SIMC offers investment advisory services to ultra-high net worth individuals, trusts and foundations (each a “Client”, and together, the “Clients”) through its business segment called SEI Private Wealth Management (“PWM”). PWM is an umbrella name for various life and wealth advisory services provided by SIMC. For individuals and families generally totaling $10 million in net worth, PWM will help Clients to:
• set goals and priorities so Clients will discover exactly what they want to achieve;
• understand how their wealth should impact them, their family and their community; and
• free them from the everyday responsibility of wealth management. PWM’s services feature a life goals-based wealth advice process which includes investment advice and portfolio management, securities, financial management, administrative services, estate planning, philanthropy, and other related services which SIMC, its affiliates, and third parties provide to Clients. SIMC serves as the investment advisor to a number of pooled investment vehicles, including mutual funds, managed ETFs hedge funds, private equity funds, alternative funds, collective investment trusts and offshore investment funds (together, the “Pooled Investment Vehicles”). PWM may invest Client assets in a variety of platforms, products and services, including Managed Account Solutions (“MAS”). MAS Program Summary MAS is a wrap fee program which charges a bundled fee that includes advisory, brokerage and custody services. SIMC sponsors and is advisor to MAS. MAS consists of distinct investment programs administered by SIMC, each program encompassing various investment strategies available for use by Clients. The programs available under MAS are: (1) our “Individual Manager Strategies” which are individual investment strategies (or model investment portfolios) constructed by third party investment managers selected and overseen by SIMC (“Portfolio Managers”) or, in certain cases, constructed and directly managed by SIMC, covering a broad spectrum of investment styles; and (2) our ”Models-Based Strategies” consisting of investment strategy models managed directly by SIMC comprised of either (i) SEI Pooled Investment Vehicles, (ii) third-party exchange traded funds (“ETFs”), or (iii) third party branded investment strategies investing in families of third-party mutual funds and/or ETFs managed by well- established fund/ETF sponsors working with SIMC to promote and distribute our MAS solutions. MAS offers a feature called tax management in which SIMC appoints or acts as an overlay manager (“Overlay Manager”) for the equity portion of the Client’s assets. The various equity Portfolio Managers for the Client’s portfolio provide buy/sell lists (i.e., model portfolios) to the Overlay Manager, which is then responsible for executing the transactions across the account within certain performance parameters and security weighting variances from the underlying model portfolios, with the goal of increased coordination across the equity portion of the account, increased tax efficiency and minimization of wash sales. Neither the Overlay Manager nor SIMC offers tax advice; Clients should consult with their tax advisors as to the suitability of the tax management feature for their accounts. With respect to SIMC’s or an Overlay Manager’s implementation of a model portfolio, the Client’s portfolio is subject to the risk that its performance may deviate from the performance of similarly managed accounts (including within MAS) and other proprietary or client accounts over which the Portfolio Manager or SIMC retains trading authority (“Other Accounts”). The Overlay Manager’s variation from the Portfolio Manager’s model portfolio may contribute to performance deviations, including underperformance. In addition, a Portfolio Manager may implement its model portfolio for its Other Accounts prior to submitting its model to the Overlay Manager. In these circumstances, trades placed by the Overlay Manager pursuant to a model portfolio may be subject to price movements that result in the Client’s portfolio receiving prices that are different from the prices obtained by the sub-advisor for its Other Accounts, including less favorable prices. The risk of such price deviations may increase for large orders or where securities are thinly traded. In all cases, a Client may, at any time, impose reasonable restrictions on the management of a Client’s account. Such restrictions may include one or more “screens” offered by SIMC that restrict or permanently remove securities from the Client’s selected strategy on the basis of ESG or other criteria. SEI has selected and