USI Advisors Inc

Item 5 – Fees and Compensation

Compensation for Our Advisory Services

Fees for 3(38) discretionary as well as 3(21) non-discretionary services are generally subject to
negotiation; however, the Firm reserves the right to refuse to engage certain prospects or services
based on the type, size, and/or the nature of services requested by the proposed account. Additionally,
some scenarios involve the implementation of a minimum fee/charge, which will be specified in the
Investment Advisory Agreement. USI Advisors will typically either calculate and deduct management
fees directly from invoiced client accounts or bill a client separately.

        USI Advisors will provide an invoice at intervals specified in the Investment Advisory Agreement
        if compensated through a “hard-dollar” fee and/or deemed to be a fiduciary and the client pays
        the fee directly, and not through plan assets. Advisory fees are charged either in advance or in
        arrears of when services are actually rendered as agreed upon with the client.

               In advance: Advisory fees are billed in advance at the beginning of each calendar quarter
                based upon the asset value (market or fair market value in the absence of market value,
                plus any credit balance or minus any debit balance) of the client's account equity at the
                end of the previous quarter.

               In arrears: Advisory fees are billed in arrears at the end of each calendar quarter based
                upon the asset value (market or fair market value in the absence of market value) of the
                client's account at quarter-end.

               If USI Advisors is being paid quarterly from plan assets directly from the recordkeeper,
                USI Advisors will provide an annual reconciled invoice to the client.

        Upon 30 days’ written notice (or as specified in the Investment Advisory Agreement), the client
        has the authority to terminate the Investment Advisory Agreement. Advisor may also terminate
        this Agreement at any time upon 90 days’ written notice to the Client.

        In the event of Investment Advisory Agreement termination, regardless of whether fees are
        charged in advance or in arrears of when services are actually rendered, the advisory fees will be
        prorated for the number of days for which the accounts were provided advisory services. This
        finalized accounting of fees will be documented and provided to the client within sixty days of
        the termination of the relationship.

        In the event either party commits a material breach of its obligations under this Agreement, the
        other party may provide the breaching party with written notice of its intention to terminate

                                             ADV Part 2A

       this Agreement in 60 days. The breaching party shall have 30 days from the date that it receives
       such notice of termination in which to cure the breach. Should the breaching party fail to cure
       the breach to the reasonable satisfaction of the other party, the Agreement shall terminate at
       the end of the original 60-day period.

Clients can elect to compensate USI Advisors via the following methods:

      Via a “hard-dollar” fee: Under this method either a flat dollar fee or a percentage of assets-
       based fee is negotiated for the provision of advisory services. The client can choose to pay this
       obligation directly to USI Advisors or can choose to instruct a custodian to pay USI Advisors
       directly from assets held on their behalf.

      In certain situations where USIA is deemed to be a plan fiduciary for purposes of ERISA and the
       client has agreed to pay fees via a “hard – dollar” arrangement, USIA, its supervised persons or
       affiliates can/will be permitted to assist the plan in establishing a plan expense reimbursement
       account to be established through a custodian. USIA and its affiliates have distribution and
       services agreements with a variety of retirement plan products and service providers including
       Mutual Fund Complexes, Banks, Trust Companies, and Insurance Carriers. The services offered
       by these retirement plan products and service providers can be of a bundled or of an a la carte
       nature. These providers establish agreements with various distributors of underlying
       investment options that allow them to collect fees and remit payment of fees to authorized plan
       service providers.

      Generally, the plan expense reimbursements accounts are established by the custodian for
       benefit of the plan and are a plan asset subject to the control of appointed fiduciaries of the
       plan sponsor. Plan expense reimbursement accounts can be funded with all or a portion of
       compensation made available for distribution and/ or plan administration services from
       underlying investment options (dealer concessions, Finder’s fees, 12b-1s, Sub TA fees, and/or
       administrative services), asset based charges imposed by custodian or contract issuer, plan
       forfeitures, treasury contributions of the plan sponsor, or plan assets. Typically, the custodian
       upon the receipt of a billing invoice will pay expenses for plan services to authorized plan service
       providers or their agents. The types of compensation available from underlying investment
       options are dictated by the prospectus or comparable disclosure document. Please consult this
       documentation for additional information.

      For Defined Benefit Plans subject to ERISA, USIA will only enter into “hard-dollar” fee
       arrangements. If the ERISA Defined Benefit hires USIA to provide continuous and regular
       supervisory or management services, USIA will generally recommend that the plan use Charles
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Item 7 – Types of Clients

USI Advisors provides investment advisory services primarily to employer-sponsored retirement plans,
corporate pension and profit-sharing plans, endowments, charitable organizations, trust programs,
corporations, municipalities, and various types of institutional investors.

For certain legacy retirement plans, the Firm can be contractually obligated to provide investment
advice to plan participants. The Firm reserves the right to refuse to engage certain prospects based on
the type and/or size of the proposed account. Additionally, some scenarios involve the implementation
of a minimum fee/charge, which will be specified in the Investment Advisory Agreement.