John Hancock Retirement Plan Services, LLC ( JHRPS ) has always believed in clearly explaining the fees, expenses, and costs associated with our administration of your retirement plan. We have employed this philosophy for years and believe the sponsors and advisors with whom we do business benefit. Regulations introduced by the Department of Labor (DOL) under Section 408(b)(2) of the Employee Retirement Income Security Act of 1974 require most retirement plan providers to disclose this information to their plan sponsor clients. While you have already been provided with the information required under the Section 408(b)(2) regulation in a variety of ways, this summary document is designed to provide you a road map to the information and is intended to satisfy the DOL requirements as they pertain to JHRPS and its affiliates. This document will reference the following documents: Service Agreement, Schedules, and Subsequent Amendments Trust/Custody Agreement Quarterly Investment Reviews/Summaries Insurance Contracts Fund Prospectuses and Similar Offering Disclosure Materials Revenue Disclosure Document You have previously received each of these documents but if you would like another copy, please contact me. We have included descriptions of services and associated compensation for Morningstar Associates, LLC and New York Life Insurance Company. Please note, there is no intention to comply with the 408(b)(2) disclosure requirements on behalf of any other service provider and we encourage you to ensure you are receiving the requisite disclosures from all who provide services to your plan (the Plan ). We also strongly encourage you to review the referenced documents. The fees listed are a comprehensive list of fees and services that JHRPS offers its retirement plan clients and you may find that not all apply to your specific plan. Should you have any questions, please contact me. Regards, Relationship Manager
General Services JHRPS provides comprehensive recordkeeping and plan administration services including: Defined contribution recordkeeping and administration Defined benefit, including cash balance, recordkeeping and administration Actuarial services Trustee and custodial services ERISA and consulting services Compliance testing Participant communications and education strategies and programs Participant Service Center, Voice Response Service, and Internet services Investment information services For a detailed listing of our administrative, recordkeeping, trustee, ERISA compliance, actuarial, and outsourcing services provided specifically to your Plan, please refer to your Service Agreement and the Trust or Custody Agreement. 2
Compensation DIRECT COMPENSATION TO JHRPS The following items of compensation are paid directly to JHRPS, either by you or from plan assets, as disclosed in your Service Agreement Fee Schedule and/or any subsequent amendment: Recordkeeping/Administration Fee This fee (which is labeled in various Fee Schedules as required revenue or Base Administration Fee or other names) is for JHRPS s core recordkeeping and administration services and is typically waived, in whole or in part, to the extent it is offset by indirect compensation received by JHRPS from plan investment providers. Other compensation paid directly to JHRPS, as described in the Fee Schedules, includes: Participant Transaction Fees, if applicable such as transaction fees for loan initiation (Set- Up); loan maintenance; hardship withdrawal qualification; installment payments (periodic payments); distributions (including partial, in-service, auto cashout); qualified domestic relations order (QDRO) review; insufficient funds, and/or inactive participant fees Fee for preparation of Annual FAS 106 expense and disclosure reports of health and/or welfare plan for defined benefit plans Fee for preparation of Annual FAS 87/158 expense and disclosure report of pension plan for defined benefit plans, if applicable Bank of New York Separate Account Administration Fees, if applicable Investment Portfolios Wrap Fee, if applicable OnTarget Participant Account Fees, if applicable Other custom investment-related fees such as asset-based investment fees, if applicable Portfolio Complete Service Administration Fee, if applicable Regulatory Compliance Services project fees Retirement Plan Consulting Services project fees Stable Value Wrap Fees, if applicable Fulfillment Services project fees Termination Fees (for early termination of services) Plan Termination Project Fee Other client-initiated project fees will apply to plan terminations, spin-offs, or other related projects to cover project management, data, and asset transfer costs. The costs are based on an hourly rate as outlined in your Service Agreement. JHRPS receives the compensation for the associated services through direct invoicing and deduction from participant accounts. As described in the following section, certain direct fees may be offset to the extent that JHRPS receives indirect compensation. 3
INDIRECT COMPENSATION TO JHRPS Shareholder Servicing/Distribution Compensation JHRPS and its affiliates receive compensation from the relevant investment issuer, manager, or underwriter in connection with the Plan s investments in certain designated investment alternatives for shareholder servicing, account administration, and/or distribution services provided on behalf of the investment issuer, manager, or underwriter ( Service Revenue ). These Service Revenue payments are reflected in the net asset value of the investment and are described in the applicable fund prospectus, insurance contracts, or similar offering disclosure materials that have been provided to you. In this regard, JHRPS is making no representation as to the completeness or accuracy of any such non-affiliated materials. This indirect compensation is shown in the Revenue Disclosure Document and Quarterly Investment Summary under the heading Service Revenue. Service Revenue is generally received by JHRPS or its affiliates quarterly in arrears and is calculated as a percentage of the average daily net assets invested in the relevant investment alternative and/or the number of accounts serviced. This Service Revenue indirect compensation is generally applied to offset JHRPS s fees for plan recordkeeping and administration. A significant portion of the Service Revenue may be paid to your