engaged Institutional Shareholder Services Inc. and MSCI ESG Research LLC, (“vendors”) to provide the selected screens. The vendors can vary from other ESG vendors and advisers with respect to its methodology for constructing screens, including with respect to the factors and data that it collects and applies as part of its process. As a result, the vendors’ screens may differ from or contradict the conclusions reached by other ESG vendors or advisers with respect to the same issuers. A client restriction, including the selection of a screen, will likely contribute to performance deviations from the strategy, including underperformance. SIMC develops various SIMC Managed Account Strategies, each of which seeks to achieve particular investment goals. SIMC Managed Account Strategies are not tailored to accommodate the needs or objectives of specific Clients, but rather the program is designed to enable Clients to be matched with an SIMC Managed Account Strategy that is consistent with the Client’s investment goals and objectives. However, Clients may, at any time, impose reasonable restrictions on the management of the Client’s assets. SIMC manages MAS accounts (i.e., “wrap fee accounts”) in the same manner that it manages non- wrap fee separate accounts with the same Investment Style or mandate. SIMC will receive a portion of the wrap fee for its services. Participation in MAS may cost the Client more or less than if the Client paid separately for investment advice, brokerage, and other services. In addition, the fees may be higher or lower than that charged by other sponsors of comparable wrap fee programs. Important Information about Individual Manager Strategies and Manager Strategy Solutions SIMC’s proprietary family of mutual funds (“SEI Funds”) and/or SIMC’s proprietary exchange traded funds (“SEI Managed ETFs”) may be recommended for a portfolio (generally due to investment minimums) for which SIMC also serves as an investment manager. SEI Private Trust Company (“SPTC”), a limited purpose federal thrift and SIMC’s affiliate that typically custodies Client accounts invested in MAS, generally requires Clients to retain a minimum allocation to a SIMC-managed money market fund (the “Sweep Fund”) in order to administer Client accounts. Accordingly, in most cases 1% of a Client’s portfolio invested in Individual Manager Strategies or Manager Strategy Solutions will be allocated to the Sweep Fund, although this amount may vary by strategy. Please see Item 9 for more information about SPTC. SIMC earns additional advisory fees from the SEI Funds when Client assets are invested in such shares. While SIMC’s additional compensation creates an incentive to invest Client assets in the SEI Funds, the conflict is mitigated because Clients invested in SEI Funds (other than the Sweep Fund) do not pay the wrap fee on assets allocated to such shares (but do still pay the internal fees associated with such shares). And, the fees SIMC and SIMC’s affiliates earn from the Sweep Fund are rebated against the Clients’ wrap fee. In addition, SIMC’s affiliates receive custodial, shareholder servicing and administrative fees from Clients’ investments in the SEI Funds. SIMC’s affiliates would not typically receive these custodial, shareholder servicing and administrative fees in connection with direct investments or investments in unaffiliated mutual funds (except in certain cases where SIMC’s affiliates have been separately hired by such funds to perform services (e.g., administrative) and in these cases SIMC’s affiliates will receive and retain fees earned for providing services to the third party funds). This creates an incentive for SIMC to favor shares of SEI Funds over direct investments in MAS. SIMC manages certain portfolios in MAS directly, rather than through the use of sub-advisors, as noted in the applicable Client paperwork. The strategies include various fixed income strategies, index- replication strategies, and factor-based strategies. In certain cases, SIMC will, with the Client’s review and approval, customize a fixed income portfolio for the Client. SIMC expects to continue to expand its directly managed strategy line up over time. For temporary defensive or liquidity purposes during unusual economic or market conditions, SIMC and/or Portfolio Managers may (i) invest all or a portion of investor portfolios in cash, money market instruments, repurchase agreements and other short-term obligations that would not ordinarily be consistent with a portfolio’s strategy; and/or (ii) delay or suspend purchases and sales of securities. SIMC or a Portfolio Manager will only do so only if