CAPITAL MANAGEMENT SERVICES INC

Capital Management Services, Inc. Disclosure Brochure Disclosure Brochure February 27, 2025 CAPITAL MANAGEMENT SERVICES, INC. a Registered Investment Adviser This brochure provides information about the qualifications and business practices of Capital Management Services, Inc. (hereinafter “CMS” or the “Firm”). If you have any questions about the contents of this brochure, please contact the Firm at the telephone number listed below. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Additional information about the Firm is available on the SEC’s website at www.adviserinfo.sec.gov. CMS is an SEC registered investment adviser. Registration does not imply any level of skill or training. Strafford Building Four, 175 Strafford Avenue, Wayne, Pennsylvania 19087 | (610) 254-0001 www.cms-advisors.com © MarketCounsel 2016  Capital Management Services, Inc. Disclosure Brochure Item 2. Material Changes In this Item, CMS is required to discuss the material changes which have been made to the Disclosure Brochure since CMS’ last annual updating amendment dated February 27, 2025. The Firm has no material changes to report. © MarketCounsel 2016 Page ii  Capital Management Services, Inc. Disclosure Brochure Item 3. Table of Contents Item 1. Cover Page .................................................................................................................................... i Item 2. Material Changes .......................................................................................................................... ii Item 3. Table of Contents.......................................................................................................................... iii Item 4. Advisory Business ......................................................................................................................... 4 Item 5. Fees and Compensation ............................................................................................................... 7 Item 6. Performance-Based Fees and Side-by-Side Management ........................................................ 10 Item 7. Types of Clients .......................................................................................................................... 10 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ................................................... 11 Item 9. Disciplinary Information ............................................................................................................... 14 Item 10. Other Financial Industry Activities and Affiliations ...................................................................... 14 Item 11. Code of Ethics ............................................................................................................................ 14 Item 12. Brokerage Practices ................................................................................................................... 15 Item 13. Review of Accounts .................................................................................................................... 18 Item 14. Client Referrals and Other Compensation .................................................................................. 19 Item 15. Custody ....................................................................................................................................... 20 Item 16. Investment Discretion ................................................................................................................. 21 Item 17. Voting Client Securities ............................................................................................................... 21 Item 18. Financial Information................................................................................................................... 22 © MarketCounsel 2016 Page iii  Capital Management Services, Inc. Disclosure Brochure Item 4. Advisory Business CMS seeks to carefully address clients’ needs and concerns and deliver high quality investment services that correspond to a client’s unique objectives. As such, the Firm encourages each of its clients to go through both a risk analysis and an asset allocation survey to ensure that any strategic investment planning truly reflect a client’s financial goals. CMS offers a variety of advisory services, which primarily include financial planning, consulting and investment management services but may also include pension consulting. CMS provides services to over 300 clients throughout the United States from its headquarters in Wayne, Pennsylvania, the majority of which are pre- and post-retirees, business owners, corporate executives and professionals, a clientele with planning needs ranging from the simple to the complex. Prior to the rendering of any of the foregoing advisory services, clients are required to enter into one or more written agreements with CMS setting forth the relevant terms and conditions of the advisory relationship (the “Agreement”). CMS, wholly owned by Michael Ellis Feldman, has been an independent registered investment adviser since November 1987 but the Firm has been providing comprehensive financial services since 1976. As of December 31, 2024, CMS had $396,878,784 in assets under management, $384,125,625 of which was managed on a discretionary basis and $12,753,159 was managed on a non-discretionary basis. While this brochure generally describes the business of CMS, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or any other person who provides investment advice on CMS’ behalf and is subject to the Firm’s supervision or control. Financial Planning and Consulting Services Using a step-by-step process, an experienced team of professionals seeks to provide a comprehensive written financial plan. This plan will help a client to identify goals and objectives, provide current and projected summaries as well as a detailed examination of a client’s financial landscape. A plan will also typically demonstrate a year-by-year progress toward retirement or other goals. The plan is aimed at simplifying a client’s life in order to allow a client to gain control of their financial future. To that end, CMS offers clients a range of financial planning and consulting services, which may include any or all of the following functions: • Cash Flow and Tax Forecasting • Insurance Needs Analysis • Asset Allocation • Retirement Plan Analysis • Retirement Planning • Charitable Giving Strategies • Estate and Trust Planning • Risk Management Review • Investment Consulting • Business and Succession Planning © MarketCounsel 2016 Page 4  Capital Management Services, Inc. Disclosure Brochure While each of these services is available on a standalone basis, certain of them may also be rendered in conjunction with investment portfolio management as part of a comprehensive wealth management engagement (described in detail below). In performing these services, CMS is not required to verify any information received from the client or from the client’s other professionals (e.g., attorneys, accountants, etc.) and is expressly authorized to rely on such information. CMS may recommend the services of itself, its Supervised Persons in their individual capacities as insurance agents or registered representatives of a broker-dealer and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists if clients engage CMS to provide additional fee-based services. Clients retain absolute discretion over all decisions regarding implementation and are under no obligation to act upon any of the recommendations made by CMS under a financial planning or consulting engagement or to engage the services of any such recommended professionals, including CMS itself. Clients are advised that it remains their responsibility to promptly notify the Firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising CMS’ previous recommendations and/or services. Investment Management and Wealth Management Services CMS manages client investment portfolios on a discretionary or non-discretionary basis. In addition, CMS may provide clients with wealth management services which may include a broad range of comprehensive financial planning and consulting services as well as discretionary and/or non-discretionary management of investment portfolios. Depending on the advisory services a client elects, CMS may allocate client assets among various third party independent investment managers (“Third Party Managers”), mutual funds, ETFs, individual debt and equity securities and options, in accordance with the investment objectives of its individual clients. In addition, CMS may also recommend that clients who qualify as accredited investors, as defined by Rule 501 of the Securities Act of 1933, invest in privately placed securities, which may include debt, equity and/or interests in pooled investment vehicles (e.g., private real estate investment trusts). Where appropriate, the Firm may also provide advice about any type of legacy position or other investment held in client portfolios. Specifically, a client may elect advisory services in accordance with one of the following offerings, though the Firm makes available additional services in addition to those listed below. CMS Wealth Management A client may elect CMS Wealth Management. Through such, the Firm allocates a client’s assets among various asset classes, but typically CMS will utilize individual securities, institutional share (priced) class and no-load funds, Third Party Managers, exchange-traded funds (“ETFs”) and options. A client may also elect to have a portion of assets allocated to a concentrated portfolio of individual stocks. © MarketCounsel 2016 Page 5  Capital Management Services, Inc. Disclosure Brochure CMS Third Party Managers CMS may recommend the utilization of a Third Party Sub-Adviser to their clients. The client will be subject to a portfolio minimum which may be waived at the sole discretion of the Manager. The Firm utilizes Third Party Managers (defined and described in more detail below) to assist in the selection of individual securities or asset allocation. Third Party Managers are screened based upon the following: asset class, performance, risk level, style consistency, fees, as