ADP Strategic Plan Services LLC

Item 5 – Fees and Compensation

Investment Management Fees and Investment Advisory Fees
SPS's fee for its services may be a flat fee or a percentage of assets under management-based charge, based upon the
nature of the services provided. Fees for services are negotiable and may vary depending on the facts and circumstances
related to a specific plan, such as the scope of services to be provided, the duration of services and the size of the Plan
Sponsor (i.e., the number of plan participants, amount of assets and other demographic factors). A minimum fee is
implemented. However, SPS, in its sole discretion, may waive any minimum fee requirements and/or charge a lesser fee
than originally agreed to by the parties. SPS does not charge any performance-based fees (i.e., fees based on a share of
capital gains on or capital appreciation of the assets of a Client).

The annual fee is billed in arrears, either monthly or quarterly, depending on the billing cycle that applies to the plan
pursuant to the Services Agreement.

The standard fee schedules for the Non-Discretionary 3(21) Fiduciary Services and Discretionary 3(38) Fiduciary Services
programs (together, the “Programs”) are as follows:

Non-Discretionary 3(21) Fiduciary Services:

3(21) Custom Service

                       Eligible Plan Assets under Advisement       Annual Fee

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                  o    $10MM - $15MM                                0.22%
                  o    $15MM - $25MM                                0.15%
                  o    $25MM+                                       0.10%
                  o    Maximum fee:                                 $50,000

 The above schedule represents a tiered fee structure that is charged as follows: SPS will charge a fee of .22% (22 basis
 points) on the first $15MM of eligible plan assets, followed by a fee of .15% (15 basis points) on the next $10MM of eligible
 plan assets, and then .10% (10 basis points) on all assets above that threshold (with a maximum annual fee to SPS of
 $50,000). This annual fee, expressed as a flat dollar amount, will either be billed monthly or quarterly in arrears,
 depending on the billing cycle that applies to the Plan pursuant to the Service Agreement. Service Provider, as SPS’s
 billing agent, will calculate this yearly fee by multiplying (1) the balance of the Eligible Plan Assets multiplied by (2) the
 percentage indicated as per the table listed above.
Alternatively, SPS may charge a flat dollar fee based on the estimated initial plan assets presented by Client or Client’s
representative at the time of the initiation of SPS investment advisory services.

3(21) Auto-Execute Service

SPS charges an annual fee equal to .10% (10 bps) of a plan’s Eligible Assets with a maximum fee of $50,000.

Discretionary 3(38) Fiduciary Services:

SPS charges an annual fee equal to 0.10% of a plan’s Eligible Assets, subject to a monthly minimum fee of $30.00, or if
billed quarterly subject to a quarterly minimum fee of $90.00.

ADP Starter k Complete - SPS assesses an annual fee for its investment management services equal to 0.10% of Eligible
Assets. This annual fee will either be billed monthly in arrears and will be subject to a monthly minimum of $8.33, or
quarterly and will be subject to a quarterly minimum of $25.00, depending on the billing cycle that applies to your Plan.

“Eligible Plan Assets” are the average daily value of plan assets including interest paid or accrued. Eligible Plan Assets
include all plan assets except (1) those invested in Plan Sponsor additional investment options and (2) any outstanding
participant loan balances. Fees that may be charged are not subject to rebate for partial periods.

It is SPS practice, that if Eligible Plan Assets exceed $25M, to cap its annual fee at $25,000, beginning in the month or
quarter following the billing period in which Eligible Plan Assets exceed such amount. SPS may discontinue this practice
for new sales at any time. Existing Clients whose fees are capped would remain so, subject to written notification as
described below.

No increase in the annual fee for the Programs as set forth above shall be effective without prior written notification to
Plan Sponsors under the terms of our written investment advisory or investment management agreement with the Plan
Sponsor. The cost of investment advisory and management services provided through these Programs may be more or
less than the cost of purchasing similar investment advisory or management services separately from recordkeeping
services provided by ADP, Inc.

Termination
Either SPS or a Plan Sponsor may terminate an investment advisory or management agreement at any time by providing
the other party with 30 days written notice. Fees accrue monthly and are not subject to rebate for partial periods.
Notwithstanding this, Clients may be required to select alternative funds or share classes prior to the effective date of

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termination of the management agreement if the plan no longer qualifies to own the funds or share classes outside the
SPS 3(38) program.

Payment Options
Unless otherwise agreed to by SPS and the Plan Sponsor, the fees for SPS services that are based upon a percentage of
assets under management are billed in arrears on a monthly or quarterly basis based on Eligible Assets depending on the
billing cycle of recordkeeping fees. Flat fees for SPS services are billed in arrears monthly. The Plan Sponsor may elect in
accordance with its plan documents to pay SPS’s fee directly or may elect to pay such fees from the plan’s assets, as
permitted under ERISA.

SPS provides a good faith estimate of the fair market value of the plan assets on which its fees are calculated based on the
information provided by the recordkeeper.
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