Registered Investment Advisor and Independent ERISA Fiduciary Fee Schedule

The annual fee for the investment advisory and ERISA fiduciary services provided by Stone Hill Fiduciary Management as Managing Fiduciary, Named Fiduciary for Plan Administration, Named Fiduciary for Plan Investment, Investment Manager, and Registered Investment Advisor is equal to the greater of $20,000 fixed amount fee or 20 basis points fixed rate fee, not to exceed $100,000. The minimum annual fee of $20,000 does not increase until and unless plan assets exceed $10 million. The maximum annual fee is $100,000, once plan assets exceed $50 million.

Clients may be charged an annual fee for advisory and fiduciary services, either based upon a percentage of assets under management or a fixed fee arrangement based upon account size. Under certain circumstances, the annual fee may be subject to negotiation, but will always be agreed upon prior to the implementation of an Advisory and Fiduciary Services Agreement.

The fee is payable quarterly in advance as of the beginning of the calendar quarter. Stone Hill will invoice advisory fees directly to the Plan Sponsor client. Invoices are payable upon presentation.

Plan Sponsor clients must consent in advance to direct debiting from a designated account to facilitate the payment of fee invoices. Stone Hill Fiduciary Management will not seek reimbursement for travel and similar expenses in connection with the provision of its services.

Once Stone Hill has been engaged, the Agreement can be terminated, upon written notice, within the first five (5) business days without penalty. However, during the five-business day period, Stone Hill may charge a pro rate advisory fee for bona fide advisor and fiduciary services actually rendered prior to such termination. After such five-day period has expired, the Agreement may be terminated at any time upon not less than 60 days advance written notice by either party to the other and termination will become effective not less than 60 days after receipt of such notice.

Stone Hill Fiduciary Management may withhold a pro rata portion of the prepaid advisory fee, charged quarterly in advance, for bona fide advisory and fiduciary services actually rendered during the quarter prior to such termination. Notwithstanding the foregoing, pursuant to applicable laws, we will refund excess advance payment to the extent that services have not been provided.

All fees and expenses charged by mutual funds, exchange traded funds, collective trust funds, and stable value funds are separate from fees payable to Stone Hill Fiduciary Management. 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. No performance fee is payable to Stone Hill Fiduciary Management pursuant to the services it provides to plan sponsors.

We establish ERISA fee recapture accounts, plan expense reimbursement accounts, and budget accounts resident with the plan custodian or corporate trustee, enabling plan sponsors to control the revenues and expenses associated with plan investment. Plan sponsor clients may apply funds from these accounts to pay our fee and other plan fees in accordance with ERISA. If we receive payment from the ERISA Account at your direction, the manner in which we are being paid, but not the amount that we receive, is different than if we were paid directly.

Stone Hill Fiduciary Management is a fiduciary to its clients, exercising discretionary authority and control respecting the management of the plan and the plan assets associated therewith, and has discretionary authority and responsibility for the administration of the plan. Stone Hill Fiduciary Management is a Fiduciary under ERISA with respect to plan administration and plan investment.

Stone Hill Fiduciary Management renders investment advice and fiduciary guidance to its plan sponsor clients, their boards of directors, and their board-appointed retirement plan committees.