well as experience and longevity of the managers. CMS provides ongoing due diligence. To the extent possible, CMS will monitor Third Party Managers and consult with the client as necessary. Additional Services Clients may also engage CMS to advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, CMS directs or recommends the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company or the custodian designated by the product’s provider. CMS tailors its advisory services to meet the needs of its individual clients and continuously seeks to ensure that client portfolios are managed in a manner consistent with their specific investment profiles. CMS consults with clients on an initial and ongoing basis to determine their specific risk tolerance, time horizon, liquidity constraints and other qualitative factors relevant to the management of their portfolios. Clients are advised to promptly notify CMS if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Clients may impose reasonable restrictions or mandates on the management of their accounts if CMS determines, in its sole discretion that the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the Firm’s management efforts. Sponsor and Manager of Wrap Program CMS is the sponsor and manager of the Capital Management Services Wrap Fee Program (the “Program”), a wrap fee program (i.e., an arrangement where brokerage commissions and transaction costs are absorbed by the Firm). While not currently offered, certain legacy client portfolios may be managed through the Program. Accounts managed through the Program are done so in substantially the same manner as © MarketCounsel 2016 Page 6  Capital Management Services, Inc. Disclosure Brochure those managed under a non-wrap arrangement. Participants in the Program may pay a higher aggregate fee than if investment management and brokerage services are purchased separately. Additional information about the Program is available in CMS’s Wrap Brochure, which appears as Part 2A Appendix 1 of the Firm’s Form ADV. Use of Third Party Managers As mentioned above, CMS may utilize different Third Party Managers to actively manage a portion of its clients’ assets. The specific terms and conditions under which a client engages an Independent Manager are set forth in a separate written agreement between the designated Third Party Managers and either CMS or the client. CMS does not receive compensation from any such Third Party Managers. CMS evaluates various information about the Third Party Managers it chooses to manage client portfolios, which may include the Third Party Managers’ public disclosure documents, materials supplied by the Third Party Managers themselves and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Third Party Managers’ investment strategies, past performance and risk results in relation to its clients’ individual portfolio allocations and risk exposure. CMS also takes into consideration each Third Party Managers’ management style, returns, reputation, financial strength, reporting, pricing and research capabilities, among other factors. CMS continues to provide services relative to the discretionary selection of the Third Party Managers. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Third Party Managers. CMS seeks to ensure the Third Party Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. Item 5. Fees and Compensation CMS offers its services on a fee basis, which may include hourly and/or fixed fees, as well as fees based upon assets under management or advisement. Additionally, certain of CMS’ Supervised Persons, in their individual capacities, may offer securities brokerage services and insurance products under a separate unaffiliated commission arrangement. © MarketCounsel 2016 Page 7  Capital Management Services, Inc. Disclosure Brochure Financial Planning and Consulting Fees CMS generally charges either a negotiable hourly and/or flat fee to provide clients with stand-alone financial planning or consulting services. These fees are largely determined by the scope and complexity of the agreed upon services and generally range from $150 to $350 on an hourly basis. The specific terms and fee structure are negotiated in advance and set forth in the Agreement with CMS. Generally, CMS requires a portion of the financial planning or consulting fee payable upon execution of the Agreement and the balance due at the time the financial plan is delivered or the underlying services are rendered to completion. If the client engages CMS for additional investment advisory services, CMS may offset all or a portion of its fees for the financial planning and consulting services based upon the amount paid for the investment advisory services. Investment Management and Wealth Management Fees CMS provides investment management services for an annual fee based on the amount of assets under the Firm’s management and the program through which the client is provided services. The fee varies depending upon the size of a client’s portfolio and the type of services rendered and is generally based on the following fee schedules: CMS Wealth Management PORTFOLIO VALUE ANNUAL FEE First $2,000,000 1.25% Next $1,000,000 1.00% Next $2,000,000 0.75% Above $5,000,000 Negotiable CMS Third Party Managers PORTFOLIO VALUE ANNUAL FEE First $2,000,000 1.50% Next $3,000,000 1.25% Next $5,000,000 1.00% Above $10,000,000 Negotiable The annual fee is prorated and either charged quarterly in advance, based upon the market value of the assets being managed by CMS on the last day of the previous billing period or quarterly in arrears based upon the market value of the assets being managed by CMS during the previous quarter, adjusted as described below. © MarketCounsel 2016 Page 8  Capital Management Services, Inc. Disclosure Brochure If assets are deposited into or withdrawn from an account after the inception of a billing period, the fee payable with respect to such assets is adjusted to reflect the change in portfolio value. If the fee is determined by the average daily account balance, and assets are deposited into or withdrawn from an account after the inception of a billing period, the fee payable with respect to such assets is adjusted accordingly. For the initial period of an engagement, the fee is calculated on a pro rata basis. In the event the Agreement is terminated, the fee for the final billing period is prorated through the effective date of the termination and the outstanding balance is charged to the client or the unearned portion is refunded to the client, as appropriate. Fee Discretion CMS, in its sole discretion, may negotiate to charge a lesser fee based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client relationship, account retention and pro bono activities. Additional Fees and Expenses In addition to the advisory fees paid to CMS, clients may also incur certain charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions (collectively “Financial Institutions”). These additional charges may include securities brokerage commissions, transaction fees, custodial fees, fees charged by the Third Party Managers, charges imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees and other fees and taxes on brokerage accounts and securities transactions. The Firm’s brokerage practices are described at length in Item 12, below. Fee Debit Clients generally provide CMS with the authority to directly debit their accounts for payment of the Firm’s investment advisory fees. The Financial Institutions that act as qualified custodian for client accounts have agreed to send statements to clients not less than quarterly detailing all account transactions, including any amounts paid to CMS. Account Additions and Withdrawals Clients may make additions to and withdrawals from their account at any time, subject to CMS’ right to terminate an account. Additions may be in cash or securities provided that the Firm reserves the right to liquidate any transferred securities or decline to accept particular securities into a client’s account. Clients may withdraw account assets on notice to CMS, subject to the usual and customary securities settlement procedures. However, CMS designs its portfolios as long-term investments and the withdrawal of assets © MarketCounsel 2016 Page 9  Capital Management Services, Inc. Disclosure Brochure may impair the achievement of a client’s investment objectives. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, fees assessed at the mutual fund level (i.e., contingent deferred sales charge) and/or tax ramifications. Commissions or Sales Charges for Recommendations of Securities Clients can engage certain persons associated with CMS (but not CMS) to render securities brokerage services under a separate commission-based arrangement. Clients are under no obligation to engage such persons and may choose brokers or agents not affiliated with CMS. Under this arrangement, the Firm’s Supervised Persons, in their individual capacities as registered representatives of APW Capital Inc., may provide securities brokerage services and implement securities transactions under a separate commission based arrangement. Supervised Persons may be entitled to a portion of the brokerage commissions paid to APW Capital, as well as a share of any ongoing distribution or service (trail) fees from the sale of mutual funds and other investment products. CMS generally recommends no-load or load-waived funds, where no sales charges are assessed. Prior to effecting any transactions, clients are required to enter into a separate account agreement with APW Capital Inc.. CMS does not receive any portion of the commissions or transactional fees charged by APW Capital. A conflict of interest exists to the extent that CMS recommends the purchase of securities where CMS’ Supervised Persons receive commissions or other additional compensation as a result of CMS’ recommendations. CMS has procedures in place to ensure that any recommendations made by such Supervised Persons are in the best interest of clients. For certain accounts covered by the Employee Retirement Income Security Act (“ERISA”) and such others that CMS, in its sole discretion, deems appropriate, CMS may provide its investment advisory services on a fee-offset basis. In this