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INVESTMENT ADVISORY SERVICES <br />AGREEMENT <br />This Investment Advisory Agreement <br />(`Agreement") is made and entered into as ofthe <br />date this Agreement is executed by the parties <br />("Execution Date'), by and between <br />Morningstar Investment Management LLC, a <br />Delaware limited liability company <br />("Morningstar'), and the plan sponsor ("Plan <br />Sponsor') the named fiduciary and sponsor of <br />the Plan identified on Exhibit (the `Plan'). <br />BACKGROUND <br />The Plan Sponsor is a named fiduciary with <br />respect to the Plan with the authority under the <br />Plan to obtain certain investment advisory <br />services. Plan Sponsor has elected to offer the <br />Advisory Services to Plan participants. Plan <br />Sponsor has entered into a separate written <br />agreement with its financial service provider <br />("Service Provider") to provide daily valuation, <br />recordkeeping and other administrative services <br />to the Plan, including access to Morningstar's <br />investment Advisory Services, if Plan Sponsor so <br />elects. <br />The Plan Sponsor has determined that it is in the <br />best interests of the Plan and the Participants and <br />their Beneficiaries (both as defined in Exhibit A) <br />to retain Morningstar to provide the Advisory <br />Services (as defined below and further in Exhibit <br />A), including but not limited to providing <br />investment Advisory Services by and through <br />proprietary software and technology that <br />processes demographic an� financial information <br />about Participants and ide tifies model portfolios <br />comprised of various asset classes in weights that <br />correspond to various risk rofiles of individuals. <br />Use of the Ad ' rv. es, as directed by the <br />Participants and their Beneficiaries, shall be <br />effective after the execution of this Agreement <br />and upon the delivery of all necessary <br />information from Service Provider to <br />Morningstar (the "Effective Date"). <br />Morningstar is willing to perform such <br />investment Advisory Services as a fiduciary to <br />the Plan as provided under the terms of this <br />Agreement. <br />Non -ERISA July 2021 <br />Based on the foregoing, Plan Sponsor, on behalf <br />of the Plan, and Morningstar agree as follows: <br />AGREEMENT <br />1. SERVICES AND PAYMENT <br />1.1 Description of Advisory Services. <br />Morningstar agrees to provide the Plan with the <br />Advisory Services. "Advisory Services" shall <br />mean individually or collectively the Managed <br />Account Services and the Investment Advice <br />Services (each as described below in Exhibit A) <br />and, provided, however, that the Plan and <br />Participants shall only be eligible to choose from <br />those Advisory Services specifically selected by <br />Plan Sponsor. The Advisory Services <br />specifically exclude analysis of or advice <br />regarding the potential local, state or federal tax <br />consequences resulting from any investment <br />advice or recommendation provided by <br />Morningstar. <br />1.2 Fees. In consideration for the Managed <br />Account Services, the Plan will pay to <br />Morningstar the fees set forth on Exhibit B. <br />1.3 Invoicing and Payment. Plan Sponsor <br />agrees to direct the Service Provider to collect all <br />applicable fees from each Participant's Plan <br />account and to remit such fees to Morningstar. <br />The parties agree and acknowledge that Service <br />Provider shall deduct monthly and remit the <br />applicable fees in monthly installments in arrears <br />beginning at the end of the month in which the <br />fees were earned by Morningstar. <br />2. TERM AND TERMINATION <br />2.1 Term. Subject to Section 2.2, the <br />Agreement shall commence on the Effective Date <br />and continue in effect for a term of one (1) year <br />from the Effective Date. The Agreement shall <br />automatically be renewed for additional one (1) <br />year periods, unless a party delivers to the other <br />parties a written notice of non -renewal at least <br />thirty (30) days prior to the date such renewal <br />would take effect (each one (1) year period is a <br />"Term"). <br />