Pike RFP

ADVISORY SERVICES AGREEMENT

OUR PLAN IS TO IMPROVE YOURS.

Page 2 of 5.vers.09.2015

2. FEE

CBIZ RPS shall receive a consulting fee (

“

Fee

”

) for its Services set forth on the Scope of Services. In the event this

Agreement is terminated prior to the last day of a billing period, a pro rata portion, based on the number of days

remaining in the billing period after the termination date, of any Fee paid in advance will be refunded to Client.

3. CLIENT ACKNOWLEDGEMENTS

a. Client acknowledges that Client has retained, and will exercise, final decision-making authority and responsibility

for all matters concerning all Services provided under this Agreement.

b. Client understands that CBIZ RPS will not perform any discretionary act with respect to the Plan or its assets.

c. Client acknowledges that CBIZ RPS and its affiliates obtain information from a wide variety of public and private

sources.

The Services provided by CBIZ RPS to Client under this Agreement are based upon CBIZ RPS’s or its

affiliates’ analyses of such information and, while CBIZ RPS believes that such information is reliable, CBIZ RPS

cannot guarantee the accuracy or validity of the data upon which such analyses or its policy recommendations or

studies are based.

d. Client acknowledges that CBIZ RPS and its affiliates may (i) perform other services for other clients, (ii) charge a

different fee for other clients, and (iii) give advice and take action that is different for each client even where the

retirement plans are similar.

e. Client acknowledges that when it engages service providers other than CBIZ RPS to provide services with

respect to the Plan, CBIZ RPS shall not be liable for the acts or omissions of any other person in respect of the

Plan and its assets, including any acts or omissions of any such Service Provider.

4. CLIENT REPRESENTATIONS, WARRANTIES AND COVENANTS

a. Client represents that the Plan is an employee benefit plan, as defined in Section 3(3) of the Employee

Retirement Income Security Act of 1974, as amended (“ERISA”), and is subject to Title I of ERISA and to Section

4975(e) of the Internal Revenue Code of 1986, as amended (the “IRC”).

b. Client represents that it (or a committee consisting of Client members and/or employees) is the Plan fiduciary

responsible for the control and/or management of the assets of the Plan, and for the selection and monitoring of

service providers for the Plan, in accordance with the requirements of ERISA.

c. The person signing this Agreement on behalf of Client has been delegated all necessary authority to do so by

Client and the trustees (or named fiduciary) of the Plan.

Client’s signing this Agreement and any instructio

ns Client gives with regard to the Plan are consistent with

applicable Plan documents, adopted and pending, including any investment policies, guidelines, or restrictions.

Client has provided CBIZ RPS with a copy of all such documents in effect as of the date of this Agreement.

Client will notify CBIZ RPS promptly in writing of any modification to the Plan’s investment policies, guidelines, or

restrictions in any Plan documents pertaining to the investment of Plan assets. CBIZ RPS may rely on information

provided by Client without further verification.

5. CBIZ RPS REPRESENTATIONS, WARRANTIES AND COVENANTS

a. CBIZ RPS is, and will continue to be during the term of this Agreement, registered with the Securities and

Exchange Commission as a Registered Investment Adviser under the Investment Advisers Act of 1940, as

amended (the “Advisers Act”).

Capacity. Client will initial one choice below.

_______

CBIZ RPS will act in the capacity of a “fiduciary” to the Plan, as that term is defined in Section

3(21)(A)(ii) of ERISA, only when it provides those non-discretionary investment advisory services

specifically identified as “Fiduciary Services”

on the Scope of Services and, as such, will discharge

its duties and obligations under this Agreement in accordance with its fiduciary responsibilities.

CBIZ RPS will not act in the capacity of a fiduciary to the Plan, either under ERISA or the Advisers

Act, when it renders all other Services set forth on the Scope of Services. CBIZ RPS may, from

time to time, work with one or more of its affiliates to provide such non-fiduciary Services pursuant

to this Agreement.