Investment Advisory Services Each client has a designated investment adviser representative (“investment adviser representative “ or “IAR”), who is an advisory representative of Herbert J. Sims Capital Management, Inc. (“HJSCM”). The IAR is generally also a registered broker-dealer representative of Herbert J. Sims & Co. Inc. (“HJ SIMS”). Clients who wish to participate in the HJSCM Managed Portfolio Program (“MPP” or the “Program”) will enter into an investment management agreement with HJSCM. HJSCM has retained a third- party service provider, Envestnet Asset Management, Inc. and/or its affiliates (collectively, “Envestnet”), for various administrative, investment advisory and/or other services available on Envestnet’s Platform. Clients inform their investment adviser representatives of the investment objectives, risk tolerance, and investment time horizon, and any investment policies, guidelines, or reasonable restrictions applicable to the assets they designate for investment through the Program. Investment adviser representative will assist with the selection of portfolio manager models, the selection of investment strategies, and the allocation of assets among managers or strategies. The client will make all decisions regarding the specific third-party managed account service and/or strategies that are selected in the advisory account. HJSCM will have trading discretion over certain client accounts’s investment but HJSCM has no discretion to move funds. The client will receive the disclosure brochure of each portfolio manager selected. Clients should read these programs carefully before deciding whether to invest through a particular program or select a particular portfolio manager and strategy. Execution of Trades Clients generally authorize and direct HJSCM or selected model/strategy managers to execute trades for accounts in MPP through Pershing, LLC (“Pershing”), a broker-dealer not affiliated with HJSCM. Custody An unaffiliated entity acts as custodian for MPP accounts. The custodian is named in the client’s Client Service Agreement (“CSA”). In most cases Pershing, LLC (“Pershing”) will act as custodian for all accounts. Fees and Compensation The MPP is a "wrap fee" advisory program. A "Wrap Fee" (also called in this brochure an “Advisory Fee”. The terms are used interchangeably here.) typically covers the cost of our investment advisory services, most execution charges through the custodian, custodian fees, platform administration, reporting services, investment manager fees. HJSCM will charge the advisory fee 90 days in advance based on the clients' asset under management as of the last business day of each quarter. . The Advisory Fee rate charged each quarter will be based on the net value of the assets in the Account on the last business day of the prior quarter, then multiplied by the annual Advisory Fee rate set forth in the Client Service Agreement and divided by number four (4) or ¼ of the annual fee. If assets transfer in during a current business quarter, then the number of remaining calendar days in the then current quarter will be used to divide the quarterly fee amount. Accounts in the same household may be aggregated for the purposes of determining the applicable Advisory Fee rate, subject to HJSCM’s policies and procedures and applicable law. The Advisory Fee rate will be blended, i.e., as the value of the assets reaches various thresholds, the assets above each threshold will be charged successively lower advisory fee rates. The value of the assets will be based on information provided by the custodian of the assets, as applicable. HJSCM is entitled to rely on the financial and other information that the client, and custodian, or any other third-party provides to HJSCM. HJSCM does not independently verify this information nor does HJSCM guarantee the accuracy or validity of such information. The maximum Advisory Fee rates for the Programs are subject to negotiation. The maximum annual HJSCM Advisory Fees are: HJSCM Managed Portfolio Program (“MPP”) Value of Account Assets Maximum Advisory Fee $50,000 – $500,000 2.50% $500,001 – $1,000,000 2.00% $1,000,001 – $2,500,000 1.75% $2,500,001 – $5,000,000 1.50% Over $5,000,001 1.25% These Advisory Fees (also called Wrap Fees) are generally subject to negotiation and typically range from 1.25% to 2.50% of the initial value of the assets in the account per year, depending on the size of the account or household and services covered. Except as described herein, the annualized wrap Fee is not intended to cover all expenses associated with the Account, including custodial fees and fees payable to a Sub-Advisor, Co-Adviser, or Third Party Sleeve Strategy or Model Manager. In the event the Adviser retains the services of a Sleeve Strategy or Model Manager, or Sub-Advisor, the applicable fees for the Sleeve Strategy or Model Manager will be disclosed on the “Sleeve/Model Manager Addendum” and forwarded to the client prior to investing the clients’ funds in the Sleeve Strategy or Model. The Advisory Fee does not include fees or expenses associated with the underlying investment vehicles (such as redemption fees or expense ratios). In addition to the Advisory Fee and regardless of the actual quarterly Advisory Fee rate or the value of the assets in the account, Envestnet charges a flat annual operational fee of $25 based on services provided. The Wrap Fee will be calculated as a blended fee using two or more of the rate tiers set forth above. The blended rate is calculated by charging a lower rate on the assets above the designated tiers. These fees are generally subject to negotiation and typically range from 1.25% to 2.50% of the value of the assets in the account per year, depending on the size of the account and the services covered. The imposition of the minimum fee may cause the effective Wrap Fee rate (expressed as a percentage) to be greater than the fee rates specified in the client’s program agreement. The value of the assets will be based on information provided by Pershing, LLC (the custodian of the assets). HJSCM is entitled to rely on the financial and other information that the