it believes that the risk of loss outweighs the opportunity for capital gains or higher income. During such time, a portfolio may not achieve its investment goal. Available MAS Program – Important Information about Models-Based Strategy Generally, all Models-Based Strategies include an allocation to the Sweep Fund (generally 1%) in order to facilitate the administration of the Client’s account held at SPTC, SIMC’s affiliated custodian. Please see Item 9 below for more information about SPTC and its custodial services. Models-Based Strategies – Third Party Fund Families In this program, Clients desire to use SIMC’s asset allocation advice implemented through branded investment models allocated to funds of well-known mutual fund/ETF sponsors with established records managing retail assets through traditional pooled investment products (e.g., mutual funds and ETFs). SIMC does not research the entire market of available mutual funds/ETFs when selecting third party funds for use in this “Third Party Funds” program. Instead, SIMC develops a strategic business relationship with the sponsors of a limited number of third-party mutual fund/ETF families that meet specific business and investment criteria established by SIMC and develops branded investment models promoting the third party’s investment brand. These business criteria include willingness to engage in joint marketing, sales support, event support and other mutually beneficial marketing and sales arrangements with SIMC (and its affiliates). As a result, SIMC has a conflict of interest when making these funds available because SIMC relies on these firms to help market and support the solution. Another criteria SIMC takes into consideration is whether the mutual fund/ETF families are well established and well known “brands”. This reliance on these firms creates a disincentive for SIMC to discontinue the availability of the third party funds they sponsor, even if their funds do not compare favorably to other available funds on objective factors such as performance or cost. Investment criteria SIMC uses to select third party funds varies, as will the percent of a model’s allocation to third party funds. In some cases, SIMC selects mutual fund/ETF sponsors whose fund line-up spans from a majority of to a full range of asset classes necessary to meet SIMC’s range of model asset allocations. In other cases, the third party fund sponsor has a more limited range of funds that SIMC uses to populate a model, which may be as low as 10% of a model’s total investment allocation. In those cases where the mutual fund/ETF sponsor does not have a mutual fund or ETF meeting SIMC’s requirements for a specific asset class within a model strategy, SIMC will select SEI Managed ETFs or other third party ETFs or mutual funds to complete a Third Party Fund program strategy. SIMC will first determine if a SEI Managed ETF meets the asset class requirement and, if so, will use the SEI Managed ETF as part of the model. This determination is based on the SEI Managed ETF’s stated investment strategy and its alignment to the asset class requirements as determined in SIMCs discretion. If no such SEI Managed ETF fits the necessary asset class requirement, SEI will instead select from third party ETFs and mutual funds to complete the model allocation. The business and other criteria listed in the preceding paragraph are the primary factors SIMC takes into consideration when selecting any third party fund sponsor for participation in the Third Party Funds program. Moreover, there are other business-related criteria that SIMC takes into consideration. In particular, SIMC and its affiliates provide a wide range of financial services to institutional firms, including through the provision of technology solutions, middle and back office platform solutions, turn- key pooled product solutions and other financial services unrelated to the PWM offering. The revenue SIMC and its affiliates earn from these relationships often is significant. When selecting mutual fund/ETF sponsors for inclusion in the Third Party Fund program, SIMC will take these other SEI relationships into account and, accordingly, PWM may select a mutual fund/ETF sponsor that is a client of SEI for other purposes and we have a conflict of interest when doing so. We mitigate this conflict through the requirement that in all cases the firm meet our above noted criteria at the time of initial inclusion in the program and also on an ongoing basis. In addition, SIMC believes the conflict of interest associated with the business criteria described above is managed through the disclosures we make about the program. SIMC has a conflicts of interest when selecting SEI Managed ETFs to fulfill a Third Party Fund model’s asset allocation since this activity results in SIMC investing client assets in its proprietary products. As SIMC is the investment advisor to each of the SEI Managed ETFs, SIMC earns advisory fees for

