traded in the over-the-counter market. These “secondary” securities often involve significantly greater risks than the securities of larger, better- known companies.
Derivative Instruments
Swaps, derivatives and certain options and other custom derivative or synthetic instruments are subject to the risk of nonperformance by the counterparty to such instrument, including risks relating to the financial soundness and creditworthiness of the counterparty. From time to time, Clients may have limited exposure to such transactions.
High Risk Investments
Clients may invest in companies involved in (or the target of) acquisition attempts or tender offers or companies involved in work-outs, liquidations, spin-offs, reorganizations, bankruptcies and similar transactions. In any investment opportunity involving any such type of business enterprise, there exists the risk that the transaction in which such business enterprise is involved either will be unsuccessful, take considerable time or will result in a distribution of cash or a new security the value of which will be less than the purchase price of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, a Client may be required to sell its investment at a loss. Because there is a substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which a Client may invest, there is a potential risk of loss by the Client of its entire investment in such companies.
Dependence on Key Management Personnel
The success of the Clients’ investment strategies will depend, in large part, upon the skill and expertise of the management of Veteri. All decisions with respect to investments are made exclusively by or under the supervision of Mr. Seidman as the controlling shareholder and President of Veteri. As a result, the success of the Company’s investment strategies for the foreseeable future depends largely upon his ability. In the event of the death, disability or departure of Mr. Seidman, the business and the performance of the Clients may be adversely affected.
Short-Term Trading
While not a large part of Veteri’s investment strategy on behalf of the Clients, short-term trading may result in significant turnover and transaction costs.
Options
Purchasing and selling of call and put options entail risks. Although an option buyer’s risk is limited to the amount of the purchase price of the option, an investment in an option may be subject to greater fluctuation than an investment in the underlying securities. In theory, an uncovered call writer’s loss is potentially unlimited, but in practice the loss is limited by the duration of the call. The risk for a writer of a put option is that the price of the underlying security may fall below the exercise price. The Company principally only sells covered calls, buy calls as a part of roll strategy, and sell puts. The effectiveness of purchasing or selling stock index options as a hedging technique depends upon the extent to which price movements in the portion of the Client’s hedged portfolio correlate with price movements of the stock index selected. Because the value of an index option depends upon movements in the level of the index rather that the price of a particular stock, whether the Client realizes a gain or loss from the purchase or writing of options on an index depends upon movements in the level of stock prices in the stock market generally, rather than movements in the price of a particular stock. Successful use of options on stock indexes depends upon the ability of the adviser to predict correctly movements in the direction of the stock market generally. This ability requires skills and techniques different from those used in predicting changes in the price of individual stocks. From time to time, Clients may have limited exposure to such transactions.
Material Non-Public Information
Veteri may be prohibited from investing in certain securities that it would otherwise invest in to the extent it receives material non-public information. please register to get more info

DISCIPLINARY INFORMATION
Based upon the advice of a compliance consultant, Veteri Place Corporation (“Veteri”) believed it was not required to file Form PF. Veteri, among other federally registered investment advisers, was contacted by the Securities and Exchange Commission (“SEC”) regarding a failure to file Form PF. On June 1, 2018, Veteri submitted an Offer of Settlement, which the SEC accepted, without admitting or denying the findings therein regarding its failure to file Form PF. Pursuant to the Offer of Settlement, Veteri agreed to a censure and cease and desist order and agreed to pay a $75,000 fine. In addition, Veteri filed all prior Form PFs requested by the SEC and expects to continue to file Form PF in the future. please register to get more info

OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
As noted in Advisory Business (Item 4) above, Veteri provides investment advisory services to the Private Funds which themselves may be considered related entities of Veteri. Mr. Seidman, Veteri’s President, is a Board Member for MSB Financial, Corp. and its banking subsidiary, Millington Bank, and receives compensation for his position with these financial institutions. Effective February 5, 2020, Mr. Seidman is a non-voting observer of the Board of Directors for Bankwell Financial Group, Inc. and its banking subsidiary, Bankwell Bank, and does not receive compensation for his position with these financial institutions. In spring 2020, Mr. Seidman will be appointed as a Board Member for these financial institutions with a term expiring at the 2021 Annual Meeting of the Shareholders of the Company. Mr. Seidman will receive compensation for these positions. Mr. Seidman also receives compensation for providing investment advisory services as a relying adviser of Veteri. Michael Hammer, Veteri’s Portfolio Manager and Chief Compliance Officer of the Company, in his individual capacity, is also a registered representative for Western International Securities, Inc., a multi-line financial services firm serving institutional and individual clients and an unaffiliated broker-dealer. As a registered representative for Western International Securities, Inc., Mr. Hammer maintains a book of brokerage business with Western International Securities, Inc. outside of his advisory activities for Veteri. Mr. Hammer receives commission-based compensation for effecting purchases and sales of equities and bonds. Mr. Hammer’s compensation as a registered representative for Western International Securities, Inc.is not materially relative to his compensation as an employee of Veteri. Mr. Hammer’s activities as a registered representative for Western International Securities, Inc. are separate from his activities with respect to the Clients and the investors therein, however, Mr. Hammer trades bank stocks in the brokerage client accounts that may or may not be recommended to Veteri’s clients. Mr. Hammer is required to obtain pre-approval from Mr. Seidman prior to executing trades in securities of companies which are owned by Veteri’s Clients for his Western International Securities, Inc. clients. The relationships Mr. Seidman and Mr. Hammer have with banks and bank holding companies as Members of Boards of Directors, and the relationship Mr. Hammer has with Western International Securities, Inc., could be construed as potential conflicts of interest with Veteri’s advisory activities, its Clients or the investors therein. Veteri does not believe that these relationships create a material conflict of interest, but has established guidelines to mitigate these risks posed by outside business activities, investment clubs, and prior employment. please register to get more info

TRANSACTIONS AND PERSONAL TRADING
Pursuant to Rule 204A-1 under the Advisers Act, Veteri has adopted a written Code of Ethics (the “Code”) that requires the Company to put the interests of its Clients before its own interests and to use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, trading, and engaging in other professional activities. The Code requires that Veteri and its supervised persons comply with the spirit and the letter of the federal securities laws, and rules that govern capital markets, at all times. Clients, investors therein and prospective Clients and/or investors therein may obtain a copy of the Code by contacting Veteri at the address or telephone number listed on the first page of this brochure. The Code requires Access Persons (as defined in the Code, consistent with Advisers Act) to (i) pre- clear certain personal securities transactions, (ii) report personal securities transactions on at least a quarterly basis, and (iii) provide Veteri with a detailed summary of certain holdings, both initially upon commencement of employment and at least annually thereafter, over which such employees have control and beneficial interest. Veteri’s reporting requirements and restrictions on personal securities trading apply to Access Persons, as well as Access Persons’ immediate family members living in the same household. As provided herein, Veteri permits employees to trade in securities that are being considered for its Clients, as well as securities already held by the Clients. Any proposed Access Person transaction involving such securities requires preclearance from Veteri’s Chief Compliance Officer or Mr. Seidman if the transaction involves the Chief Compliance Officer. Veteri’s Chief Compliance Officer does not grant preclearance where it would appear that an Access Person’s trading could disadvantage a Client. The Company or its Access Persons in their individual capacity may invest in securities in which Clients invest. The Company or its Access Persons do not, however, purchase or sell any securities on terms more favorable than those received by the Clients. Additionally, Mr. Seidman or members of his immediate family may also have rights to acquire securities of financial institutions either through mutual conversions or otherwise; such rights are personal to Mr. Seidman or his family and Clients will have no interest in such rights or otherwise be entitled to participate in such investments. In certain circumstances, however, Clients may participate in the same mutual conversion as Mr. Seidman or members of his immediate family where such mutual conversions are syndicated. When a bank or savings association converts from mutual to stock form, the financial institution (or its holding company) generally issues stock in an initial public offering (or “IPO”). Historically, individual investors have had a difficult time purchasing shares in IPOs — largely because of the way those deals are structured and sold. With a bank or savings association mutual-to-stock conversion, however, eligible depositors have a unique opportunity to participate and purchase shares because federal and state banking regulations require that the bank or savings association give depositors first priority to purchase the stock over all other interested investors. These priority subscription rights allow depositors to purchase up to a set amount of shares at the “subscription price,” which is the value the company assigns to its shares before the shares trade publicly. Stock offered as a result of a conversion sometimes generates significant investor interest because of the potential for the stock price to increase. If the IPO is over-subscribed — that is, if depositors and others who have been given priority under federal and state banking regulations collectively sign up to purchase more shares than the converting bank or savings association plans to offer — then the general public will not have a chance to take part in the IPO. To ensure that only depositors benefit from their priority stock subscription rights, federal and state banking regulations prohibit depositors from transferring ownership of their subscription rights — or of the stock itself — prior to completion of the conversion. These restrictions on depositors — and any additional restrictions that the financial institution imposes — will always appear in the prospectus for the conversion. In addition, converting banks and savings associations typically require depositors to sign a “subscription agreement” or “stock order form” that contains written certification (signed under penalty of perjury) that the depositor is purchasing the conversion stock for his or her “own account” and that he or she has “no agreement or understanding regarding the sale or transfer of” any shares he or she receives.1 The Access Persons may own the same securities as one or more of the funds, and the Access Persons may sell a portion of these securities, for example, to pay personal tax liability, while the Private Funds do not sell these securities. Also, Veteri serves as the manager and investment adviser to the Private Funds and employees of the Company may have a material investment in the Private Funds. Therefore, Veteri is generally considered to participate in transactions effected for the Private Funds. The Company does not believe any material conflicts of interest are presented by this arrangement as the interests of its employees are generally aligned with the interest of investors in the Private Funds. 1 Source information: https://www.sec.gov/reportspubs/investor-publications/investorpubsmutualconversionhtm.html (accessed October 18, 2018.) please register to get more info

