Institutional Investment Consulting

Item 5           Fees and Compensation

   A.
                                 RETIREMENT CONSULTING SERVICES
         The Registrant offers pension-consulting services, on a non-discretionary or discretionary
         fee basis, to defined contribution, defined benefit and non-qualified plans. Generally, the
         Registrants’ advisory fees are payable quarterly in advance. However, the Registrant may
         also charge its advisory fees quarterly in arrears. The Registrant’s fee for advisory services
         is based either on a percentage of assets under advisement or an agreed upon fixed fee.

    The Registrant’s investment advisory fee is negotiable at its discretion, depending upon
    objective and subjective factors including but not limited to: the amount of assets to be
    managed; portfolio composition; the scope and complexity of the engagement; the
    anticipated number of meetings and servicing needs; related accounts; future earning
    capacity; anticipated future additional assets; the professional(s) rendering the service(s);
    prior relationships with the Registrant and/or its representatives, and negotiations with the
    client. As a result of these factors, similarly, situated clients could pay different fees, the
    services to be provided by the Registrant to any particular client could be available from
    other advisers at lower fees, and certain clients may have fees different than those
    specifically set forth above.

B. The Registrant does not deduct its advisory fee from client accounts. Instead, should the
   client choose to do so, the client may initiate a disbursement from its custodial account to
   be directed as payment for the Registrant’s advisory services. In the event that the
   Registrant bills the client directly, payment is due upon receipt of the Registrant’s invoice.
   As indicated below, the Registrant’s advisory fees are generally payable quarterly in
   advance but in some instances may be payable quarterly in arrears. The Registrant quarterly
   advisory fee is calculated as a prorated portion of the agreed upon annual fee.

C. Clients may incur, in addition to Registrant’s investment advisory fee, charges imposed by
   other professionals engaged by the client and/or certain investment vehicles, including but
   not limited to all mutual fund purchases, collective trusts and separately managed accounts
   (“SMAs”). All fees paid to the Registrant are separate and distinct from the fees and expenses
   charged by mutual funds to their shareholders, collective trusts, SMAs and other similar
   investment vehicles. These fees and expenses are described in the investment vehicle’s
   prospectus. These fees will generally include a management fee, other expenses, as well as a
   possible distribution fee. Also, in the case of a mutual fund, the fund may also impose a sales
   charge.

D. The Registrant’s annual investment service fee shall be prorated and paid quarterly. The
   Registrant’s advisory fees are generally payable quarterly in advance but in some instances
   may be payable quarterly in arrears. The Registrant does not generally require an annual
   minimum fee or asset level for investment services. Registrant, in accordance with all
   applicable regulations and at its sole discretion, may charge a lesser investment advisory
   fee based upon certain criteria (i.e., anticipated future earning capacity, anticipated future
   additional assets, dollar amount of assets to receive advisory services, account
   composition, negotiations with client, etc.).

    The Plan Advisory and Consulting Agreement between the Registrant and the client will
    continue until terminated by either party by written notice and/or in accordance with the
    terms of the Plan Advisory and Consulting Agreement.

E. Certain of the Registrant’s representatives, in their individual capacities are registered
   representatives of LPL Financial (“LPL”), a FINRA member broker-dealer. In the event
   the client chooses to purchase a corporate owned life insurance product including a variable
   universal insurance product or private placement insurance product, through LPL, LPL will
   receive the embedded insurance commissions to effect the transaction, a portion of which
   shall be paid to the LPL Registrant’s representatives, as Corporate Owned Life Insurance
   Commissions, when applicable. The fees received by LPL may be higher or lower than
   those received by other broker-dealers.

                 Conflict of Interest: The purchase of a Corporate Owned Life Insurance product
                 from LPL presents a potential conflict of interest, as the receipt of Corporate
                 Owned Life Insurance Commissions may be different compensation (generally is
                 higher in the early years 1-5yrs) compared to the other Nonqualified funding
                 alternatives and therefore could represent an incentive to offer products based on
                 Corporate Owned Life Insurance Commissions to be received, rather than on a
                 particular client’s need. No client is under any obligation to purchase any
                 Corporate Owned Life Insurance products from LPL.

                 When providing Nonqualified deferred compensation services the Registrant’s
                 representatives do not receive Corporate Owned Life Insurance Commissions
                 compensation for advisory services in addition to a fixed NQ advisory fee. Any
                 commissions will be used to directly offset any Nonqualified Deferred
                 compensation advisory fees including future year NQ advisory fees. Any
                 Corporate Owned Life Insurance Commissions received generally result in a
                 waiver of NQ advisory fees.

Item 7           Types of Clients

         The Registrant’s clients shall include Corporate Cash clients, Company Stock plan clients,
         ESOP clients, defined contribution, defined benefit and non-qualified plans.