providing services to the SEI Managed ETFs when clients invest in such funds through MAS. In order to address the conflict of interest this presents, as well as the allocation to the Sweep Fund noted above, SIMC rebates against the Client’s MAS wrap fee an amount equal to the fees SIMC and its affiliates earn from the funds on the Client’s assets invested in SEI Managed ETFs and Sweep Fund. And, as the SEI Managed ETFs are relatively new investment products and SIMC expects to launch additional SEI Managed ETFs from time to time, the inclusion of these funds in a model further benefits SIMC as it allows those ETFs to become commercially viable and more attractive in the market without SIMC having to invest its own capital in those SEI Managed ETFs. Clients should be aware that similar products may offer better performance and/or longer track records than SEI Managed ETFs. Models-Based Strategies – ETF Strategies and other ETF-based Strategies In these programs SIMC develops investment models as described above and generally populates the models’ asset allocations: (i) in the case of the ETF Strategies, with third party ETFs and, in certain cases, SEI Managed ETFs and, (ii) in the case of our other ETF-based Strategies, ETFs, third party mutual funds and, in certain cases, SEI Managed ETFs. Currently, these other strategies include our outcome- oriented strategies, but SIMC may add additional strategies within this strategy category over time. With respect to the third party ETFs or mutual funds selected for allocations to these models, SIMC does not rely on the ETF sponsors for marketing support, and includes them based on objective factors only. SIMC will first determine if a SEI Managed ETF meets the asset class requirement and, if so, will use the SEI Managed ETF as part of the model. This determination is based on the SEI Managed ETF’s stated investment strategy and its alignment to the asset class requirements as determined in SIMC’s discretion. If no such SEI Managed ETF fits the necessary asset class requirement, SIMC will instead select from third party ETFs and mutual funds to complete the model allocation. Use of Affiliates For each of the programs and products described in this Brochure, SIMC may hire its affiliates to perform various services, including, but not limited to, sub-advisory services, administrative services, custodial services, brokerage and/or other services and such affiliates may receive compensation for providing such services. Clients are also generally required to open custodial accounts with SIMCs affiliate, SPTC in connection with investing in MAS. Please refer to Item 9 for additional information. Program Fees In MAS, Clients pay a fee to SIMC for its advisory services, the trade execution provided by SIMC’s affiliate SEI Investments Distribution Co. (“SIDCO”) (see Item 6 for additional information), and the advisory services of Portfolio Managers and the custody fee of SIMC’s affiliate, SEI Private Trust Company (e.g., the “wrap fee”). SIMC’s fees are a percentage of the daily market value of the Client’s managed account portfolio assets. SIMC’s fees are calculated and payable quarterly in arrears and net of any income, withholding or other taxes. SIMC may discount the fees, which may be higher or lower than those charged by other investment advisors for similar services. Clients may have the option to purchase certain SIMC investment products, including the SEI Funds, that SIMC recommends through other brokers or agents not affiliated with SIMC. MAS fees do not cover certain costs, charges or compensation associated with transactions effected in a Client account, including but not limited to, broker-dealer spreads, certain broker-dealer mark-ups or mark- downs on principal transactions; auction fees; fees charged by exchanges on a per transaction basis; certain odd-lot differentials; transfer taxes; electronic fund and wire transfer fees; fees on NASDAQ transactions; certain costs associated with trading in foreign securities; any other charges mandated by law. In addition, MAS fees do not cover execution charges (such as commissions, commission equivalents, mark-ups, mark- downs or spreads) on transactions SIMC or a Portfolio Manager places with broker-dealers other than SIDCO or its affiliates or agents (third party broker