Retirement Plan Consulting Agreement (Page 2 of 4) in pdf

Consistent with the parameters of the Investment Policy Statement, the CONSULTANT shall provide the PLAN with an

initial (and ongoing) diversified platform of PLAN investment options from which PLAN participants may choose (which may

include, at the discretion of the CONSULTANT, specific asset allocation programs devised and managed by CONSULTANT based

upon various investment objectives).The CONSULTANT shall monitor the PLAN investment options on an ongoing and continuous

basis, and shall be responsible for making additions/deletions thereto. The SPONSOR may, in writing, direct the CONSULTANT

not to include among the PLAN investment options any asset allocation programs devised and managed by CONSULTANT

In addition, CONSULTANT shall provide PLAN participants with up to two (2) annual general informational seminars, to

include materials which describe the various investment alternatives available under the PLAN, information about investing generally,

including information about different types of investments, information about different investment allocation strategies, including

information about historical returns, and interactive materials designed to help participants identify appropriate investment strategy.

Unless specifically subject to a separate written agreement executed by both parties, the PLAN acknowledges that

CONSULTANT’s services shall not include any PLAN administration, legal or accounting services, or proxy voting services.

COMMISSIONS/TRANSACTION FEES

Commissions and/or transaction fees may be charged by the PLAN's designated broker-dealer/custodian for the purchase

and/or sale of the PLAN investment options. The CONSULTANT shall review all such expenses/charges with the SPONSOR. In

addition, participants shall also incur charges imposed directly at the mutual fund and exchange traded fund levels (i.e. advisory fees

and other fund expenses).

CONSULTANT’s ANNUAL FEE/SOURCES OF COMPENSATION

CONSULTANT shall be compensated by the SPONSOR and/or from each participant’s account for its consulting services,

as determined by the SPONSOR, in accordance with the fee schedule attached hereto and made a part hereof as Schedule “C”, which

may include, to the extent directed by the SPONSOR, the receipt of 12b-1 and/or shareholder servicing fees to offset a portion of

CONSULTANT’s annual fee. Other than its fee as disclosed on Schedule “C” (including any source[s] of fees other than asset based

fees paid directly from the PLAN and/or its participant accounts), the CONSULTANT shall not receive any other compensation in

conjunction with its services under this Agreement. In addition to payment of the CONSULTANT’s annual fee, the SPONSOR shall

remain responsible for reimbursement of all travel-related expenses incurred by the CONSULANT for PLAN-related travel.

CONFLICTS OF INTEREST

Other than as may be disclosed on Schedule "C" and its written disclosure statement (see paragraph 18 below), the

CONSULTANT is not subject to any conflicts of interest in conjunction with the services to be provided under this Agreement.

FIDUCIARY STATUS

With respect to its obligation to provide the PLAN with an initial (and ongoing) diversified platform of PLAN investment

options, CONSULTANT is a “fiduciary” to the PLAN consistent with Section 3(38) of ERISA. CONSULTANT’s fiduciary duty

does not, and will not, extend to a participant’s investment decision making process as to how he/she chooses to allocate any portion

of his/her PLAN assets among any PLAN investment alternative, including (to the extent applicable) CONSULTANT’s asset

allocation programs, it being understood that the participant retains all such investment decision making authority and responsibility.

CONSULTANT LIABILITY

The CONSULTANT, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision,

or loss in connection with this Agreement. CONSULTANT shall only be responsible for those assets that the PLAN has designated

to be the subject of the CONSULTANT’s services under this Agreement without consideration to any additional assets not so

designated by the SPONSOR. The SPONSOR acknowledges that investments have varying degrees of financial risk, and that

Consulting ERISA 404(c) – 3(38) Fiduciary

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Retirement Plan Consulting Agreement Page 2