Firm Description MSH Capital Advisors, LLC ("MSHCA", "we", "our", "the Firm", "Adviser") is an Arizona-based limited liability company formed under the laws of the state of Delaware. MSHCA was formed in May 2011 and registered as an investment adviser in the states of Arizona, California, and New York. In January 2017, the Firm became registered with the Securities and Exchange Commission ("SEC") as an investment adviser. The Firm's managing member and sole owner, Mark S. Howells, is also the majority owner of M.S. Howells & Co. ("MSH"), a Financial Industry Regulatory Authority, Inc. ("FINRA") member firm and SEC registered broker-dealer, and MS Insentra LLC, an insurance agency and independent marketing organization. Advisory Services The Firm offers investment advisory services to individuals, pension funds, financial institutions, small businesses, retirement plans, foundations, non-profit organizations, charities, trusts, estates, and municipalities through a network of Investment Advisor Representatives ("IARs") supervised by MSHCA. Most of these IARs are also licensed as Registered Representatives ("RR") of MSH. Clients are under no obligation to utilize the services of IARs in their capacity as RRs or to use MSH as a broker-dealer. If a client wishes for the IAR, in their capacity as an RR, to execute securities transactions on their behalf, those transactions will be executed by MSH, an affiliated broker-dealer. Prior to effecting any such transactions, clients are required to establish a new account with MSH. Commissions charged by MSH may be higher or lower than those charged by other broker-dealers. In addition, the RR may receive commissions, concessions, mark-ups or mark-downs for transactions, including, for example, ongoing 12b-1 fees from mutual fund companies for as long as a mutual fund investment is maintained. Advisory services may be offered by MSHCA using marketing brands of unrelated legal entities not owned by MSHCA. Currently, Buchanan Capital, Inc. ("Buchanan"), Candor Wealth Advisors LLC ("Candor"), Thieman Investments & Retirement Services, LLC (“Thieman”), and Summit Wealth Advisors LLC (“Summit”) are marketing brands that are co- branded with MSHCA when offering advisory products and services. Persons associated with Buchanan, Candor, Thieman, and Summit are not employees but rather independent contractors of MSHCA acting in an IAR capacity. Buchanan, Candor, Thieman, Summit and other unrelated legal entities offering advisory services through MSHCA by virtue of independent contractor relationships may have their own trade names and logos used for marketing purposes and may appear on client statements. While each IAR, whether branded through MSHCA or an unrelated legal entity, may have a different business model, MSHCA oversees the investment advisory activities. Throughout this document, references to MSHCA shall be inclusive of all marketing brands. Advisory Services MSHCA offers investment advisory services through three wrap fee programs ("Programs"). The Programs described below are MSH Capital Advisors LLC, Institutional Intelligent Portfolios™ and Orion Eclipse Communities. MSHCA provides investment services defined as giving continuous investment advice to a client and making investments based on the individual needs of the client. MSHCA provides its clients with a range of investment advisory services through the Programs. The below-referenced services are offered based on the client's individual needs:
• Assessment of the client's investment needs and objectives;
• Development of an asset allocation strategy designed to meet the client's objectives;
• Recommendations of suitable style asset allocations;
• Identification of appropriate investments and investment vehicles suitable given the client's goals and risk tolerance;
• Review of strategy and adherence;
• Investment management;
• Recommendations for account rebalancing, if and when necessary;
• Online and paper reporting of client account(s) performance and progress; and
• Ongoing advice regarding financial matters Through our Programs, investment management, ongoing monitoring, continuous financial advice, and transaction costs (ticket charges) are provided for one fee. Whenever a fee is charged for services described in this Wrap Fee Program Brochure, we will receive all or a portion of the fee charged. A portion of the fee is shared with the IAR and third-party manager or adviser, if applicable. Therefore, the IAR has an economic incentive to recommend these Programs. When deciding which program is appropriate, it should be brought to the client's attention that fee-based accounts, when compared to commission-based accounts, often result in lower costs during periods when trading activity is heavier, such as the year an account is established. However, during periods when trading activity is lower, the fee- based account arrangement may result in a higher annual cost for transactions. Thus, depending on several factors, the total cost for transactions under a fee-based account versus a commission-based account can vary significantly. Factors that affect the total cost include account size, amount of turnover, type and quantities of securities purchased or sold, commission rates, and the client's tax situation. It should also be noted that lower fees for comparable services may be available from other sources. The exact fees and other terms are outlined in the agreement between the client and MSHCA. MSHCA absorbs certain transaction costs in wrap fee accounts. Therefore, we may have a financial