BROKERAGE PRACTICES
Broker Selection and Best Execution Veteri is authorized to determine the broker-dealer to be used for each transaction for the Clients. In determining the broker-dealer to be used for each transaction, Veteri will act in accordance with the provisions of the relevant Client’s offering and organizational documents and/or investment management agreement. In that regard, Veteri need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost when selecting broker-dealers to execute transactions. Before Veteri begins trading with a broker-dealer, Veteri’s Chief Compliance Officer will review, as applicable, the broker-dealer’s operational, financial, and regulatory status. Veteri’s Chief Compliance Officer will also perform periodic reviews of broker-dealers, which will vary in frequency and intensity based on the perceived counterparty exposure of Veteri and the Clients. In addition, Veteri will, as part of its normal functions, consider the execution quality of each trade to identify any unexpected deviations in price, commission rate, market impact, execution speed, or other aspects of execution quality. Research and other Soft Dollars Benefits Veteri does not enter into soft dollar arrangements but may receive products or services from broker- dealers and other counterparties that to the best of Veteri’s knowledge are generally made available to all institutional clients doing business with these counterparties. These products and services are made available to Veteri on an unsolicited basis and without regard to transaction costs paid by the Clients or the volume of business the Company directs to these counterparties. Veteri does not cause the Clients to pay higher commissions than those charged by other brokers in return for research, and Veteri uses this research for the benefit of all Clients. Additionally, Veteri receives street research from broker-dealers and other counterparties that it does not do business but may be seeking to do business with Veteri. Brokerage for Client Referrals Veteri does not consider Client or investor referrals from broker-dealers when making brokerage allocation decisions. Allocation and Aggregation of Orders Veteri primarily invests in securities on behalf of Clients that are illiquid and thinly traded, which will affect the trading decisions Veteri makes for Clients. However, as a fiduciary, Veteri owes each Client a duty of loyalty, and, therefore, Veteri developed a detailed Trade Allocation Policy, which is herein, in order to prevent giving any Client or group of Clients preferential treatment. Generally, Veteri will allocate trading decisions on an objective basis that is applied with general consistency and operates fairly. After identifying a security for trading (whether a purchase or sale) that may be appropriate for one or more Clients (“participating clients”), Veteri will place the appropriate order. After the order is executed, Veteri will allocate the shares purchased or sold to each of the participating clients (“Total Amount”). Veteri will allocate the trades pro rata among the participating clients based on their available cash. However, other procedures may be followed in certain circumstances to affect (a) the acquisition of a particular security for the first time for participating clients, (b) the acquisition of a follow-on investment if all participating clients already own the security to be acquired, (c) the sale of an investment that all participating clients already own where the securities were acquired at different times with different prices but all of the securities are held for less than one year, or (d) the sale of an investment that all participating clients already own where the security to be disposed of does not satisfy the conditions set forth in clause (c) above. In these situations, Veteri has developed specific policies and procedures to avoid preferential treatment of one or more Clients. Orders for client accounts generally will be aggregated unless aggregation is restricted by Client direction, type of account or other restrictions (such as limited availability of investment opportunities or the ability to divide purchases among Clients). In executing orders, Veteri will use the average price for the same security for all participating Clients when the trades occur on the same day and are traded through the same broker. Absent such circumstances, allocation amounts for clients will be different. Excessive trading commissions will be avoided or mitigated where possible. However, Veteri may deviate from these standard methodologies for reasons which the Company deems to be necessary to avoid preferential treatment of particular Clients. Cross Trading Among Veteri’s Clients Veteri does not generally cross trade. However, if a situation would arise whereby a cross trade was warranted, Veteri has procedures in place that would be followed. Veteri may use an unaffiliated broker-dealer or custodian to cross investments and/or cash between Client accounts when such a transaction is advantageous for each participant. If required pursuant to the Client’s governing documents, Veteri would obtain approval prior to executing a cross trade. However, no accounts subject to ERISA with less than $100 million in assets may be included in any cross trade. Principal Trades Veteri, its Access Persons or other affiliates are prohibited from trading with any Client on a principal basis, or from recommending an agency cross trade to both participants, unless Veteri discloses the capacity in which it is acting to each participating Client in writing before completion of the transaction, and obtains each participating Client’s consent to the transaction. Trade Errors The Company has established trade processes and procedures designed to reduce the likelihood of errors and, in its sole discretion, will determine what constitutes a trade error and take corrective action to make the Clients whole if deemed necessary. Veteri’s general policy is to seek to identify and correct any trade errors promptly and in a way that mitigates any losses, and if there should be any incurred costs due to trade errors, they will be borne by Veteri.
New Issues
As a result of the enactment of NASD Rule 2790, as adopted by the U.S. Financial Industry Regulatory Authority (“FINRA”) as Rule 5130 (the “Rule”), Veteri may not allocate profits or losses on “new issues” (as defined in the Rule; generally, initial public offerings of equity securities) to any restricted person, or to any entity in which a restricted person holds a beneficial interest unless the entity qualifies for a general exemption under the Rule. FINRA has also adopted Rule 5131 (together with the Rule, the “Rules”), which further restricts participation in new issues. To ensure compliance with the Rules, Veteri requires Clients to advise as to its status as a restricted person/covered person or exempt person to indicate whether or not the investment is eligible to share in profits or losses of new issues. IPOs will only be allocated to those Clients where there are no restricted investors.