scenario, CMS may offset its fees by an amount equal to the aggregate commissions and 12b-1 fees earned by CMS’ Supervised Persons in their individual capacities as registered representatives of APW Capital Inc.. Item 6. Performance-Based Fees and Side-by-Side Management CMS does not provide any services for a performance-based fee (i.e., a fee based on a share of capital gains or capital appreciation of a client’s assets). Item 7. Types of Clients CMS provides its services to individuals, pension and profit sharing plans, trusts, estates, charitable organizations, corporations and other business entities. © MarketCounsel 2016 Page 10  Capital Management Services, Inc. Disclosure Brochure Minimum Portfolio Size Asset Management As a condition for starting and maintaining an investment management relationship, CMS generally imposes a minimum portfolio size of $1,000,000. The Firm, in its sole discretion, may accept clients with smaller portfolios based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client relationships, account retention and pro bono activities. CMS only accepts clients with less than the minimum portfolio size if, in the sole opinion of the Firm, the smaller portfolio size will not result in a substantial increase of investment risk beyond the client’s identified risk tolerance. CMS may aggregate the portfolios of family members to meet the minimum portfolio size. CMS Third Party Managers As a condition for starting and maintaining an investment management relationship, CMS generally imposes a minimum portfolio size of $1,000,000. The Firm, in its sole discretion, may accept clients with smaller portfolios based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client relationships, account retention and pro bono activities. CMS only accepts clients with less than the minimum portfolio size if, in the sole opinion of the Firm, the smaller portfolio size will not result in a substantial increase of investment risk beyond the client’s identified risk tolerance. CMS may aggregate the portfolios of family members to meet the minimum portfolio size. Additionally, certain Third Party Managers may impose more restrictive account requirements and varying billing practices than CMS. In such instances, CMS may alter its corresponding account requirements and/or billing practices to accommodate those of the Third Party Managers. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis CMS generally utilizes a combination of fundamental and technical methods of analysis. Fundamental analysis involves an evaluation of the financial condition and competitive position of a particular fund or security. For CMS, this process typically involves an analysis of entity’s management team, investment strategies, style drift, past performance, reputation and financial strength in relation to the asset class concentrations and risk exposures of the Firm’s target asset allocations. A substantial risk in © MarketCounsel 2016 Page 11  Capital Management Services, Inc. Disclosure Brochure relying solely upon fundamental analysis is that while the overall health and position of a company may be good, evolving market conditions may negatively impact the security. Technical analysis involves the examination of past market data rather than specific issuer information in determining the recommendations made to clients. Technical analysis may involve the use of mathematical based indicators and charts, such as moving averages and price correlations, to identify market patterns and trends which may be based on investor sentiment rather than the fundamentals of the company. A substantial risk in relying solely upon technical analysis is that spotting historical trends may not help to predict such trends in the future. Even if the trend will eventually reoccur, there is no guarantee that CMS will be able to accurately predict such a reoccurrence. Investment Strategies Asset Management Portfolio Construction uses a modular approach allows for seamless integration with existing client holdings. Modules are designed to enhance diversification while accommodating current positions. Each module is managed to its own benchmark and tactically adjusted as market conditions necessitate. Modules can be stand alone or combined proportionately to create complete portfolios. Modular design allows for trading efficiencies and more effective portfolio monitoring at the firm level. We are able to offer a distinct level of customization while still ensuring prudent portfolio management procedures. CMS Third Party Managers The Firm seeks to identify Third Party Managers that exemplify the qualities and employ the appropriate services in accordance with the needs of its clients. In utilizing Third Party Managers, CMS is able to diversify portfolios and offer a breadth of opportunities that may not otherwise be available. Risks of Loss General Risk of Loss Investing in securities involves the risk of loss. Clients should be prepared to bear potential losses. Market Risks The profitability of a significant portion of CMS’ recommendations may depend to a great extent upon correctly assessing the future course of price movements of stocks and bonds. There can be no assurance that CMS will be able to predict those price movements accurately. Mutual Funds and ETFs © MarketCounsel 2016 Page 12  Capital Management Services, Inc. Disclosure Brochure An investment in a mutual fund or ETF involves risk, including the loss of principal. Mutual fund and ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds and ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholder fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 20,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of such shares. Use of Third Party Managers CMS may recommend the use of Third Party Managers. In these situations, CMS continues to do ongoing due diligence of such managers, but such recommendations rely to a great extent on the Third Party Managers’ ability to successfully implement their investment strategies. In addition, CMS does not have the ability to supervise the Third Party Managers on a day-to-day basis. Management Through Similarly Managed Model Accounts CMS manages certain accounts through the use of similarly managed model portfolios, whereby the Firm allocates all or a portion of its clients’ assets among various mutual funds and/or securities on a discretionary basis using one or more of its proprietary investment strategies. In managing assets through the use of models, the Firm remains in compliance with the safe harbor provisions of Rule 3a-4 of the Investment Company Act of 1940. The rebalancing strategy used to manage a model portfolio may involve an above average portfolio turnover that could negatively impact clients’ net after tax gains. While the Firm seeks to ensure that clients’ assets are managed in a manner consistent with their individual financial situations and investment objectives, securities transactions effected pursuant to a model investment strategy are usually done with some regard to a client’s individual tax ramifications. Clients should contact CMS if they experience a change in their financial situation or if they want to impose reasonable restrictions on the management of their accounts. © MarketCounsel 2016 Page 13  Capital Management Services, Inc. Disclosure Brochure Item 9. Disciplinary Information CMS has not been involved in any legal or disciplinary events that are material to a client’s evaluation of its advisory business or the integrity of its management. Item 10. Other Financial Industry Activities and Affiliations Registered Representatives of Broker Dealer Certain of the Firm’s Supervised Persons are registered representatives of APW Capital Inc. and may provide clients with securities brokerage services under a separate commission-based arrangement. This arrangement is described at length in Item 5. Licensed Insurance Brokers or Agents Certain of CMS’ Supervised Persons, in their individual capacities, are also licensed insurance agents or brokers. When appropriate, these Supervised Persons, in their individual capacities, may recommend the purchase of certain insurance or annuity products to advisory clients on a fully-disclosed basis. A conflict of interest exists to the extent that CMS recommends the purchase of insurance or annuity products where its Supervised Persons receive insurance commissions or other additional compensation. As a result, CMS has procedures in place to address any such conflict. Fees from Independent Managers As discussed above, CMS recommends that certain clients authorize the active discretionary management of a portion of their assets by and/or among certain Independent Managers. In certain circumstances CMS’s compensation is included in the advisory fee charged by such Independent Managers. Therefore, there may be a conflict of interest to choose such Independent Managers. Item 11. Code of Ethics CMS has adopted a code of ethics in compliance with applicable securities laws (“Code of Ethics”) that sets forth the standards of conduct expected of its Supervised Persons. CMS’ Code of Ethics contains written policies reasonably designed to prevent certain unlawful practices such as the use of material non-public information by the Firm or any of its Supervised Persons and the trading by the same of securities ahead of clients in order to take advantage of pending orders. The Code of Ethics also requires certain of CMS’ personnel (called “Access Persons”) to report their personal securities holdings and transactions and obtain pre-approval of certain investments (e.g., initial public offerings, limited offerings). However, CMS Supervised Persons are permitted to buy or sell securities that it also recommends to clients if done in a manner consistent with the Firm’s policies and © MarketCounsel 2016 Page 14  Capital Management Services, Inc. Disclosure Brochure procedures. This Code of Ethics has been established recognizing that some securities trade in sufficiently broad markets to permit transactions by Access Persons to be completed without any appreciable impact on the markets of such securities. Therefore, under certain limited circumstances, exceptions may be made to the policies stated below. When