Herbert J SIMS Capital Management Inc

Item 5 - Fees and Compensation                                 Sub-Advisor, Model Manager or the Separately Managed
                                                               Account Program.
HJSCM Advisory Programs
Advisory fees are subject to negotiation. On a quarterly       In the event the Adviser retains the services of a Sleeve
basis, HJSCM will charge the advisory fee 90 days in           Strategy or Model Manager, or Sub Advisor, the
advance, unless billing in arrears is selected, based on the   applicable fees for the Sleeve Strategy or Model Manager
clients' assets under management as of the last business       will be disclosed on the “Sleeve/Model Manager
day of each quarter.                                           Addendum” and forwarded to the client prior to investing
                                                               the clients’ funds in the Sleeve Strategy or Model. If
HJSCM Managed Portfolio Program (“MPP”)                        selecting HJSCM Separately Managed Accounts

Program, the Program management fee is disclosed in the         described in “Brokerage Practices” below, which covers
Client Service Agreement.                                       execution and conflicts of transactions through HJS as
                                                                broker-dealer.
The Advisory Fee does not include fees or expenses
                                                                The MPP Programs may cost clients more or less than
associated with the underlying investment vehicles (such
                                                                any other programs. Factors bearing upon the cost of the
as redemption fees or expense ratios).
                                                                MPP Program in relation to the cost of the other programs
                                                                may include, among other things, trade activity, the size
In addition to the Advisory Fee and regardless of the           and type of the account, the historical or expected size of
actual quarterly Advisory Fee rate or the value of the          the account, and the number and range of supplemental
assets in the account, Envestnet charges a flat annual          services provided to the account. No party shall be
operational fee of $25 based on services provided.              compensated based on a share of capital gains upon, or
                                                                capital appreciation of, funds or any portions of funds or
Additional Fees & Expenses                                      other investments in an account.
The investment adviser representative will not receive
any additional fees and expenses in his or her capacity as      Further information about the Program and Brokerage
a registered representative of HJS. There is a conflict of      cost and fees are set forth in a separate wrap program
interest in selecting mutual fund share classes with 12b-1      brochure that are available upon request.
fees since the firm and its affiliated broker-dealer have a
financial incentive to place advisory clients in higher-fee     Termination of Program
share classes over lower-fee share classes of the same          HJSCM and/or Sponsor reserves the right to terminate a
mutual fund. Therefore, any such receipt of 12(b)-1             client’s Account and related Client Agreement at any
compensation will pass directly back to the Client and          time by providing notice to the client. If HJSCM
his/her account(s), thus, avoiding a conflict of interest.      terminates the Agreement, the account becomes an HJS
However, in instances where the client decides to direct        commission-based brokerage account and the client will
brokerage or a portion of the recommendations through a         no longer receive ongoing monitoring and investment
brokerage account at HJS, the client may also pay               advice with respect to the account and will not be charged
separate fees for any internal management operating fees        an advisory fee as of the date of termination. A client may
or expenses imposed or incurred by a mutual fund or             terminate an Account by notice to HJSCM, and is
other pooled investment vehicle in which a client may           responsible for any fees accrued up to the date of
invest. HJS may receive distribution or service (“trail”)       termination. Upon termination, the IAR does not act in an
fees from the sale of certain mutual funds (including           investment adviser capacity for the client with respect to
money market funds) pursuant to a 12b-1 distribution            the Account, but may act in a broker capacity as a
plan or other such plan as compensation for distribution        registered representative of HJS. As a result, the client
or administrative services and are distributed from the         would no longer be charged an Account advisory fee, but
fund’s total assets. These fee arrangements will be             the client would be charged transaction-based
disclosed upon request of a client and are available in the     compensation       (e.g.    mark-ups/mark-downs         and
applicable fund’s prospectus.                                   commissions) with respect to all transactions in the
                                                                account. In addition, the IAR will not have any
HJS, as an affiliated broker of HJSCM, has in incentive         responsibility to monitor the account or to provide
with initial public offerings and secondary offerings as it     investment advice with respect to the account as of the
collects the full gross spread on the transaction. For          date of termination.
example, clients may purchase securities through broker-
dealers in initial public offerings, and/or secondary           HJSCM and Sponsor reserve the right to decline any new
...

Item 7 - Types of Clients                                       employ reasonable diligence in evaluating and
                                                                monitoring third-party managers, no amount of diligence
HJSCM primarily provides customized investment
                                                                can eliminate the possibility that a third-party manager
management services to individuals, including high-net-
worth individuals and associated trusts, estates, pension       may provide misleading, incomplete or false information
and profit-sharing plans, and other legal entities. HJSCM       or representations, or engage in improper or fraudulent
does not provide tax preparation, security rating and           conduct, including unauthorized changes in investment
pension consulting or market timing services.                   strategy, insider trading, misappropriation of assets and
                                                                unsupportable valuations of portfolio securities.