plan s financial intermediary. As described in your Service Agreement, JHRPS may deposit all or a portion of the remaining Service Revenue into the plan trust for your use in the payment of other plan administrative or operating expenses or for allocation to participant accounts. TDAmeritrade Self-Directed Brokerage Account Administration Reimbursement If your Plan offers self-directed brokerage through TDAmeritrade, this information applies. To reimburse JHRPS for a portion of its expenses incurred on behalf of TDAmeritrade in connection with account establishment and transaction/data transmittal, TDAmeritrade will pay JHRPS 0.06% on program assets. Refer to your TDAmeritrade agreement for additional information. Use of Participant Information If authorized by you, JHRPS may share information concerning Plan participants with its affiliates for the purposes of informing those participants of other financial services and products that may be of interest to them. The value of this use of information is part of the compensation JHRPS receives for the services it provides. Co-Marketing Arrangements From time to time, JHRPS may enter into arrangements for marketing its investments, products and services together with third party organizations. Those arrangements may, by way of example (but not of limitation), be co-marketing efforts (where both JHRPS and the third party organization cosponsor an event, including a sharing of the cost) or where one or the other (or another party) sponsors an event and JHRPS and/or the third party organization pays part or all of the cost of the event. The expectation is that, in the context of the plans serviced by JHRPS, the amount reasonably allocable to any particular plan will be de minimis. 4
Gifts and Entertainment From time to time, employees of JHRPS may receive de minimis, non-monetary compensation in the ordinary course of business, such as gifts and entertainment from vendors with whom they may engage in business dealings on behalf of clients, including plans. Any such compensation will be subject to JHRPS s internal policies. Given the nature of JHRPS s business, JHRPS reasonably believes that such compensation received by JHRPS employees is received in the context of a general business relationship and should not be viewed as attributable or allocable to any specific client or specific transactions engaged in on behalf of their clients, including plans. INDIRECT COMPENSATION TO JOHN HANCOCK TRUST COMPANY LLC John Hancock Trust Company LLC (JHTC) shall retain, as compensation for trustee and/or custody services rendered to the Plan, the Trust/Custody Agreement s proportionate share of any interest earned on aggregate cash balances the Trustee/Custodian has on deposit with State Street Bank or any successor custodian with respect to (i) funds awaiting investment or (ii) funds pending distribution in accordance with the provisions of the Trust/Custody Agreement. Such interest retained by the Trustee/Custodian shall generally be at money market rates. Applicable money market rates can be obtained upon request from your account representative. JHTC does not receive any direct compensation for its services but, rather, as described in the Trust/Custody Agreement fee schedule, is paid an annual fee from amounts collected by JHRPS as compensation for recordkeeping/administrative services. 5
Fiduciary Services If your Plan utilizes the following services, JHRPS will act as a fiduciary to the Plan as it pertains to the respective service as noted below, as disclosed in the Service Agreement and/or any subsequent amendment: To the extent that JHRPS exercises discretion in approving participant loans or hardship withdrawals for defined contribution plans, and domestic relations order qualification requests for defined benefit or defined contribution plans on behalf of the Plan, it will function as a fiduciary to the Plan with respect to those services. If JHTC is the Trustee of the Plan, JHTC will function as a fiduciary to the Plan with respect to services performed by JHTC as a directed-trustee. To the extent adopted by the Plan, John Hancock Personal Financial Services LLC is a registered investment adviser and will function as a fiduciary in providing investment management services to participants through the OnTarget SM program, which is available for participant-directed defined contribution plans. John Hancock Personal Financial Services LLC receives a portion of the OnTarget SM Participant Account Fee collected by JHRPS. To the extent adopted by the Plan, Morningstar Associates, LLC will function as a fiduciary in providing investment advice through Portfolio Complete for defined benefit or defined contribution plans, or Morningstar Retirement Manager for participant-directed defined contribution plans. Note: JHRPS Sales Professionals, Relationship Managers, Investment Services Consultants, ERISA Consultants, Communications Consultants, and other employees are paid incentive compensation for bringing your retirement plan business to JHRPS and for retaining your business. They are paid a percentage of the net JHRPS revenue generated from the new business, as provided under your Service Agreement. Sales professionals, relationship managers, and consultants perform a sales function for JHRPS; they do not provide impartial investment advice, are not qualified to provide legal or tax advice, and do not act in a fiduciary capacity with respect to your plan. 6
Investment Disclosure JHRPS has provided you with information regarding your plan s designated investment alternatives in a variety of formats. In addition to investment fact sheets and the applicable fund prospectuses, insurance contracts, or similar offering disclosure materials that were provided to you initially and are continuously available through JHRPS s website, JHRPS has provided you with Quarterly Investment Summaries. Please refer to the investment fact sheets for a summary of fund expenses, performance, objectives, and risks. Refer to the applicable fund prospectuses, insurance contracts, or similar offering disclosure materials for detailed descriptions of fees, expenses, redemption charges, investment objectives, policies, risks, and more. Below is a list of information that is provided in the Quarterly Investment Summary with respect to each of your designated investment alternatives; Investment Expenses Service Revenue provided to JHRPS Investment Redemption Fees, if applicable. Please note, all front-end and back-end loads (investment sales charges) are waived for qualified retirement plans for all mutual fund products available on JHRPS s platform. 7