the Firm is engaging in or considering a transaction in any security on behalf of a client, no Access Person may knowingly effect for themselves or for their immediate family (i.e., spouse, minor children and adults living in the same household as the Access Person) a transaction in that security unless: • the transaction has been completed; • the transaction for the Access Person is completed as part of a batch trade (as defined below in Item 12) with clients; or • a decision has been made not to engage in the transaction for the client. These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by mutual funds or money market funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more mutual funds. Clients and prospective clients may contact CMS to request a copy of its Code of Ethics. Item 12. Brokerage Practices Factors which CMS considers in recommending Charles Schwab & Co, Inc or any other broker- dealer to clients include their respective financial strength, reputation, execution, pricing, research and service. Charles Schwab & Co, Inc enables CMS to obtain many mutual funds without transaction charges and other securities at nominal transaction charges. The commissions and/or transaction fees charged by Charles Schwab & Co, Inc may be higher or lower than those charged by other Financial Institutions. The commissions paid by CMS’ clients comply with the Firm’s duty to obtain “best execution.” Clients may pay commissions that are higher than another qualified Financial Institution might charge to effect the same transaction where CMS determines that the commissions are reasonable in relation to the value of the © MarketCounsel 2016 Page 15  Capital Management Services, Inc. Disclosure Brochure brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a Financial Institution’s services, including among others, the value of research provided, execution capability, commission rates and responsiveness. CMS seeks competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. CMS periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions in light of its duty to obtain best execution. The client may direct CMS in writing to use a particular Financial Institution to execute some or all transactions for the client. In that case, the client will negotiate terms and arrangements for the account with that Financial Institution and the Firm will not seek better execution services or prices from other Financial Institutions or be able to “batch” client transactions for execution through other Financial Institutions with orders for other accounts managed by CMS (as described below). As a result, the client may pay higher commissions or other transaction costs, greater spreads or may receive less favorable net prices, on transactions for the account than would otherwise be the case. Subject to its duty of best execution, CMS may decline a client’s request to direct brokerage if, in the Firm’s sole discretion, such directed brokerage arrangements would result in additional operational difficulties or violate restrictions imposed by other broker-dealers (as further discussed below). Transactions for each client generally will be effected independently, unless CMS decides to purchase or sell the same securities for several clients at approximately the same time. CMS may (but is not obligated to) combine or “batch” such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among CMS’ clients differences in prices and commissions or other transaction costs that might not have been obtained had such orders been placed independently. Under this procedure, transactions will generally be averaged as to price and allocated among CMS’ clients pro rata to the purchase and sale orders placed for each client on any given day. To the extent that CMS determines to aggregate client orders for the purchase or sale of securities, including securities in which CMS’ Supervised Persons may invest, the Firm generally does so in accordance with applicable rules promulgated under the Advisers Act and no-action guidance provided by the staff of the U.S. Securities and Exchange Commission. CMS does not receive any additional compensation or remuneration as a result of the aggregation. In the event that the Firm determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which may include: (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portfolios, with similar mandates; (ii) allocations may be given to one account when one account has limitations in its investment guidelines which prohibit it from purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unforeseen changes in an account’s © MarketCounsel 2016 Page 16  Capital Management Services, Inc. Disclosure Brochure assets after an order is placed); (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, CMS may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts on a random basis. Consistent with obtaining best execution, brokerage transactions may be directed to certain broker-dealers in return for investment research products and/or services which assist CMS in its investment decision- making process. Such research generally will be used to service all of the Firm’s clients, but brokerage commissions paid by one client may be used to pay for research that is not used in managing that client’s portfolio. The receipt of investment research products and/or services as well as the allocation of the benefit of such investment research products and/or services poses a conflict of interest because CMS does not have to produce or pay for the products or services. Commissions or Sales Charges for Recommendations of Securities As discussed above, certain Supervised Persons in their respective individual capacities, are registered representatives of APW Capital Inc.. These Supervised Persons are subject to FINRA Rule 3040 which restricts registered representatives from conducting securities transactions away from their broker- dealer unless APW Capital Inc. provides written consent. Therefore, clients are advised that certain Supervised Persons may be restricted to conducting securities transactions through APW Capital Inc. if they have not secured written consent from APW Capital Inc. to execute securities transactions though a different broker-dealer. Absent such written consent or separation from APW Capital Inc., these Supervised Persons are prohibited from executing securities transactions through any broker-dealer other than APW Capital Inc. under APW Capital Inc.’ internal supervisory policies. CMS is cognizant of its duty to obtain best execution and has implemented policies and procedures reasonably designed in such pursuit. Software & Support Provided by Fin ancial Institutions CMS may receive from Charles Schwab Inc at no cost to CMS, computer software and related systems support, which allow CMS to better monitor client accounts maintained at Charles Schwab & Co, Inc . CMS may receive the software and related support without cost because CMS renders investment management services to clients that maintain assets at Charles Schwab & Co, Inc . The software and support is not provided in connection with securities transactions of clients (i.e., not “soft dollars”). The software and related systems support may benefit CMS, but not its clients directly. In fulfilling its duties to its clients, CMS endeavors at all times to put the interests of its clients first. Clients should be aware, however, that CMS’ receipt of economic benefits from a broker-dealer creates a conflict of interest since these benefits may influence CMS’ choice of broker-dealer over another broker- dealer that does not furnish similar software, systems support or services.  Capital Management Services, Inc. Disclosure Brochure There is no direct link between CMS’ participation in Charles Schwab & Co, Inc institutional customer program and the investment advice it gives to its clients, although CMS receives economic benefits through its participation in the program that are typically not available to Charles Schwab & Co, Inc retail investors. Additionally, CMS may receive the following benefits from Charles Schwab & Co, Inc through its registered investment adviser division: receipt of duplicate client confirmations and bundled duplicate statements; access to a trading desk that exclusively services its Registered Investment Adviser participants; access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts; and access to an electronic communication network for client order entry and account information. The Firm also has the ability deduct advisory fees directly from client accounts; access to an electronic communications network for client order entry and account information; access to mutual funds with no transaction fees and to certain institutional money managers; and discounts on compliance, marketing, research, technology, and practice management products or services provided to the Firm by third party vendors. Charles Schwab & Co, Inc may fund business consulting and professional services received by CMS’ related persons. Some of the products and services made available by Charles Schwab & Co, Inc through the program may benefit CMS but not its client. These products or services may assist CMS in managing and administering client accounts, including accounts not maintained at Charles Schwab & Co, Inc . Other services made available by Charles Schwab & Co, Inc are intended to help CMS manage and further develop its business enterprise. The benefits received by CMS’ participation in the program do not depend on the amount of brokerage transactions directed to Charles Schwab & Co, Inc . Item 13. Review of Accounts Account Reviews For those clients to whom CMS provides investment management services, CMS monitors those portfolios as part of an ongoing process while regular account reviews are conducted on at least a quarterly basis. For those clients to whom CMS provides financial planning and/or consulting services, reviews are conducted on an “as needed” basis. Such reviews are conducted by a member of CMS’ Investment Committee. All investment advisory clients are encouraged to discuss their needs, goals and objectives with CMS and to keep CMS informed of any changes thereto. The Firm contacts ongoing investment