incentive not to place transaction orders in those accounts since doing so increases its transaction costs. Thus, an incentive exists to place trades less frequently in wrap fee arrangements. The amount of trades placed in a wrap fee account is a factor that has a direct bearing on the relative cost of the Program. If there are only a few trades placed in the account over a period of time, it is possible that paying for advisory services and ticket charges separately may be less expensive than the fee. The opposite is also true; if there are a large number of trades placed in the account over a period, it is possible that paying for advisory services and ticket charges separately may be more expensive. While MSHCA does not charge clients higher advisory fees based on their trading activity, clients should be aware that MSHCA may have an incentive to limit its trading activities in client account(s) because MSHCA may be charged for executed trades. In addition, the advisory fee is shared between MSHCA, the IAR, and the third-party investment adviser ("TPI"); therefore, the IAR has an economic incentive to offer the wrap fee program over other programs or services. The client should discuss the advantages and disadvantages of fee-based and commission-based accounts with the IAR and the client should read this Wrap Fee Disclosure Brochure carefully as it explains the various Programs offered through MSHCA. Limited Discretionary Authority MSHCA may accept limited discretionary authority for client accounts. An Investment Advisory Agreement is executed with each client granting limited discretionary authority. In accounts established on a limited discretionary basis, the client gives written authority for MSHCA and its IAR to provide continuous monitoring and supervision and asset management services with regard to the client's account. This means that MSHCA has limited authority to purchase, sell, reinvest, allocate, reallocate, and rebalance assets and proceeds in the account without obtaining the client's prior confirmation or consent. Such authority includes, but is not limited to, purchasing, selling, exchanging, tendering, managing, trading in and/or otherwise acquiring and disposing of stocks, bonds, mutual funds, fixed income, cash and cash equivalents, and other securities and/or contracts relating to the same, on margin or otherwise, and to instruct the registered broker-dealer, trustee and/or custodian of the account(s) to receive, accept and deliver securities or other assets, and to implement any investment decisions for the account(s) including periodic rebalancing, all without prior confirmation or consultation with the client. Except as otherwise stated in this agreement, MSHCA has no authority to take possession of any assets in the client account(s) nor to direct delivery of any securities or payment for the benefit of MSHCA. This limited discretionary authority includes the authority to hire, fire, or retain other TPIs or managers and to exercise any authority granted to MSHCA to allocate assets belonging to the client and subject to the MSHCA IAA. MSHCA has no authority to take possession of any assets in the client account(s) nor to direct delivery of any securities or payment for the benefit of MSHCA. The client may, at any time, impose reasonable restrictions on our discretion. Requests must be submitted in writing and signed and dated by the client or appropriate agent. Clients also may impose reasonable restrictions on the types of investments that may be purchased in their portfolio (e.g., no tobacco or defense stocks). All such requests must be provided in writing at the time the account is established. Clients may also modify the restrictions at any time by providing the update to MSHCA in writing, including an effective date. MSHCA maintains the right to refuse to establish an account or close an existing account if it believes that the imposed restrictions are excessive and would limit the ability to effectively manage the account. The client should understand that the imposition of portfolio restrictions could have an effect on the performance of the portfolio. Non-Discretionary Authority MSHCA also offers its advisory services on a non-discretionary basis. Accounts established on a non-discretionary basis require the client to make investment decisions and direct MSHCA by providing consent each time prior to purchasing, selling, exchanging, tendering, managing, trading in and/or otherwise acquiring and disposing of stocks, bonds, mutual funds, fixed income, cash and cash equivalents, and other securities and/or contracts relating to the client, on margin or otherwise, and to instruct the registered broker-dealer, trustee and/or custodian of the account(s) to receive, accept and deliver securities or other assets, and to implement any investment decisions for the account(s) including periodic rebalancing. The client maintains the authority to hire, fire, or retain other TPIs or managers and to allocate assets. All authority belongs to the client and must be exercised prior to any activity in the account. Upon request by the client, MSHCA will enter an order for execution as soon as is practical but cannot guarantee that any such transaction will be effected on the day received or at any specific time or price. Since clients who engage MSHCA on a non-discretionary basis must provide consent prior to MSHCA effecting any transaction, MSHCA may place trades for discretionary accounts before it places similar trades for non-discretionary accounts, which may negatively