Retirement Plan Proposal: Baldwin TWP

Robert J. Langan

C(k)P, CLTC, AIF®, CFBS Langan Financial Group 5001 Louise Drive, Ste. 300 Mechanicsburg, PA 17055 Phone: 717-760-5312 Cell : 717-319-1477 Fax: 866-386-5312

Baldwin TWP

Presented By:

What is in this Proposal?

Topic Page Number

Brinker capital retirement plan services

erisa 3(38) Fiduciary support

Working with a Financial professional

recordkeeping & tpa services (pcs)

estimated cost summary and schedule of costs

Brinker Capital is a leading investment management firm headquartered in Berwyn, Pennsylvania, a

suburb of philadelphia. the company was founded by charles Widger in 1987 based on the belief that

individuals have diverse investment goals and that everyone should have access to the same

invest-ment services that are available to large institutions, foundations, and endowinvest-ments.

Brinker capital manages $15.3 billion* in assets across a wide variety of investment programs. Our

relationships with outside independent asset managers allow us to deliver our investment expertise

and perspective through risk-based actively managed portfolios that combine up to six distinct asset

classes providing broad diversification and reduced correlation to the markets.

*as of 9/30/13

3 - 5

6

7 - 8

9 -14

15 - 16

The Brinker Capital approach to retirement

planning balances constant innovation and

steady investment principles, with a keen eye

on the minute-to-minute details and a clear

focus on the long term.

In short, thinking

about tomorrow every day.

six reasons to choose Brinker capital

experience. We have offered risk-based models for over 17 years.

innovation. We were among the first to offer lower-cost etF-based models for retirement plans.

confidence. We accept fiduciary

responsibility for all investments, and we’re a certified erisa 3(38) investment manager.

transparency. We offer full fee disclosure.

Focus. Our research-driven questionnaire determines each plan participants’ risk tolerance.

service. every aspect of our process is entirely client-centered.

Your Plan, Your Choice

the foundation for every Brinker capital plan is built around the belief that independent and completely

objective analysis with broad diversification in model portfolios provides the best opportunity for plan

participants to reach their investment goals. We also understand that participants may also wish to

choose specific funds or investments to complement a particular strategy. Brinker Capital offers a

platform that can accomplish all of this while providing fiduciary coverage for all investments that we

manage.

• individual investment Options – We provide a large list of mutual funds, actively managed and

indexed, and exchange-traded funds to complement our managed accounts.

• managed accounts – Professionally managed portfolios designed to meet specific objectives

based on risk and return characteristics with broad diversification and invested in up to six

different asset classes.

• self-Directed Brokerage – provides a plan the option of adding directed brokerage for

discretionary investing subject to the custodian’s requirements.

a typical Brinker retirement program will offer our managed account platform and usually 10-20

additional individual investment options.

*Determined by custodian used

T.D Ameritrade* Fidelity*

Domestic Large Cap Domestic Mid Cap Domestic Small Cap International Equities Emerging Markets Fixed Income Balanced/Global Domestic All Cap Alternatives

DomesticLaargeCap T D Ameritrrade*

Individual

Investment

Options

Index Funds

Exchange Traded Funds Actively Managed Funds

Self

Directed

Brokerage

Defensive Conservative Moderately Conservative Moderate Moderately Aggressive Aggressive Aggressive Equity Conservative Government Focused

Managed

Accounts

35% DOmestic equity

16% internatiOnal

37% FixeD incOme

5% aBsOlute return

7% real assets

Diversification and asset allocation doesn’t need to be complicated.

In fact, we’ve proven that it can be logical, intuitive, and

constructive. It starts with establishing a broad base and building

from there.

The Foundation: Six Asset Classes

traditional models • Conservative • Moderately Conservative • Moderate • Moderately Aggressive • Aggressive Equity • Aggressive specialized strategies • Defensive • Conservative Government Focused • Balanced Income

The Asset Allocation chart shown reflects Brinker Capital, Inc.’s target asset allocation as of December 31, 2012. Target weightings are subject to change at any time. actual allocations will change over time.

Work with an ERISA 3(38) Fiduciary

It’s a sobering thought: You are a fiduciary. You are personally liable for

the decisions you make for your company’s retirement plan. But you

can delegate much of the fiduciary responsibility to us.