advisory clients at least annually to review its previous services and/or recommendations and to discuss the impact resulting from any changes in the client’s financial situation and/or investment objectives. Account Statements and Reports Clients are provided with transaction confirmation notices and regular summary account statements directly from the Financial Institutions where their assets are custodied. On a quarterly basis or as otherwise requested, clients may also receive written or electronic reports from CMS and/or an outside service © MarketCounsel 2016 Page 18  Capital Management Services, Inc. Disclosure Brochure provider, which contain certain account and/or market-related information, such as an inventory of account holdings or account performance. Clients should compare the account statements they receive from their custodian with those they receive from CMS or an outside service provider. Those clients to whom CMS provides financial planning and/or consulting services will receive reports from CMS summarizing its analysis and conclusions as requested by the client or as otherwise agreed to in writing by CMS. Item 14. Client Referrals and Other Compensation Client Referrals If a client is introduced to CMS by either an unaffiliated or an affiliated solicitor, CMS may pay that solicitor a referral fee in accordance with the requirements of Rule 206(4)-3 of the Advisers Act and any corresponding state securities law requirements. Any such referral fee is paid solely from CMS’ investment management fee and does not result in any additional charge to the client. If the client is introduced to CMS by an unaffiliated solicitor, the solicitor provides the client with a copy of CMS’ written disclosure brochure which meets the requirements of Rule 204-3 of the Advisers Act and a copy of the solicitor’s disclosure statement containing the terms and conditions of the solicitation arrangement including compensation. Any affiliated solicitor of CMS discloses the nature of his/her relationship to prospective clients at the time of the solicitation and will provide all prospective clients with a copy of CMS’ written disclosure brochure at the time of the solicitation. © MarketCounsel 2016 Page 19  Capital Management Services, Inc. Disclosure Brochure Other Economic Benefits In addition, CMS is required to disclose any relationship or arrangement where it receives an economic benefit from a Third Party (non-client) for providing advisory services. This type of relationship poses a conflict of interest and any such relationship is disclosed in response to Item 12, above. Item 15. Custody CMS’ Agreement and/or the separate agreement with any Financial Institution may authorize CMS through such Financial Institution to debit the client’s account for the amount of CMS’ fee and to directly remit that management fee to CMS in accordance with applicable custody rules. The Financial Institutions recommended by CMS have agreed to send a statement to the client, at least quarterly, indicating all amounts disbursed from the account including the amount of management fees paid directly to CMS. In addition, as discussed in Item 13, CMS also sends periodic supplemental reports to clients. Clients should carefully review the statements sent directly by the Financial Institutions and compare them to those received from CMS. © MarketCounsel 2016 Page 20  Capital Management Services, Inc. Disclosure Brochure Item 16. Investment Discretion CMS is given the authority to exercise discretion on behalf of clients. CMS is considered to exercise investment discretion over a client’s account if it can effect transactions for the client without first having to seek the client’s consent. CMS is given this authority through a power-of-attorney included in the agreement between CMS and the client. Clients may request a limitation on this authority (such as certain securities not to be bought or sold). CMS takes discretion over the following activities: • The securities to be purchased or sold; • The amount of securities to be purchased or sold; • When transactions are made; and • The Third Party Managers to be hired or fired. Item 17. Voting Client Securities CMS is required to disclose if it accepts authority to vote client securities. CMS does not vote client securities on behalf of its clients. Clients receive proxies directly from the Financial Institutions. Item 18. Financial Information CMS is not required to disclose any financial information pursuant to this Item due to the following: • The Firm does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of services rendered; • The Firm does not have a financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients; and • The Firm has not been the subject of a bankruptcy petition at any time during the past ten years. © MarketCounsel 2016 Page 21  CAPITAL MANAGEMENT SERVICES, INC. a Registered Investment Adviser Prepared by: 

Capital Management Services, Inc. Wrap Brochure Wrap Fee Program Brochure February 27, 2025 Capital Management Services Wrap Fee Program Sponsored By CAPITAL MANAGEMENT SERVICES, INC. a Registered Investment Adviser This brochure provides information about the qualifications and business practices of Capital Management Services, Inc. (hereinafter “CMS” or the “Firm”). If you have any questions about the contents of this brochure, please contact the Firm at the telephone number listed below. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Additional information about the Firm is available on the SEC’s website at www.adviserinfo.sec.gov. CMS is an SEC registered investment adviser. Registration does not imply any level of skill or training. Strafford Building Four, 175 Strafford Avenue, Wayne, Pennsylvania 19087 | (610) 254-0001 www.cms-advisors.com © MarketCounsel 2016 Page i  Capital Management Services, Inc. Wrap Brochure Item 2. Material Changes In this Item, CMS is required to discuss the material changes which have been made to the Wrap Brochure since CMS’ last annual updating amendment dated February 27, 2025. The Firm has no material changes to report. © MarketCounsel 2016 Page ii  Capital Management Services, Inc. Wrap Brochure Item 3. Table of Contents Item 1. Cover Page ....................................................................................................................................... i Item 2. Material Changes ............................................................................................................................. ii Item 3. Table of Contents ............................................................................................................................. iii Item 4. Services, Fees and Compensation .................................................................................................. 4 Item 5. Account Requirements and Types of Clients ................................................................................... 8 Item 6. Portfolio Manager Selection and Evaluation .................................................................................... 9 Item 7. Client Information Provided to Portfolio Managers ........................................................................ 14 Item 8. Client Contact with Portfolio Managers .......................................................................................... 14 Item 9. Additional Information .................................................................................................................... 15 © MarketCounsel 2016 Page iii  Capital Management Services, Inc. Wrap Brochure Item 4. Services, Fees and Compensation The Capital Management Services Wrap Fee Program (the “Program”) is an investment advisory program sponsored by CMS, a registered investment adviser which has been in business since November, 1987. This Brochure describes the business of CMS as it relates to clients receiving services through the Program. Certain sections also describe the activities of the Firm’s Supervised Persons, which refer to any officers, partners, directors (or other person occupying a similar status or performing similar functions), employees, or other persons who provide investment advice on CMS’ behalf and are subject to the Firm’s supervision. In addition to the Program, the Firm also offers financial planning, consulting and investment management services under different arrangements than those described herein. Information about these services is contained in CMS’ Disclosure Brochure, which appears as Part 2A of the Firm’s Form ADV. Description of the Program The Program is offered as a wrap fee program, which provides clients with the ability to trade in certain investment products without incurring separate brokerage commissions or transaction charges. A wrap fee program is considered any arrangement under which clients receive investment advisory services (which may include portfolio management or advice concerning the selection of other investment advisers) and the execution of client transactions for a specified fee or fees not based upon transactions in their accounts. Prior to receiving services through the Program, clients are required to enter into a written agreement with CMS setting forth the relevant terms and conditions of the advisory relationship (the “Agreement”). Clients must also open a new securities brokerage account and complete a new account agreement with Charles Schwab & Co Inc or another broker-dealer CMS approves under the Program (collectively “Financial Institutions”). Charles Schwab & Co Inc offers to independent investment advisors services which include custody of securities, trade execution, clearance and settlement of transactions. Advisor receives some benefits from Charles Schwab & Co Inc through its participation in the Program. Chales Schwab & Co Inc is a discount broker-dealer independent of and unaffiliated with CMS and there is no employee or agency relationship between them. At the onset of the Program, clients complete an investor profile describing their individual investment objectives, liquidity and cash flow needs, time horizon and risk tolerance, as well as any other factors pertinent to their specific financial situations. After an analysis of the relevant information, CMS