Compensation Services & Third Parties Morningstar Program Services and Compensation JHRPS makes several services provided by Morningstar Associates, LLC ( Morningstar ) available to our retirement plan clients and their participants. Advice services are available to all participant-directed defined contribution plan clients. The other services listed below are enhanced services that only apply to your Plan if you choose to offer the service in the Plan. If you do not know if your Plan uses any of the services below, please refer to your Service Agreement. We provide the following disclosures from Morningstar, in compliance with Section 408(b)(2): Portfolio Complete Through Portfolio Complete, Morningstar provides plan sponsors with the following services: Construction of a lineup of investment options for the plan Development of an Investment Policy Statement Ongoing investment monitoring reports A complete description of such services can be found in the Plan Sponsor Agreement at Section 3, Program Description. In providing the above services, Morningstar acts as an investment adviser as defined within the Investment Advisers Act of 1940 (as amended), and as a fiduciary within the meaning of Section 3(21) of ERISA. Morningstar receives an annual licensing fee of $900,000 from JHRPS to make the Portfolio Complete program available to plan sponsor clients. Unless otherwise disclosed in your Service Agreement, Morningstar also receives from JHRPS a fee in the amount of 4 basis points (0.04%) of total program assets between $2.25 billion and $3.25 billion. When total program assets exceed $3.25 billion, the asset-based fee decreases to 3.5 basis points (0.035%) of program assets. Morningstar does not receive any indirect compensation for the Portfolio Complete program, and does not charge a fee for the termination of services. OnTarget SM Morningstar receives an annual licensing fee from JHRPS in the amount of 7 bps on assets under management, with a minimum of $406,000 annually to make OnTarget SM and Morningstar Retirement Manager available to JHRPS and its Plan Sponsor clients. Plan sponsors and plan participants do not pay a fee to Morningstar for the use of these services. Morningstar does not receive any indirect compensation for the Managed by You service, and does not charge a fee for the termination of the service. Advice/InRetirement Morningstar offers advisory services to participants through Morningstar Retirement Manager, an application that provides non-discretionary advice for participants in accumulation phase ( Advice ) and for participants who are in retirement. ( InRetirement ). With Morningstar Retirement Manager, participants receive (1) an investment strategy based on the participant's personal and financial situation; and (2) selection of investment options appropriate for each participant's strategy from the investment options available in the plan, and participants are responsible for implementing Morningstar s recommendations. Morningstar does not provide ongoing monitoring of the participants accounts. Morningstar acts as an investment adviser as defined within the Investment Advisers Act of 1940 (as amended), and as a fiduciary within the meaning of Section 3(21) of ERISA. 8
New York Life Services and Compensation JHRPS makes the Anchor Account, a stable value group separate account annuity contract issued by New York Life Insurance Company ( New York Life ), available to our retirement plan clients. We provide the following disclosures from New York Life, in compliance with Section 408(b)(2): New York Life provides for benefit responsive participant-initiated withdrawals (subject to contractual limitations) at book value for plan participants through the group annuity contract (the Contract ). (See Payments to the Contract Holder, Transfer to other Funding Media, and Pension Benefits in the Contract). New York Life is the legal owner of the separate account and is an ERISA fiduciary with respect to the separate account. Its affiliate, New York Life Investment Management Company LLC ( NYLIM ) also is an ERISA fiduciary, and is the registered investment adviser that provides discretionary investment management services for the Plan assets held in the separate account. New York Life will receive a fee for the risk and administrative expenses it assumes in providing benefit responsive withdrawals at book value for Plan participants and their beneficiaries. The fee is a component of the expense charge. (See Expenses in the Contract). The expense charge for the Contract accrues daily and is withdrawn at the end of the month (or on the termination date, if earlier) from the separate account. New York Life will not receive any indirect compensation in connection with the services it provides under the Contract. Of the expense charge applied to the Contract, a portion will be paid by New York Life to NYLIM for managing the assets invested in the separate account. If the Contract Holder terminates the Contract, New York Life will pay in a single sum the Contract Holder s account balance as of the termination date projected for a two-year period at an interest rate equal to the effective annual rate applicable on such termination date, discounted back to the termination date at a rate equal to the greater of (i) the effective annual interest rate as of the Contract termination date and (ii) the yield quoted or estimated by a recognized independent public source of interest rates (as set forth in the Contract) as of the Friday preceding the termination date. (See Termination by the Contract Holder in the Contract). NOTE: JHRPS has not undertaken to provide Section 408(b)(2) disclosure for any covered service provider other than those listed above. Please contact other plan service providers directly. JHRPS administers financial compensation to financial intermediaries in accordance with your arrangement with them, if any. Please refer to your financial intermediary for full disclosure of their compensation and services in accordance with applicable law.fi MS071216305426 9