TRADE ALLOCATION POLICY
Fiduciary. Veteri Place Corporation (“we” or “Veteri”) provides investment advice to private funds (“Private Funds”) that pursue the same investment objective and strategy and are generally managed on a side-by-side basis. We primarily invest in securities on behalf of clients that are illiquid and thinly traded, which will affect the trading decisions we make for clients. We are a fiduciary to our clients. As a fiduciary, we owe each client a duty of loyalty. No client is owed a greater or lesser degree of fiduciary loyalty and, therefore, we will not give any Private Fund preferential treatment. Procedures. 1. Initial determination. Each Private Fund will participate in a purchase of a stock unless (i) there are legal or contractual restrictions that preclude such participation, or (ii) the Private Fund does not have at least $50,000 of cash. Each Private Fund that holds a position in a stock to be sold will participate in a sale. 2. Allocation methodology. We will generally allocate trading decisions on an objective basis that is applied with general consistency and operates fairly. After we have identified a security for trading (whether a purchase or sale) that may be appropriate for the Private Funds, we will place the appropriate order. We will then allocate the shares purchased or sold among each of the Private Funds. a. Standard allocation methodology. We will allocate the purchase or sale of stocks to or from each Private Fund based on the percentage of cash available on the trade date, provided that no private fund will receive or sell less than 100 shares (an “odd lot”) unless the amount sold represents the balance held in the Private Fund’s account. Under this method, a Private Fund with cash available representing 25% of the aggregate cash available of all Private Funds will receive an allocation representing 25% of the amount purchase or will sell stocks the value of which represents 25% of the total amount sold, each subject to the odd lot limitation. b. Departures from standard allocation methodology. We may employ a different methodology for other than the standard allocation methodology if we conclude that use of the standard allocation methodology would unfairly disadvantage any Private Fund, in which case we will prepare contemporaneously a trade memorandum explaining the reason for the departure and the basis for the alternative allocation methodology. 3. Selling investments vs. purchase date method. If stocks owned by the Private Funds participating in a sale were acquired at different times and at different prices, then we will dispose of all the securities based upon our determination of the most tax effective treatment, taking into consideration cost basis and length of time to become long term. Because of the illiquid nature of the securities that the Private Funds typically hold, selling securities in reverse order of acquisition may increase the likelihood of converting short-term gains into long-term gains, which benefits the Private Funds. 4. Aggregation and Pricing. We will aggregate trades unless (i) we believe that doing so would conflict with our duty to seek best execution for each Private Fund and/or the governing documents of the Private Funds or other agreements and understandings relating to those Private Funds, or (ii) we cannot divide a single purchase of a security among Private Funds. An aggregated order will participate at the average share price for such an order on a given business day, with transactions costs shared based on each Private Fund’s participation. 5. Covered Call Options. If for any security we have written covered call options, the number of shares covered shall be treated as a reduction of the shares owned when determining an allocation, so that no sale would result in any calls uncovered. 6. Records. We will maintain records which document separately for each Private Fund the securities held by, and bought and sold for, that Private Fund, including any memoranda supporting use of an allocation other than the standard allocation methodology. These records will be maintained for at least six years. please register to get more info

