Stone Hill Fiduciary Management LLC

Item 5 - Fees and Compensation

      In general, the agreement between Stone Hill and the Plan Sponsor (the "Investment
      Advisor Service Agreement” or the “Managing Fiduciary Retention Agreement”) specifies
      the services for which the Plan Sponsor has retained Stone Hill, the nature of the
      compensation arrangement between the parties, the schedule of payment for such services,
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the respective responsibilities of the parties to the contract, any limitations as to the
professional services rendered by Stone Hill, as well as client acknowledgement of
required disclosures.
The person(s) executing the Investment Advisor Service Agreement or Managing
Fiduciary Retention Agreement with Stone Hill on behalf of such Plan must represent and
warrant that: (i) the person is a functional fiduciary who has power under the Plan to
appoint an "investment manager," (ii) governing instruments of the Plan permit the
appointment of an "investment manager" (as defined in ERISA); (iii) that the Plan can
enter into such an agreement with Stone Hill; and (iv) the Plan Sponsor retains all
authority to vote all proxies or delegates same to Stone Hill. Once the execution of an
Investment Advisor Service Agreement or Managing Fiduciary Retention Agreement
between Stone Hill and the Plan Sponsor is completed, Stone Hill will commence
providing the services mutually agreed upon and as set forth in the Investment Advisor
Service Agreement or Managing Fiduciary Retention Agreement.
Stone Hill will provide a copy of its current Form ADV Part 2 to the Plan Sponsor at the
time the Investment Advisor Service Agreement or Managing Fiduciary Retention
Agreement is executed, provided that the Plan Sponsor will have five (5) business days to
terminate the engagement without penalty after the Investment Advisor Service
Agreement or Managing Fiduciary Retention Agreement is executed. Stone Hill, at its
discretion, will charge a pro rata advisory fee for bona fide services rendered during the
period prior to termination.
The annual fee for the investment advisory and/or ERISA fiduciary services provided by
Stone Hill is a minimum $25,000 fixed rate.
Under certain circumstances, the annual fixed fee is the subject of negotiation but will
always be agreed upon prior to the implementation of an Investment Advisor Service
Agreement or a Managing Fiduciary Retention Agreement.
The Stone Hill fee is charged quarterly in advance. If a Plan Sponsor were to engage Stone
Hill in the middle of a quarter, the fee would be pro-rated for that period.
Pursuant to a Managed Account Sub-Advisory Agreement, Stone Hill serves as a Sub-
Adviser to an SEC-registered Investment Adviser, acting as an ERISA Section 3(21)
investment advisor on behalf of the underlying Plan Sponsor. As remuneration for its
services under this Agreement, the client shall pay or cause to be paid to the Sub-Adviser
an annual fixed management fee, paid on a quarterly basis. In turn, Stone Hill shall pay or
cause to be paid to the Adviser an annual management fee equal to 10% of Stone Hill’s
annual management fee, paid on a quarterly basis.
The fee for the services provided by Stone Hill is set forth in the Investment Advisor
Service Agreement or Managing Fiduciary Retention Agreement. The fee is payable
quarterly in advance as of the beginning of the calendar quarter. Pursuant to the contract
between the parties, Stone Hill will invoice advisory fees directly to the Plan Sponsor
client. Invoices are payable upon presentation.

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       Plan Sponsor clients must consent in advance to the payment of advisory fee invoices from
       a designated account.
       Once Stone Hill has been engaged, the Investment Advisor Service Agreement or
       Managing Fiduciary Retention Agreement can be terminated, upon written notice, within
       the first five (5) business days without penalty. However, during the five (5) business day
       period, Stone Hill will charge a pro rata advisory fee for bona fide advisor and fiduciary
       services actually rendered prior to such termination. After such five-day period has
       expired, the Investment Advisor Service Agreement or Managing Fiduciary Retention
       Agreement is terminated upon not less than 60 days advance notice by either party to the
       other and termination will become effective not less than 60 days after receipt of such
       notice.
       Upon the termination of the Investment Advisor Service Agreement or Managing
       Fiduciary Retention Agreement, Stone Hill will have no obligation whatsoever to
       recommend any action with regard to, or to liquidate, the securities or other investments in
       the underlying Plan account. Stone Hill will, however, charge a pro rata portion of the
       advisory fee, charged quarterly in advance, for bona fide advisory and fiduciary services
       actually rendered during the quarter prior to or coincidental with such termination.
       Notwithstanding the foregoing, pursuant to applicable laws, Stone Hill will refund excess
       advance payment to the extent that bona fide services have not been provided.
       Please note that all fees and expenses charged by mutual funds, exchange traded funds,
       collective trust funds and stable value funds to its investors are separate and distinct from
       fees payable to Stone Hill. These fees and expenses are described in each fund's
       prospectus or agreement, and generally include a management fee, other fund expenses,
       and a possible distribution fee.

Item 7 - Types of Clients

       The sole business of Stone Hill is providing either non-discretionary investment advisory
       services or discretionary investment advisory services, and fiduciary services under the
       Employee Retirement Income Security Act of 1974, as amended ("ERISA") to retirement
       plan sponsors ("Plan Sponsors") relating to the retirement plans of the Plan Sponsors
       (each, a "Plan").

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      Stone Hill assists the Plan Sponsor in a number of ways, including (i) acting as an ERISA
      Section 3(21) registered investment advisor to give investment advice, (ii) as an ERISA
      Section 3(38) investment manager to manage plan investment, (iii) as an ERISA Section
      3(16) plan administrator and managing fiduciary to manage plan administration; and (iv)
      as an ERISA Section 402(a) named fiduciary with full discretionary powers to select,
      monitor and replace service providers for the Plan in accordance with the Plan's
      investment policy and Plan document in the best interest of the Plan and for the exclusive
      benefit of Participants.
      Pursuant to a Managed Account Sub-Advisory Agreement, Stone Hill serves as a Sub-
      Adviser to an SEC-registered Investment Adviser, acting as an ERISA Section 3(21)
      investment advisor on behalf of the underlying Plan Sponsor.
      Stone Hill will impose a minimum dollar value (currently $5,000,000) on assets to qualify
      for investment advisory and/or ERISA fiduciary services. However, the minimum dollar
      value is the subject of negotiation under certain circumstances.