impact the latter. Additionally, if MSHCA is unable to contact a non-discretionary client, the client's portfolio may miss certain investment opportunities or experience losses that may otherwise have been avoidable. For both discretionary and non-discretionary accounts, the client agrees to notify MSHCA promptly of any significant changes to the information provided by the client in the IAA or any other significant changes to their financial circumstances or investment objectives that might affect the way in which the client's account should be managed. Clients may also provide MSHCA with any additional information requested by the IAR to effectively manage the client's account. Portfolio Management Services-MSH Capital Advisors LLC Wrap Fee Program MSHCA's IARs act as Portfolio Managers of the MSH Capital Advisors LLC Wrap Fee Program. Under that program, the IARs will create a portfolio consisting of individual stocks or bonds, mutual funds, fixed income products, government securities, exchange-traded funds, municipal securities, options, money market funds, corporate bonds, cash and cash equivalents, 529 College Savings Plans, and based on the client's risk tolerance, investment objective, time horizon, financial goals and other financial data. The IAR will review the client's portfolio at least quarterly and, if deemed appropriate, rebalance such portfolio and update the investment model based on the client's individual needs, stated financial goals, and investment objectives. The IAR may allocate or reallocate assets within the model as needed. The client may, at any time, impose reasonable restrictions on the types of investments held in the portfolio. See "Client Restrictions." However, all restrictions (or modifications to existing restrictions) must be submitted in writing and signed and dated by the client or appropriate agent. The IAR generally seeks to meet client investment objectives while providing clients with access to personal advisory services. The IAR will meet with the client on at least an annual basis or more often, depending on the client's needs. The IARs will not attempt to manage short-term market fluctuations with active trading (e.g., market- timing/allocation). However, the IAR may reallocate the portfolio as necessitated by large-scale macroeconomic changes in the securities markets. Mutual funds may be selected based on any or all of the following criteria: performance history, the industry sector in which the fund invests, the track record of the fund's manager, the fund's investment objectives, management style and philosophy, and the fund's management fee structure. The IAR must select the most appropriate share class available to the client for placement within the Wrap Fee Program. Each client's individual needs and circumstances will determine initial portfolio weighting between funds

and market sectors. Clients will retain individual ownership of all securities. Portfolio Management Services-Institutional Intelligent Portfolios™ Wrap Fee Program Under the Institutional Intelligent Portfolios™ Wrap Fee Program, IARs will create asset allocation models utilizing low expense ETFs and mutual funds. The program is provided online through an interactive website and mobile application. Clients are invited to enroll in the program at the direction of the IAR. Clients are asked a series of questions to determine their investment risk profile and receive a recommended strategy from the IAR based on the answers provided. Clients are given the option of having their strategy one level more conservative or aggressive than the recommended strategy. The IAR makes a final recommendation based on all the information that the client has provided to the IAR. The IAR chooses from among several different asset classes and has the option to create separate investment strategies designed for taxable accounts and tax-deferred accounts. The IAR determines allocation percentages for each ETF and asset class in each investment strategy based on all the information provided by the client as indicated in the Investment Advisory Agreement ("IAA"). The IAR will monitor the client account, allocate or reallocate assets and cause the asset allocation models to be rebalanced quarterly, as needed. For a complete description and discussion of the Institutional Intelligent Portfolios™ Wrap Fee Program, please refer to the Schwab Wealth Investment Advisory, Inc. Institutional Intelligent Portfolios Disclosure Brochure, which was provided to the client at the time the account was established or when the client enrolled in the Program. Clients may contact the IAR for an additional copy. Portfolio Management Services-Orion Eclipse Communities Wrap Fee Program The Orion Eclipse Communities Wrap Fee Program allows the IAR to select multiple portfolio strategy models and manage each model separately yet unified within the client's single account. The IAR designs a customized asset allocation model consisting of available models on the platform and manages the account to the selected portfolio model. The models are designed to maximize asset allocation strategies and consist of mutual fund, stocks, bonds ETFs, government securities, municipal securities, cash and cash equivalents, and alternative investments such as Real Estate Investment Trusts and Limited Partnerships. The IAR monitors the account, allocates or reallocates the models, and ensures that the assets are rebalanced when an asset class is out of asset allocation tolerance by more than a specified band unless there are extenuating