REVIEW OF ACCOUNTS
Veteri continuously reviews Clients’ accounts on an ad hoc basis and formally reviews Clients’ accounts at least quarterly. Veteri’s Chief Compliance Officer will review a sample of Veteri’s accounts under management at least quarterly to ensure compliance with Clients’ investment objectives and any investment restrictions. Veteri’s Chief Compliance Officer will document the date of the review, the accounts reviewed, and any irregularities or other identified issues. Veteri’s Chief Compliance Officer will work with investment personnel to determine whether any issues warrant changes to the Company’s policies or procedures. All investment personnel regularly discuss investment ideas, economic developments, current events, and other issues related to current portfolio holdings and potential investment opportunities. However, the Portfolio Manager, Mr. Seidman, has ultimate responsibility for all investment decisions. For clients that are not sponsored by Veteri, Veteri sends a copy of the brokerage and bank statements to the account owner(s) on a monthly basis. The account owner(s) also get copies of these statements directly from the broker or bank. The clients are urged to compare the copies of the statements received from the brokers and banks with any Veteri generated statements.
Investors in the Veteri sponsored Private Funds receive a quarterly capital account statement from Veteri as well as a quarterly letter summarizing the Company’s investment outlook and update on the relevant Veteri sponsored Private Fund’s performance. Investors in the Veteri sponsored Private Funds also receive audited financial statements within 120 days of the applicable Veteri sponsored Private Fund's fiscal year. please register to get more info

CLIENT REFERRALS AND OTHER COMPENSATION
Veteri does not compensate any third parties for Client or investor referrals. Veteri does not receive any economic benefits from non-clients relating to the provision of investment advice. Reference Item 12 for additional information regarding brokerage practices. please register to get more info