dealers), or mark-ups or markdowns by third-party broker- dealers. SIMC and Portfolio Managers execute trades for fixed income securities through third-party broker- dealers and the spread, mark-up or markdown on such a transaction is borne by the Client. SIMC or Portfolio Managers may also occasionally execute other types of equity transactions through third-party broker- dealers. To the extent that transactions are executed through a third-party broker-dealer, any associated execution costs are incurred by the Client separate from the MAS fees. In addition, the value of a Client’s assets invested in shares of unaffiliated investment companies (e.g., exchange traded funds, closed-end or mutual fund companies, and unit investment trusts) is included in calculating the SIMC fee to the extent permitted by law. These shares are also subject to investment advisory, administration, transfer agency, distribution, shareholder service and other fund-level expenses (some of which may be paid to SIMC or its affiliates or to Portfolio Managers) that are paid by the fund and the Client, indirectly, as a fund shareholder. The SIMC fees will not be reduced by any of these unaffiliated fund-level fees, unless required by law. Please refer to Item 9 for additional information on SIDCO. Clients participating in MAS generally must custody their assets at SPTC and therefore will be subject to custody fees charged by SPTC. The bundled wrap fee charged for participation in MAS includes these custody fees, with the exception of a termination fee that SPTC charges upon the termination of a Client’s account. SIMC and/or its affiliates may voluntarily waive certain custody fees for its Clients. SIMC’s maximum fee schedule for MAS is as follows: CAT EGO RY Strategy Breakpoints SIMC Fee* All Cap, Equity Income, Global Equity, International Developed Markets, International Equity, Large Cap, Managed Volatility, Mid Cap, Socially Responsible Investing First $500,000 Next $500,000 Next $1 million Next $3 million Next $5 million Over $10 million 0.80% 0.75% 0.70% 0.65% 0.60% 0.55% CAT EGO RY Strategy Breakpoints SIMC Fee* International Emerging Markets, Small Cap, Small-Mid Cap, REIT First $500,000 Next $500,000 Next $1 million Next $3 million Next $5 million Over $10 million 1.00% 0.95% 0.90% 0.85% 0.80% 0.75% CAT EGO RY Strategy Breakpoints SIMC Fee* Alternative-Income, Alternative-Tax Advantage Income, , Core Aggregate, Core Aggregate Plus, Corporate Bond, Government/Corporate Bond, Government Securities, Municipal Fixed Income, Preferred Securities First $500,000 Next $500,000 Next $1 million Next $3 million Next $5 million Over $10 million 0.60% 0.55% 0.51% 0.49% 0.45% 0.40% CAT EGO RY Strategy Breakpoints SIMC Fee* SEI Dynamic ETF Strategies, SEI Dynamic ETF Income Strategies, SEI Stability ETF Strategies, SEI Tax-Managed ETF Strategies, SEI Tax-Managed ETF Income Strategies, SEI Tax- Managed Stability ETF Strategies, First $250,000 Next $250,000 Next $500,000 Next $1 million Next $3 million Next $5 million Over $10 million 0.40% 0.35% 0.30% 0.25% 0.20% 0.17% 0.15% CAT EGO RY Strategy Breakpoints SIMC Fee* SEI Fixed Income Strategies First $500,000 Next $500,000 Next $1 million Next $3 million Next $5 million Over $10 million 0.30% 0.27% 0.25% 0.20% 0.19% 0.18% CAT EGO RY Strategy Breakpoints SIMC Fee* SEI Factor Based Strategies First $500,000 Next $500,000 Next $1 million Next $3 million Next $5 million Over $10 million 0.45% 0.30% 0.27% 0.22% 0.20% 0.18% CAT EGO RY Strategy Breakpoints SIMC Fee* SEI ETF Strategies, SEI ETF Income Strategies, SEI U.S. Focused ETF Strategies; First $500,000 Next $500,000 Next $1 million Next $3 million Next $5 million Over $10 million 0.30% 0.27% 0.25% 0.20% 0.19% 0.18% CAT EGO RY Strategy Breakpoints SIMC Fee* Third Party Fund Models, SEI Multi-Asset Income Strategies, SEI Sustainable ETF Strategies First $250,000 Next $250,000 Next $500,000 Next $1 million Next $1 million Next $2 million Over $5 million 0.40% 0.30% 0.27% 0.25% 0.20% 0.19% 0.18% CAT EGO RY Strategy Breakpoints SIMC Fee* SEI Systematic Core 1 First $500,000 Next $500,000 Next $1 million Next $3 million Next $5 million Over $10 million 0.35% 0.25% 0.22% 0.20% 0.19% 0.18% Tax Management SIMC Fee* Tax Management 0.10% in addition to the Fee described above Factor Tilts SIMC Fee* Factor Tilts (applicable to SEI Systematic Core only) 0.05% in addition to the Fee described above *Fee breakpoint levels are determined based on a Client’s total account assets invested in SIMC Managed Account Strategy categorized within the same SIMC Managed Account Strategy description groupings/fee rate schedules listed