Nexus338 LLC

Item 5 - Fees And Compensation

A. Advisory Fees

3(38) Core Menu Service

The fee for the 3(38) Core Menu Service is a fixed fee paid quarterly in arrears that ranges
from $20,000 to $200,000. The fixed fee amount is based on a variety of factors, including
and not limited to the number of DIAs, the Plan asset size and Plan history, the requirement
to write or update the IPS, and overall complexity of the client’s situation, reporting
requirements, etc.

Glidepath Assessment Service and Participant Account Service

This fee is an annualized asset-based fee, paid quarterly in arrears, that ranges from 0.03%
to 0.05% of the assets maintained under the Glidepath Assessment Service and Participant
Account Service as of the last day of the quarter. The actual fee agreed upon will be based on,
but not limited to, the size of the Plan assets, number of Participants, Plan history and Plan
complexity. In the case of where the Participant has opted-out, “assets” would mean all

defaulted assets and in the case of where the Participant has opted-in, “assets” would mean
only those assets that the Participant elected to have managed.

Hourly Fee

An hourly fee between $500 to $700 would be charged for additional services that were not
originally contemplated or requested under the fixed or asset-based fee arrangements
described above. The hourly fee will be billed monthly in arrears.

Investment Management Services

The annual fee for Investment Management Services is assessed as a percentage of assets
under management, according to the following schedule:

         ASSET UNDER MANAGEMENT                    ANNUAL FEE ASSESSED
         Up to $5 Million                          The greater of $7,500 or 0.75%
         Next $1 to $10 Million                    0.55%
         Next $1 and thereafter                    0.40%

A portfolio minimum of $1,000,000 is required. Nexus338 retains the right to modify fees, in
its sole and absolute discretion, on a client-by-client basis. Factors considered may include,
but are not limited to, the complexity and nature of the advisory services provided,
anticipated amount of assets to be placed under management, anticipated future additional
assets, related accounts, portfolio style, and account composition. The specific fee schedule is
identified in the advisory agreement entered into with the client.

B. Payment Method

Services for Qualified Retirement Plans

Depending on the written service agreement entered into with the Plan Sponsor or Plan
Fiduciary, Nexus338 can be paid directly from the Plan Sponsor’s own assets, from the Plan
assets, or from the investment building blocks within iGPS®.

Investment Management Services

For investment management (individual or institutional, discretionary or non-discretionary)
and ongoing investment advisory services, typically fees are debited from the client -
designated account quarterly in arrears in accordance with the client's written authorization
with the custodian and so specified in the Services Agreement. Otherwise, based solely on
each client's choosing, we will invoice the client and are paid directly by the client. All asset
based       fees     are       calculated       based      on      the       value      (market
 value or fair market value in the absence of market value) of the client's account assets
reported by the custodian at the end of the previous calendar quarter unless noted otherwise.
A copy of the quarterly statement from the custodian is attached with each invoice.

C. Additional Information

Fees Negotiable

The asset-based and fixed fees are negotiable.

Additional Fees

The Plan Sponsor or Plan assets may be subject to the following (and not limited to) fees and
charges as a function of participating in a qualified retirement plan that may be assessable
in addition to fees and compensation payable to Nexus338:

    1. Investment fees – Collective Investment Trust, mutual fund, separate account,
       variable insurance account, ETF or other packaged investment expenses;
    2. Custodian and directed trustee fee;
    3. Recordkeeping and Third Party Administrator (TPA) fee;
    4. Annual audit and filing fees;
    5. Participant account level fees and expenses (e.g. distribution, loan, QDRO, etc.);
    6. Brokerage window transaction fee;
    7. Legal and non-investment consulting fees; and/or
    8. ERISA bond premium.

Nexus338 works with the Plan’s recordkeeper, custodian and/or directed trustee to effect all
Plan- or Participant-level transactions. Nexus338 does not have the authority to select or
recommend brokerage or custodian services to plan fiduciaries.

Professional Fees

Fees do not include the services of any professionals engaged by a client will be billed directly
by such professional(s).

D. Termination and Refunds

A client has the right to terminate their investment advisory relationship with Nexus338
without penalty within five (5) business days after entering into an agreement with
Nexus338. In addition, a client has the right to cancel their advisory agreement at any time
and for any reason upon ninety (90) days’ prior written notice to Nexus338. If an account is
terminated during a calendar quarter, fees will be adjusted pro rata based upon the number
of calendar days in the calendar quarter that the investment management agreement was
effective. Because fees are charged in arrears, the client will not be due a refund.

E. Additional Compensation

Except as set forth above, when serving as a 3(38) fiduciary investment manager, neither
Nexus338 nor any of its associated persons accept commissions or compensation from any
other source (e.g., mutual funds, insurance products or any other investment product) and
does not charge a mark-up on clients’ securities transactions. Neither Nexus338 nor any of
its associated persons receive “trailer” or 12b-1 fees from an investment company.

F. IRA Rollover Considerations
...

Item 7 - Types of Clients

A. Clients

Nexus338 provides investment advisory services to, individuals, Plan Fiduciaries, Plan
Sponsors or appointed committees and fiduciaries of account based-defined contribution
retirement plans.

B. Engaging the Services of Nexus338

Services for Qualified Retirement Plans

A written agreement is required between Nexus338 and the Plan sponsor or Plan Fiduciary
for each of the following services: 3(38) Core Menu Service, Glidepath Assessment Services
and Participant Account Service and iGPS®.

Glidepath Assessment Services and Participant Account Service must be offered together
and cannot be separated or selected in isolation of each other. The two services are
dependent on each other.

The executed agreement for Glidepath Assessment Services and Participant Account Service
and iGPS® must also be acknowledged by and lodged with the recordkeeper.

It is important to note that the 3(38) Core Menu Service is a standalone service and cannot
be combined with the remaining services offered by Nexus338. Allowing Nexus338 to have
discretion over selecting investment options for the core menu and at the same time have the
ability to self-select any other service would create a conflict of interest.

Investment Management Services

All clients wishing to engage us for investment management services must first enter into
the applicable advisory agreement and sign/complete any other document or questionnaire
required by us. The advisory agreement describes our services and the terms, conditions, and
responsibilities thereunder. It also outlines our fee, fixed and/or variable, in detail.

In addition, clients may need to complete certain broker-dealer/custodial documentation.
Upon completion of all required documents, we will be considered engaged by you. You will
be responsible for ensuring that we are informed in a timely manner of changes in
circumstances that may affect your investment objectives and risk tolerance.

C. Conditions for Managing Accounts

Nexus338 requires new clients have a minimum account size of $1,000,000 for Investment
Management Services, although Nexus338 retains the right to reduce or waive this
minimum account size. Accounts of less than $1,000,000 may be set up when the client and
Nexus338 anticipate the client will add additional funds to the accounts bringing the total to
$1,000,000 within a reasonable time. Other exceptions will apply to employees of Nexus338
and their relatives or relatives of existing clients. Economic hardship circumstances may also
be taken into consideration.