assists its clients in developing an appropriate strategy for managing their assets. Clients’ investment portfolios are generally managed on a discretionary or non-discretionary basis by either CMS’ investment adviser representatives or an independent investment manager (“Third Party Managers”), as selected by CMS. © MarketCounsel 2016 Page 4  Capital Management Services, Inc. Wrap Brochure CMS and/or the Third Party Managers generally allocate clients’ assets among the various investment products available under the Program, as described further in Item 6 (below). Fees for Participation in the Program Investment management services are offered through the Program on a fee basis, meaning that clients pay a single annualized fee based upon assets under management. The Firm also offers advisory services outside of the Program under different fee arrangements than those discussed below. CMS’ asset based fee generally varies between 75 and 175 basis points (0.75% – 1.75%), depending upon the amount of the assets being managed under the Program and which services the client elects, but generally based on the following fee schedules: CMS Wealth Management (this fee is inclusive of trading costs) PORTFOLIO VALUE ANNUAL FEE First $2,000,000 1.50% Next $1,000,000 1.25% Above $3,000,000 1.00% CMS Third Party Managers (including Subadvisers) (this fee is inclusive of trading costs) PORTFOLIO VALUE ANNUAL FEE First $2,000,000 1.75% Next $3,000,000 1.50% Next $5,000,000 1.25% Above $10,000,000 Negotiable The annual fee is prorated and either charged quarterly in advance, based upon the market value of the assets being managed by CMS on the last day of the previous billing period or quarterly in arrears based upon the market value of the assets being managed by CMS during the previous quarter, adjusted as described below. If assets are deposited into or withdrawn from an account after the inception of a billing period, the fee payable with respect to such assets is prorated to account for the change in portfolio value. If the fee is determined by average daily account balance, if assets are deposited into or withdrawn from an account after the inception of a billing period, the fee payable with respect to such assets is adjusted accordingly. For the initial term of the Program, the fee is calculated on a pro rata basis. In the event the Agreement is terminated, the fee for the final quarter is prorated through the effective date of the termination and the outstanding balance is charged to the client or the remaining balance is refunded to the client, as appropriate. © MarketCounsel 2016 Page 5  Capital Management Services, Inc. Wrap Brochure Fee Comparison A portion of the fees paid to CMS are used to cover the securities brokerage commissions and transactional costs attributed to the management of its clients’ portfolios, as well as the fees charged by Third Party Managers and subadvisers engaged to provide services under the Program. Services provided through the Program may cost clients more or less than purchasing these services separately. The number of transactions made in clients’ accounts, as well as the commissions charged for each transaction, determines the relative cost of the Program versus paying for execution on a per transaction basis and paying a separate fee for advisory services. Fees paid for the Program may also be higher or lower than fees charged by other sponsors of comparable investment advisory programs. Fee Discretion CMS, in its sole discretion, may negotiate to charge a lesser fee based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client relationship, account retention and pro bono activities. Fee Debit The Firm’s Agreement and the separate agreement with any Financial Institutions generally authorize CMS and/or the Third Party Managers to debit its clients’ accounts for the amount of the Program fee and to directly remit that fee to CMS or the Third Party Managers. Any Financial Institutions recommended by CMS have agreed to send statements to clients not less than quarterly indicating all amounts disbursed from the account, including the amount of Program fees paid directly to CMS. Account Additions and Withdrawals Clients may make additions to and withdrawals from their account at any time, subject to CMS’ right to terminate an account. Additions may be in cash or securities provided that the Firm reserves the right to liquidate any transferred securities or decline to accept particular securities into a client’s account. Clients may withdraw account assets on notice to CMS, subject to the usual and customary securities settlement procedures. However, CMS designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a client’s investment objectives. CMS may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, fees assessed at the mutual fund level (i.e. contingent deferred sales charge) and/or tax ramifications. Other Charges Clients may incur certain charges imposed by third parties in addition to the Program fee. These additional charges may include fees charged by the Third Party Managers, charges imposed directly by a mutual fund © MarketCounsel 2016 Page 6  Capital Management Services, Inc. Wrap Brochure or exchange-traded fund (“ETF”) in the account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Compensation for Recommending the Program CMS has no internal arrangements in place whereby persons recommending the Program are entitled to receive additional compensation as a result of clients’ participation. Commissions or Sales Charges for Recommendations of Securities Clients can engage certain persons associated with CMS (but not CMS) to render securities brokerage services under a separate commission-based arrangement. Clients are under no obligation to engage such persons and may choose brokers or agents not affiliated with CMS. Under this arrangement, the Firm’s Supervised Persons, in their individual capacities as registered Inc., may provide securities brokerage services and implement representatives of APW Capital securities transactions under a separate commission based arrangement. Supervised Persons may be entitled to a portion of the brokerage commissions paid to APW Capital Inc., as well as a share of any ongoing distribution or service (trail) fees from the sale of mutual funds. CMS generally recommends no- load or load-waived funds, where no sales charges are assessed. Prior to effecting any transactions, clients are required to enter into a separate account agreement with APW Capital Inc.. CMS does not receive any portion of the commissions or transactional fees charged by APW Capital Inc.. A conflict of interest exists to the extent that CMS recommends the purchase of securities where CMS’ Supervised Persons receive commissions or other additional compensation as a result of CMS’ recommendations. CMS has procedures in place to ensure that any recommendations made by such Supervised Persons are in the best interest of clients. For certain accounts covered by the Employee Retirement Income Security Act (“ERISA”) and such others that CMS, in its sole discretion, deems appropriate, CMS may provide its investment advisory services on a fee-offset basis. In this scenario, CMS may offset its fees by an amount equal to the aggregate commissions and 12b-1 fees earned by CMS’ Supervised Persons in their individual capacities as registered representatives of APW Capital Inc.. © MarketCounsel 2016 Page 7  Capital Management Services, Inc. Wrap Brochure Item 5. Account Requirements and Types of Clients Minimum Portfolio Size Asset Management As a condition for starting and maintaining an investment management relationship, CMS generally imposes a minimum portfolio size of $1,000,000. The Firm, in its sole discretion, may accept clients with smaller portfolios based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client relationships, account retention and pro bono activities. CMS only accepts clients with less than the minimum portfolio size if, in the sole opinion of the Firm, the smaller portfolio size will not result in a substantial increase of investment risk beyond the client’s identified risk tolerance. CMS may aggregate the portfolios of family members to meet the minimum portfolio size. CMS Third Party Managers As a condition for starting and maintaining an investment management relationship, CMS generally imposes a minimum portfolio size of $1,000,000. The Firm, in its sole discretion, may accept clients with smaller portfolios based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client relationships, account retention and pro bono activities. CMS only accepts clients with less than the minimum portfolio size if, in the sole opinion of the Firm, the smaller portfolio size will not result in a substantial increase of investment risk beyond the client’s identified risk tolerance. CMS may aggregate the portfolios of family members to meet the minimum portfolio size. Additionally, certain Third Party Managers may impose more restrictive account requirements and varying billing practices than CMS. In such instances, CMS may alter its corresponding account requirements and/or billing practices to accommodate those of the Third Party Managers. Types of Clients Services through the Program are offered to individuals, pension and profit sharing plans, trusts, estates, charitable organizations, corporations and other business entities. © MarketCounsel 2016 Page 8  Capital Management Services, Inc. Wrap Brochure Item 6. Portfolio Manager Selection and Evaluation CMS acts as the sponsor and portfolio manager under the Program. CMS manages investment portfolios through the Program in substantially the same manner as those it manages outside of the Program. In return for these services, CMS receives a portion of the fees paid for participation in the Program, as described in Item 4 (above). Portfolio Management CMS manages its clients’ investment portfolios on a discretionary or non-discretionary basis. For accounts managed through the Program, CMS may allocate client assets among Third Party Managers, mutual funds, ETFs, individual debt and equity securities and options, in accordance with the investment objectives of its individual clients. In addition, CMS may also