above. By way of example only, if an account is invested in two SIMC Managed Account Strategies in the same category, the first being a model classified as a Small Cap style and a second model classified as a Small-Mid Cap style, the account assets invested in those two SIMC Managed Account Strategies will be combined for purposes of determining the applicable breakpoint levels for purposes of calculating the fees payable to SIMC. Breakpoints are not applied across the style description groupings/fee rate schedules. By way of example only, if an account is invested in a SIMC Managed Account Strategy classified as a Small Cap style as well as in a second SIMC Managed Account Strategy classified as an Alternative Income style, those account assets will not be combined for purposes of determining the applicable breakpoint level for calculating Fees, but assets allocated to each such SIMC Managed Account Strategy will be considered individually in determining fees payable to SIMC. The maximum Fee a Client will pay is 1.25%. SIMC may, in its sole discretion, waive one or more of these fees, in whole or part. SIMC may end any such fee waiver at any time, after which time affected accounts will be assessed the applicable fees. Certain Clients may receive a fee discount, at the sole discretion of SIMC. These fees may be higher or lower than those charged by other investment advisors for similar services. SIMC may pay a portion of this fee to the portfolio manager acting as the account's Overlay Manager or retain the fee itself if it is serving as the Overlay Manager, if applicable. Fees for SEI Funds To the extent a Client’s assets are invested in SEI Funds, SIMC and its affiliates will earn fund-level fees on those assets, as set forth in the applicable Fund’s prospectus. As noted in the specific program descriptions above, SIMC will either waive its wrap fee or rebate against the wrap fee the fund level fees earned on MAS assets invested in any SEI Fund. Each SEI Fund pays an advisory fee to SIMC that is based on a percentage of the portfolio's average daily net assets, as described in the mutual fund’s prospectus. From such amount, SIMC pays the sub-advisor(s) to the SEI Fund. SIMC’s fund advisory fee varies, but it typically ranges from 0.03% - 1.50% of the portfolio's average daily net assets for its advisory services. Additionally, affiliates of SIMC provide administrative, shareholder, distribution and transfer agency services to all of the SEI Funds, as described in the SEI Funds’ registration statements. These fees and expenses are paid by the SEI Funds but ultimately are borne by each shareholder of the SEI Funds. Fees for SEI Managed ETFs To the extent a Client’s assets are invested in SEI Managed ETFs, SIMC will earn fund-level fees on those assets, as set forth in the applicable fund’s prospectus. As noted in the specific program descriptions above, SIMC will rebate against its wrap fee an amount equal to the fund level fees earned on MAS assets invested in any SEI Managed ETF. Each SEI Managed ETF pays an advisory fee to SIMC that is based on a percentage of the portfolio's average daily net assets, as described in the exchange traded fund’s prospectus. SIMC’s fund advisory fee may vary, but, for each SEI Managed ETF is currently set at 0.15% of the portfolio's average daily net assets. From such amount SIMC pays the fund’s other service providers for the services they provide to the fund, including SEI’s affiliates providing administrative, distribution and transfer agency services to the SEI Managed ETFs, as described in the SEI Funds’ registration statements. These fees and expenses are paid by the SEI Managed ETFs but ultimately are borne by each shareholder of the SEI Managed ETFs. Additional Compensation Although the SEI Funds use broker-dealers that sell SEI Fund shares to effect transactions for the SEI Funds’ portfolio, the Funds, SIMC and its sub-advisors will not consider the sale of SEI Fund shares as a factor when choosing broker-dealers to affect those transactions and will not direct brokerage transactions to broker-dealers as compensation for the sales of SEI Fund shares. SIMC enters into solicitation arrangements with third parties who will receive a solicitation fee from SIMC for introducing prospective clients to SIMC. Additionally, SIMC may compensate SEIC employees who will receive a fee (determined based on the fee paid to SIMC by the client) for introducing prospective clients to SIMC. In all cases these solicitation arrangements are designed and implemented in a manner to comply with Investment Adviser Act Rule 206(4)-1 and applicable state law.