client, any custodian, or any other third party provides to HJSCM. HJSCM does not independently verify this information nor does HJSCM guarantee the accuracy or validity of such information. Clients generally instruct the custodian to take instructions from HJSCM to debit the fee from one of client’s accounts. Either party at any time upon written notice may terminate the Program agreement and a pro rata portion of any Wrap Fee paid by the client in advance will be remitted to the client based on the number of days left in the quarter following receipt of the notice of termination by HJSCM. The Wrap Fee covers the advisory services provided by the investment adviser representative, program administrative services provided by HJSCM or Envestnet, execution of transactions through Pershing LLC, and custodial services (unless otherwise agreed between the custodian and the client). HJSCM also shares a portion of the Wrap Fee with the HJSCM investment adviser representative. Envestnet will also receive a portion of the Wrap Fee for the administration of the Platform and other services it provides. The investment strategy may cost a client more or less than purchasing such service separately depending on the model manager or strategies selected, the frequency of trading in the Program accounts, commissions charged at other broker-dealers for similar products, fees charged for like services by other advisers and broker- dealers and other factors. The Wrap Fee does not cover:
• Brokerage commissions or other charges resulting from transactions not effected through Pershing, LLC
• Any additional custodial services contracted for directly by the client with the custodian;
• Certain costs or charges that may be imparted by the custodian, including costs associated with exchanging foreign currencies, odd-lot differentials, IRA fees, transfer taxes, exchange fees, wire transfer fees, postage fees, and other fees or taxes required by law. In addition to the Wrap Fee, each mutual fund or exchange-traded fund (ETF) and/or Model in which a client may invest also bears its own investment advisory fees and other expenses. Mutual funds may be available directly from the funds pursuant to the terms of their prospectuses and without paying the Wrap Fee and ETFs may be available outside of the Program without paying the Wrap Fee, subject to applicable commissions and/or transaction charges. Further, to the extent that cash used for investment through the Program comes from redemptions of the client’s mutual fund or other investments outside of the Program, there may be tax consequences or additional cost from sales charges previously paid and redemption fees incurred. Such redemption fees would be in addition to the Wrap Fee on those assets. Additional expenses associated with the specific underlying investment funds such as, redemption fees may apply. Certain mutual funds used in the Program may charge a redemption fee if shares are redeemed within a specified period of time. Clients may incur redemption fees in the event that a sell is executed or model update is implemented. Redemption fees vary by fund and are described in each fund’s prospectus. In MPP accounts, HJ SIMS and/or the custodian will receive payments from certain mutual funds (including money market funds) pursuant to a 12(b)-1 distribution plan or other such plan as compensation for distribution or administrative services and are distributed from the fund’s total assets. These fee arrangements will be disclosed upon request of a client and are available in the applicable fund’s prospectus. The investment adviser representative will not receive a portion of these fees in his or her capacity as a registered broker-dealer representative of HJ SIMS. Any such receipt of 12(b)-1 fee compensation will pass directly back to the Client and his/her account(s), thus, avoiding a conflict of interest. If cash is swept into a money market fund, HJ SIMS receives compensation based on the value of assets in these funds and the short-term rates environment. Thus, HJSCM and the HJSCM investment adviser representative have an incentive to recommend that the client select a money market fund as a sweep vehicle that pays more compensation to HJ SIMS than other funds. In addition, HJSCM investment adviser representatives may recommend securities for MPP accounts in initial public offerings (“new issues”) and secondary offerings. If HJ SIMS acts as an underwriter or manager for such offerings, or is a part of the selling group, it will receive compensation equal to either all or a portion of “gross spread” (the difference between the price the client pays for the security and the price at which HJ SIMS purchased the securities). The advisory fee is not reduced to offset this compensation. The amount of the gross spread is described in the relevant prospectus, offering circular or official statement. Most HJSCM investment adviser representatives are also registered broker-dealer representatives of HJ SIMS. HJ SIMS will receive a portion of payments received from a closed-end mutual fund or in connection with an initial public offering, a secondary offering, and/or a private placement with these HJSCM investment adviser representatives’ recommendations. These investment adviser representatives, when acting as broker-dealer registered representative with HJ SIMS, may also receive compensation outside of the advisory program under MPP, such as placement or commission fees, in connection with the sale of an investment product. Therefore, the HJSCM investment adviser representatives have an incentive to recommend certain investments over others. In addition, the HJSCM investment adviser representatives have an incentive to recommend securities where HJ SIMS acts as underwriter or manager or is part of the selling group. The investment adviser representative recommending the Program to the client may receive more or less compensation than if the client participated in other advisory programs offered by HJSCM or paid separately for investment advice, brokerage, and other services. Thus, the investment adviser representative may have a financial incentive to recommend the Program over other programs or services.