recommend that clients who qualify as accredited investors, as defined by Rule 501 of the Securities Act of 1933, invest in privately placed securities, which may include debt, equity and/or interests in pooled investment vehicles (e.g., private real estate investment trusts). Where appropriate, the Firm may also provide advice about any type of legacy position or other investment held in client portfolios. Specifically, a client may elect advisory services in accordance with one of the following offerings, though the Firm makes available additional services in addition to those listed below. CMS Wealth Management A client may elect CMS Wealth Management. Through such, the Firm allocates a client’s assets among various asset classes, but typically CMS will utilize individual securities, no-load funds, Third Party Managers, exchange-traded funds (“ETFs”) and options. A client may also elect to have a portion of assets allocated to a concentrated portfolio of stocks. CMS Third Party Managers A client may elect CMS Third Party Sub-Adviser, subject to a portfolio minimum which may be waived at the sole discretion of CMS. The Firm utilizes Third Party Managers (defined and described in more detail below) to assist in the selection of individual securities or asset allocation. Third Party Managers are screened based upon the following: asset class, performance, risk level, style consistency, fees, as well as © MarketCounsel 2016 Page 9  Capital Management Services, Inc. Wrap Brochure experience and longevity of the managers. CMS provides ongoing due diligence. To the extent possible, CMS will monitor Third Party Managers and consult with the client as necessary. Additional Services Clients may also engage CMS to advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, CMS directs or recommends the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company or the custodian designated by the product’s provider. CMS tailors its advisory services to meet the needs of its individual clients and continuously seeks to ensure that client portfolios are managed in a manner consistent with their specific investment profiles. CMS consults with clients on an initial and ongoing basis to determine their specific risk tolerance, time horizon, liquidity constraints and other qualitative factors relevant to the management of their portfolios. Clients are advised to promptly notify CMS if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Clients may impose reasonable restrictions or mandates on the management of their accounts if CMS determines, in its sole discretion that the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the Firm’s management efforts. Use of Third Party Managers As mentioned above, CMS may select certain Third Party Managers to actively manage a portion of its clients’ assets. The specific terms and conditions under which a client engages an Independent Manager are set forth in a separate written agreement between the designated Third Party Managers and either CMS or the client. CMS does not receive compensation from any such Third Party Managers. CMS evaluates various information about the Third Party Managers it chooses to manage client portfolios, which may include the Third Party Managers’ public disclosure documents, materials supplied by the Third Party Managers themselves and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Third Party Managers’ investment strategies, past performance and risk results in relation to its clients’ individual portfolio allocations and risk exposure. CMS also takes into consideration each Third Party Managers’ management style, returns, reputation, financial strength, reporting, pricing and research capabilities, among other factors. CMS continues to provide services relative to the discretionary selection of the Third Party Managers. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Third Party Managers. CMS seeks to ensure the Third Party Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. © MarketCounsel 2016 Page 10  Capital Management Services, Inc. Wrap Brochure Side-By-Side Management CMS does not provide any services for a performance-based fee (i.e., a fee based on a share of capital gains or capital appreciation of a client’s assets). Methods of Analysis CMS generally utilizes a combination of fundamental and technical methods of analysis. Fundamental analysis involves an evaluation of the financial condition and competitive position of a particular fund or security. For CMS, this process typically involves an analysis of entity’s management team, investment strategies, style drift, past performance, reputation and financial strength in relation to the asset class concentrations and risk exposures of the Firm’s target asset allocations. A substantial risk in relying solely upon fundamental analysis is that while the overall health and position of a company may be good, evolving market conditions may negatively impact the security. Technical analysis involves the examination of past market data rather than specific issuer information in determining the recommendations made to clients. Technical analysis may involve the use of mathematical based indicators and charts, such as moving averages and price correlations, to identify market patterns and trends which may be based on investor sentiment rather than the fundamentals of the company. A substantial risk in relying solely upon technical analysis is that spotting historical trends may not help to predict such trends in the future. Even if the trend will eventually reoccur, there is no guarantee that CMS will be able to accurately predict such a reoccurrence. Investment Strategies Asset Management Portfolio Construction uses a modular approach allows for seamless integration with existing client holdings. Modules are designed to enhance diversification while accommodating current positions. Each module is managed to its own benchmark and tactically adjusted as market conditions necessitate. Modules can be stand alone or combined proportionately to create complete portfolios. Modular design allows for trading efficiencies and more effective portfolio monitoring at the firm level. We are able to offer a distinct level of customization while still ensuring prudent portfolio management procedures. © MarketCounsel 2016 Page 11  Capital Management Services, Inc. Wrap Brochure CMS Third Party Managers The Firm seeks to identify Third Party Managers that exemplify the qualities and employ the appropriate services in accordance with the needs of its clients. In utilizing Third Party Managers, CMS is able to diversify portfolios and offer a breadth of opportunities that may not otherwise be available. © MarketCounsel 2016 Page 12  Capital Management Services, Inc. Wrap Brochure Risks of Loss General Risk of Loss Investing in securities involves the risk of loss. Clients should be prepared to bear potential losses. Market Risks The profitability of a significant portion of CMS’ recommendations may depend to a great extent upon correctly assessing the future course of price movements of stocks and bonds. There can be no assurance that CMS will be able to predict those price movements accurately. Mutual Funds and ETFs An investment in a mutual fund or ETF involves risk, including the loss of principal. Mutual fund and ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds and ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 20,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of such shares. Use of Third Party Managers CMS may recommend the use of Third Party Managers. In these situations, CMS continues to do ongoing due diligence of such managers, but such recommendations rely to a great extent on the Third Party Managers’ ability to successfully implement their investment strategies. In addition, CMS does not have the ability to supervise the Third Party Managers on a day-to-day basis. Management Through Similarly Managed Model Accounts CMS manages certain accounts through the use of similarly managed model portfolios, whereby the Firm allocates all or a portion of its clients’ assets among various mutual funds and/or securities on a © MarketCounsel 2016 Page 13  Capital Management Services, Inc. Wrap Brochure discretionary basis using one or more of its proprietary investment strategies. In managing assets through the use of models, the Firm remains in compliance with the safe harbor provisions of Rule 3a-4 of the Investment Company Act of 1940. The rebalancing strategy used to manage a model portfolio may involve an above average portfolio turnover that could negatively impact clients’ net after tax gains. While the Firm seeks to ensure that clients’ assets are managed in a manner consistent with their individual financial situations and investment objectives, securities transactions effected pursuant to a model investment strategy are usually done with some regard to a client’s individual tax ramifications. Clients should contact CMS if they experience a change in their financial situation or if they want to impose reasonable restrictions on the management of their accounts. Voting of Client Securities CMS does not accept the authority to vote clients’ securities (i.e., proxies) on their behalves. Item 7. Client Information Provided to Portfolio Managers In this Item, CMS is required to describe the type and frequency of the information it communicates to the Third Party Managers, if any, managing its clients’ investment portfolios. Clients participating in the Program generally grant CMS the authority to discuss certain non-public information with the Third Party Managers engaged to manage their accounts. Depending upon the specific arrangement, the Firm may be authorized to disclose various personal information including, without limitation: names, phone numbers, addresses, social security numbers, tax identification numbers and account numbers. CMS may also share certain information related to its clients’ financial positions and investment objectives in an effort to ensure that the Third Party Managers’ investment decisions remain aligned with its clients’ best interests. This information is communicated on an initial and ongoing basis, or as otherwise necessary to the management of its clients’ portfolios. Item 8. Client Contact with Portfolio Managers In this Item, CMS is required to describe any restrictions on clients’ ability to contact and consult with the portfolio managers managing their investment portfolios. There are no restrictions on clients’ ability to correspond with CMS. Clients can generally contact the Third Party Managers managing their portfolios through CMS. © MarketCounsel 2016 Page 14  Capital Management Services, Inc. Wrap Brochure Item 9. Additional Information Disciplinary Information CMS has not been involved in any legal or disciplinary events that are material to a client’s evaluation of its advisory business or the integrity of management. Other Financial Industry Activities and Affiliations Registered Representatives of a Broker-Dealer Certain of the Firm’s Supervised Persons are registered representatives of APW Capital Inc. and may provide clients with securities brokerage services under a separate commission-based arrangement. This arrangement is described at length in Item 4. Licensed Insurance Brokers or Agents Certain of CMS’ Supervised Persons, in their individual capacities, are also licensed insurance agents or brokers. When appropriate, these Supervised Persons, in their individual capacities, may recommend the purchase of certain insurance or annuity products to advisory clients on a fully-disclosed basis. A conflict of interest exists to the extent that CMS recommends the purchase of insurance or annuity products where its Supervised Persons receive insurance commissions or other additional compensation. As a result, CMS has procedures in place to address any such conflict. Code of Ethics CMS has adopted a code of ethics in compliance with applicable securities laws (“Code of Ethics”) that sets forth the standards of conduct expected of its Supervised Persons. CMS’ Code of Ethics contains written policies reasonably designed to prevent certain unlawful practices such as the use of material non-public information by the Firm or any of its Supervised Persons and the trading by the same of securities ahead of clients in order to take advantage of pending orders. The Code of Ethics also requires certain of CMS’ personnel (called “Access Persons”) to report their personal securities holdings and transactions and obtain pre-approval of certain investments (e.g., initial public offerings, limited offerings). However, CMS Supervised Persons are permitted to buy or sell securities that it also recommends to clients if done in a manner consistent with the Firm’s policies and procedures. This Code of Ethics has been established recognizing that some securities trade in sufficiently broad markets to permit transactions by Access Persons to be completed without any appreciable impact on the markets of such securities. Therefore, under certain limited circumstances, exceptions may be made to the policies stated below. © MarketCounsel 2016 Page 15  Capital Management Services, Inc. Wrap Brochure When the Firm is engaging in or considering a transaction in any security on behalf of a client, no Access Person may knowingly effect for themselves or for their immediate family (i.e., spouse, minor children and adults living in the same household as the Access Person) a transaction in that security unless: the transaction has been completed;  the transaction for the Access Person is completed as part of a batch trade (as defined below in  Item 12) with clients; or a decision has been made not to engage in the transaction for the client.  These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by mutual funds or money market funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more mutual funds. Clients and prospective clients may contact CMS to request a copy of its Code of Ethics. Account Reviews For those clients to whom CMS provides investment management services, CMS monitors those portfolios as part of an ongoing process while regular account reviews are conducted on at least a quarterly basis. For those clients to whom CMS provides financial planning and/or consulting services, reviews are conducted on an “as needed” basis. Such reviews are conducted by a member of CMS’ Investment Committee. All investment advisory clients are encouraged to discuss their needs, goals and objectives with CMS and to keep CMS informed of any changes thereto. The Firm contacts ongoing investment advisory clients at least annually to review its previous services and/or recommendations and to discuss the impact resulting from any changes in the client’s financial situation and/or investment objectives. Account Statements and General Reports Clients are provided with transaction confirmation notices and regular summary account statements directly from the Financial Institutions where their assets are custodied. On a quarterly basis or as otherwise requested, clients may also receive written or electronic reports from CMS and/or an outside service provider, which contain certain account and/or market-related information, such as an inventory of account holdings or account performance. Clients should compare the account statements they receive from their custodian with those they receive from CMS or an outside service provider. Those clients to whom CMS provides financial planning and/or consulting services will receive reports from CMS summarizing its analysis and conclusions as requested by the client or as otherwise agreed to in writing by CMS. © MarketCounsel 2016 Page 16  Capital Management Services, Inc. Wrap Brochure Client Referrals If a client is introduced to CMS by either an unaffiliated or an affiliated solicitor, CMS may pay that solicitor a referral fee in accordance with the requirements of Rule 206(4)-3 of the Advisers Act and any corresponding state securities law requirements. Any such referral fee is paid solely from CMS’ investment management fee and does not result in any additional charge to the client. If the client is introduced to CMS by an unaffiliated solicitor, the solicitor provides the client with a copy of CMS’ written disclosure brochure which meets the requirements of Rule 204-3 of the Advisers Act and a copy of the solicitor’s disclosure statement containing the terms and conditions of the solicitation arrangement including compensation. Any affiliated solicitor of CMS discloses the nature of his/her relationship to prospective clients at the time of the solicitation and will provide all prospective clients with a copy of CMS’ written disclosure brochure at the time of the solicitation. © MarketCounsel 2016 Page 17  Capital Management Services, Inc. Wrap Brochure Other Economic Benefits In addition, CMS is required to disclose any relationship or arrangement where it receives an economic benefit from a Third Party (non-client) for providing advisory services. This type of relationship poses a conflict of interest and any such relationship is disclosed below. Software and Support Provided by Financial Institutions CMS may receive from Charles Schwab & Co Inc, without cost to CMS, computer software and related systems support, which allow CMS to better monitor client accounts maintained at Charles Schwab & Co Inc. CMS may receive the software and related support without cost because CMS renders investment management services to clients that maintain assets at Charles Schwab & Co Inc. The software and support is not provided in connection with securities transactions of clients (i.e., not “soft dollars”). The software and related systems support may benefit CMS, but not its clients directly. In fulfilling its duties to its clients, CMS endeavors at all times to put the interests of its clients first. Clients should be aware, however, that CMS’ receipt of economic benefits from a broker-dealer creates a conflict of interest since these benefits may influence CMS’ choice of broker-dealer over another broker-dealer that does not furnish similar software, systems support or services. Additionally, CMS may receive the following benefits from Charles Schwab & Co Inc through its registered investment adviser division: receipt of duplicate client confirmations and bundled duplicate statements; access to a trading desk that exclusively services its Registered Investment Adviser participants; access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts; and access to an electronic communication network for client order entry and account information. The Firm also has the ability deduct advisory fees directly from client accounts; access to an electronic communications network for client order entry and account information; access to mutual funds with no transaction fees and to certain institutional money managers; and discounts on compliance, marketing, research, technology, and practice management products or services provided to the Firm by third party vendors. Charles Schwab & Co may fund business consulting and professional services received by CMS’ related persons. © MarketCounsel 2016 Page 18  Capital Management Services, Inc. Wrap Brochure Some of the products and services made available by Charles Schwab & Co Inc through the program may benefit CMS but not its client. These products or services may assist CMS in managing and administering client accounts, including accounts not maintained at Charles Schwab & Co Inc. Other services made available by Chales Schwab & Co Inc are intended to help CMS manage and further develop its business enterprise. The benefits received by CMS’ participation in the program do not depend on the amount of brokerage transactions directed to Charles Schwab & Co Inc. Financial Information CMS is not required to disclose any financial information pursuant to this Item due to the following: The Firm does not require or solicit the prepayment of more than $1,200 in fees six months or more  in advance of services rendered; The Firm does not have a financial condition that is reasonably likely to impair its ability to meet  contractual commitments to clients; and The Firm has not been the subject of a bankruptcy petition at any time during the past ten years.  © MarketCounsel 2016 Page 19  Capital Management Services, Inc. Wrap Brochure CAPITAL MANAGEMENT SERVICES, INC. a Registered Investment Adviser Prepared by: © MarketCounsel 2016 Page 20