circumstances to dictate otherwise. For example, the model may be moved to cash under certain market conditions. Third-Party Manager: MSHCA may determine that it is in the interest of the client to have an unaffiliated Third-Party Investment Manager ("TPM") provide portfolio management services for the client. To facilitate account reporting when utilizing TPMs, account assets are usually held at a custodian designated by the TPM and will also generally require that all securities transactions for the client's account be executed by the custodian. Once a client has selected a TPM, MSHCA will supply the TPM with information regarding the financial background and investment objectives of the client to the extent the client provides such information. The client then enters an advisory agreement with the TPM, whereby the TPM agrees to accept and manage the client's account on a discretionary basis and in accordance with the client's investment objectives. MSHCA will provide the client with the TPM's disclosure documents and fee schedule. The TPM provides reports to clients at the frequency specified in the advisory agreement. MSHCA will provide periodic assistance in evaluating the manager(s) performance and, if necessary, recommend replacing a manager selected. MSHCA is available to discuss reports and to assist the client with other matters associated with the third-party account. Wrap Fee Program Fees Fees for wrap fee programs are based on a percentage of the assets under management. The advisory wrap fee is an annual fee billed either monthly or quarterly, in advance or arrears. The advisory wrap fee is calculated as a percentage of the market value in the account on the last trading day of the end of the previous billing cycle and is charged to the client's account by the tenth (10th) business day of the following month. Fees are based on the calendar month or a quarterly period, and new accounts are pro-rated based on the number of days accounts are managed in the month or quarter. The client advisory wrap fee is negotiated on a client-by-client basis with the IAR and may be up to 1.50% on wrap fee accounts, which is one fee inclusive of (1) investment management, (2) ongoing monitoring and continuous financial advice, and (3) transactional charges. The advisory wrap fee is not inclusive of certain other fees and expenses discussed below in "Additional Fees." Program Wrap Fee MSH Capital Advisors LLC Up To 1.50% Institutional Intelligent Portfolios TM Up To 1.50% Orion Eclipse Communities Up To 1.50% Fees may be automatically deducted from a client's managed account upon prior written authorization by the client. The Firm sends an electronic request to the custodian indicating the amount of the advisory wrap fee to be paid from the client's managed account. The client will receive a statement from the independent custodian at least quarterly, which will show the amount of the advisory wrap fees paid to the Firm. Fee arrangements are customized depending on the type of services provided for each client. In all cases, fee arrangements, including specific rates, will be included in a written agreement executed by MSHCA and the client prior to any services being provided. Fees, fee structure, and experience will vary by IAR. Clients with different IARs may receive similar services and pay more or less of a fee than another client. Furthermore, IARs may determine fees differently. For example, some advisors may implement a flat fee, while others use a tiered approach. There are advantages and disadvantages to all fee structures, but each IAR may have their own variances within the MSHCA fee structure. The negotiated fee is disclosed in the IAA that is signed when establishing an account in advance of services being rendered and fee charged. IARs have an economic incentive in the fee charged to the account as they receive a percentage of the fee, with the remaining portions going to MSHCA and other third-party investment managers or advisers, when applicable. MSHCA believes that its annual advisory wrap fee is reasonable in relation to (1) services provided and (2) the fees charged by other investment advisers offering similar services and programs. However, our annual advisory wrap fee may be higher than that charged by other investment advisers offering similar services and program fees. 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 cost of the services if provided separately and the trading activity in the client's account. Additional Fees Clients who participate in wrap fee programs will not have to pay transaction costs (e.g., ticket charges). However, MSHCA's advisory wrap fee does not include certain transaction fees and additional account- associated expenses incurred by the client. Advisory wrap fees paid to MSHCA are separate and distinct from fees charged by any custodian, third-party investment providers, investment companies, or other third parties. The advisory wrap fee does not cover charges such as personal trust reporting services fees, margin costs, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer fees, electronic fund fees, distribution fees, annual IRA account fees, termination fees, account transfer fees, SEC fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and ETFs also charge internal management fees and expenses, which are disclosed in the fund's prospectus. Such expenses are exclusive of and in addition to MSHCA's advisory wrap fee. MSHCA does not receive any portion of these associated fees and expenses. There is an inherent conflict of interest when