CUSTODY
Veteri is deemed to have custody of Veteri sponsored Client funds and securities because of the authority that Veteri has over those assets. Veteri has the authority to obtain Client funds or securities by deducting advisory fees from a Veteri sponsored Private Fund, requesting checks or wires for investor withdrawals or distributions from the Veteri sponsored Private Fund, or otherwise transferring funds or securities from a Veteri sponsored Private Fund to another account owned by the respective Veteri sponsored Private Fund. Accordingly, Veteri is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). The Veteri sponsored Private Funds assets are held in custody by unaffiliated, long-standing broker-dealers or banks, all of whom are qualified custodians as the term is defined in the Custody Rule. The Veteri sponsored Private Funds are subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and each Private Fund’s audited financial statements are sent to such Private Fund’s investors within 120 days of the end of the Private Fund’s fiscal year. The Advisor does not have custody of the non-sponsored funds. Veteri Place Corporation and Lawrence B. Seidman are named trading advisors pursuant to the governing documents with each entity. Veteri Place Corporation and Lawrence B. Seidman do not hold, directly or indirectly, client funds or securities, or have any authority to obtain possession of them. Each entity has provided written authorization and instructions to each qualified custodian and broker restricting movement of funds or securities from these entities unless pursuant to client written instructions. In addition, these entities receive statements directly from the qualified custodians and brokers. For non-Veteri sponsored Client funds, Veteri only has the authority to debit advisory fees directly from Client funds or otherwise transfer funds or securities from Client funds solely to another account owned by the respective Private Fund pursuant to written authorization and instructions provided by the Client to the qualified custodian and/or broker. Veteri also sends a copy of the brokerage and bank statements to the account owner(s) on a monthly basis. Clients should carefully review the qualified custodian’s statements and should compare these statements to any account information provided by Veteri. please register to get more info

INVESTMENT DISCRETION
When a Client agrees to discretionary management, Veteri will be responsible for selecting the amount of securities to be bought and sold. Discretionary authority will be established through the execution of an investment advisory agreement. The only limitations on the investment authority will be those limitations imposed in writing by the Client. Each Client’s governing document provides that the Company has exclusive and absolute discretion and authority in managing and controlling the business and affairs of such Client, subject only to specific and express limitations provided therein. Therefore, Veteri has discretionary authority to determine, without obtaining specific consent from Clients (or underlying investors therein), the securities and the amounts to be bought or sold on behalf of the Clients. please register to get more info

VOTING CLIENT SECURITIES
In accordance with its fiduciary duty to Clients and Rule 206(4)-6 of the Advisers Act, Veteri has adopted and implemented written policies and procedures governing the voting of Client securities. All proxies that Veteri receives will be treated in accordance with these policies and procedures. In general, Veteri retains the exclusive authority to vote proxies on behalf of all of its Clients and votes each proxy in accordance with its fiduciary duty to its Clients and will generally seek to vote proxies in a way that maximizes the value of Clients’ assets. However, Veteri may abstain from voting a proxy if it determines that abstaining is in its Clients’ best interests. For example, Veteri may be unable to vote securities that have been lent by the custodian or the Company may be limited to how much of the outstanding shares it can vote (i.e. Passivity Agreement or Federal Reserve Bank guidelines.) Proxies received after a Client terminates its advisory relationship with Veteri will not be voted. Veteri will consider whether the Company is subject to any material conflict of interest in connection with each proxy vote. Veteri’s supervised persons are required to report any material conflict of interest associated with a proxy vote that they are aware of to Veteri’s Chief Compliance Officer for resolution. If Veteri detects a material conflict of interest in connection with a proxy solicitation, the Company will (i) seek instruction, where feasible and practicable (i.e., as to time), from the Investors, or (ii) engage, at Veteri’s own expense, an outside proxy voting service or consultant to make a recommendation. Veteri’s Chief Compliance Officer will retain documentation of the recommendation and will ensure that the Clients’ proxies are voted in accordance with that recommendation. A copy of Veteri’s proxy voting policies and procedures, as well as information about how Veteri voted with respect to a Client’s securities, is available upon request by contacting Veteri’s Chief Compliance Officer at the telephone number or address found on the initial page of this brochure. Veteri does not direct Clients’ participation in class actions and, on a case by case basis, will either return documentation inadvertently received regarding a Client’s participation in class actions to the sender or forward such information to the appropriate Client. please register to get more info

FINANCIAL INFORMATION
Veteri has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage its Clients’ assets. please register to get more info