an IAR receives transaction-based compensation (e.g., commission) or other benefits in their capacity of RR for recommending certain securities or transactions for which the client also pays an advisory fee. Prior to transacting any securities or advisory business, the IAR must disclose the fee structure and the commission structure to the client so that they may evaluate the compensation arrangement. In a situation where MSHCA and the IAR are leveraging commissioned products to implement an investment strategy, fees may be waived or offset by commissions, which will be properly disclosed in writing. An IAR who is managing an investment account positioned in mutual funds or ETFs must disclose all management fees and expenses as described in the prospectus and must select the most appropriate share class available to the client. Exclusion of Assets The client has the right to exclude assets (“Excluded Assets”) held in the client’s account. This means that MSHCA and its IARs will not monitor or manage the Excluded Assets, and the Excluded Asset value will not be included in the calculation of any advisory fee regardless of whether the Excluded Assets are held in the account(s) or reported in any statement provided to the client. The client must specifically identify the Excluded Assets and request the exclusion in writing. Cash is defined as cash and money market sweeps (“Cash"). Cash held in the client’s account, which constitutes more than 50% of the client’s total asset holdings in that account for 90 consecutive days or more as of the last trading day of the previous billing cycle, will not be billed an advisory fee. However, the remaining assets in that account will be billed. Once Cash held in the client’s account is less than 50% of the client’s total asset holdings in that account, advisory fee billings may resume, including the Cash balance on the next billing cycle. Exemption MSHCA may exempt Cash or a securities position from advisory fee billing as deemed appropriate. Termination Clients may terminate their advisory agreements without penalty within five (5) business days of signing the agreement. Thereafter, clients or MSHCA may terminate the advisory agreement by providing written notice to the other party. If an advisory agreement is terminated prior to the close of the billing period, MSHCA will refund the remaining portion of the advisory fee paid in advance to the client by crediting their account or issuing a check to the address of record within 30 days. For those clients utilizing TPMs, termination procedures are determined by the individual TPM. Please refer to the specific TPM disclosure brochure for applicable termination procedures and related fee reimbursement policies. Investment Advisor Representatives as Registered Representative of an Affiliated Broker-Dealer IARs of MSHCA may also be RRs of MSH and may execute securities transactions for clients of MSHCA. MSH and its RRs will receive commissions, concessions, mark-ups, mark-downs, or other benefits as a result of certain securities transactions. Conflicts of interest arise as IARs may make investment recommendations to clients based on the compensation or benefits that they would earn as an RR rather than what is in the client's best interest. Fixed Income Transactions In some instances, and strictly as an accommodation to its clients, an MSHCA IAR may elect to purchase fixed income transactions for its advisory clients through its affiliated broker-dealer, MSH, utilizing Schwab’s Prime Brokerage Services (“PBS”). PBS is designed to provide IARs with the ability to trade at broker-dealers other than Schwab. To become eligible for PBS, advisory clients must complete the Schwab PBS agreement and the account must maintain a minimum net equity of no less than the minimum net equity required by the SEC No- Action Letter dated January 25, 1994. MSHCA will not charge an advisory fee, and clients will not be charged a prime brokerage service fee for such transactions. The IAR, in their capacity as RR, will purchase fixed income products for those clients on a riskless principal or agency basis through MSH and receive a commission or a concession. MSH’s clearing firm and Schwab will clear and settle the applicable transactions. A confirmation will be generated by Schwab and provided to the client, which includes the trade details. IARs have an economic incentive to effect transactions through the affiliated broker-dealer. Investment Advisor Representatives as Licensed Insurance Agents of an Affiliated Insurance Agency IARs may also be licensed insurance agents through MS Insentra LLC, an affiliated insurance agency and independent marketing organizations. MS Insentra representatives and management have an economic interest to actively market insurance products and services to MSHCA IARs, which may incentivize them to recommend insurance products to clients. Clients can choose to engage the agent, in their individual capacities, to effect insurance transactions on a commission basis. The recommendation by an insurance-licensed IAR to purchase an insurance product through an affiliated insurance agency presents a conflict of interest, as the receipt of commissions provides an incentive to recommend insurance products based on commissions to be received rather than on a particular client's needs. No client is under any obligation to purchase any insurance commission products from any IAR. Clients are reminded that they may purchase insurance products recommended by MSHCA IARs through other non-affiliated insurance agents.