ERISA 3(38) Services

• Act as an independent investment advisor under ERISA Section 3(38) and specifically accept fiduciary status and discretion for the Plan in writing. Under this delegation, the Plan Sponsor is not under any obligation to invest or manage any assets of the plan that the erisa 3(38) investment manager is responsible for investing. this ef-fectuates an ERISA “safe harbor,” which limits the fiduciary responsibility of the Plan Sponsor where a qualified “investment manager” is appointed.

• select a broad range of investment options consistent with erisa section 404(c) and the regulations thereunder. • Construct, maintain and monitor model portfolios for Plan Participants.

• Develop or assist with the development of an investment policy statement (ips) for the plan.

• Exercise full investment discretion with regard to buying, managing and selling assets held in Models.

• Monitor investment options by preparing periodic investment reports that document investment performance, consistency of fund management and conformance to the guidelines set forth in the ips and maintain or remove and replace investment options.

• meet with plan sponsor and/or investment committee on a periodic basis to discuss the reports and the invest-ment recommendations.

Brinker capital retirement plan services is fully compliant with the employee retirement income security act of 1974 (ERISA), and we assume fiduciary responsibility as an erisa 3(38) investment manager. We put it in writing, too. this allows you to focus on the needs of your employees, making good on the trust they

place in you every day and providing the best tools for their retirement. Once we assume a significant amount of fiduciary responsibility, we can help you better understand the underlying principles of our investment methodology and keep you on top—and ahead of—industry changes.

Ongoing Support From Your

Financial Professional

Advisory Services May Include, But Are Not Limited to the Following:

Plan Establishment Services

• Establish and maintain a relationship with the Plan Sponsor, including assisting the Plan Sponsor, in completing and executing all necessary documentation in order to support the Plan’s implementation.

• If deemed necessary, participate in Plan design conference calls with Plan Sponsor.

Enrollment Support Services

• Conducting enrollment meetings explaining the benefits of plan participation, investment objectives of plan invest-ment option, general financial and investinvest-ment information, asset allocation portfolios of hypothetical individuals with different time horizons and risk profiles.

• assisting plan participants in assessing the impact of different allocations on retirement income and the other forms necessary for plan participation.

Plan Management Services

• review and explain 408(b)(2) disclosures to the plan sponsor.

• Assist with account applications, delivery of plan documents and the collection of census information. • Distribute prospectuses, proxy materials, reports and other investment information to the participants. • Explain to participants matters relating to the Plan’s investment procedures.

• provide investment education to participants.

• assist participants with a risk tolerance questionnaire.

• meet with the plan sponsor on a periodic basis to discuss the performance of the selected investments.

• Deliver to the plan sponsor an annual review of the plan and provide recommendations to the plan sponsor with respect to the annual review.

Fully Bundled or Unbundled Solutions

When we help you design a retirement plan, we work hard to make

it as effortless as possible—for both you and your employees.

It’s easier to set your sights on

retirement when Brinker Capital is

focused on you.

With our strategic service and support partnerships, you’ll have access to powerful educational and administrative tools.

in addition to customized enrollment and educational materials, plan participants have online access to their personalized dashboard, where they can make election changes and fund transfers, and view account balances with detailed investment

views, fund performance, and transaction history.

Because efficiencies are built into every step, Brinker Capital ensures that you have everything you need to reduce complexities, save time, and keep everyone focused on the one thing that matters: a sound and effortless retirement.

About Professional Capital Services

PCS was founded by the tax and ERISA attorneys at Dilworth Paxson LLP, a Philadelphia-based law firm founded in 1933, to provide sophisticated retirement programs for the corporate, professional and governmental markets. PCS specializes in creating customized 401(k) plans, both ERISA and non-ERISA 403(b) plans, 457(b) and (f) plans, profit sharing arrangements and executive-level non-qualified deferred compensation programs.

Our Mission:

• create a complete and sophisticated retirement solution • Offer an open menu of investments

• support independent investment fiduciaries with no funds to push or hidden agenda

• Fully disclose all fees and offset all mutual fund reimbursements

• Deliver excellent customer service

Our History:

Recordkeeping Services

I DON’T KNOW IF YOU KNOW THIS

BUT I’M KIND OF A BIG DEAL.

2002 2008

2001

PCS is founded by the tax & ERISA attorneys at Dilworth Paxson, LLP.

2003

PCS is designated as one of three recordkeepers recom-mended by TD Waterhouse Institutional Services.

2004

PCS is designated as a 1 of 4 recordkeepers to become part of Ameritrade’s TPA network.

2005

PCS is selected as the exclusive pro-vider of 401(k) recordkeeping services

for the nation’s largest independent investment management firm.

2009 2006

PCS launches ManagedPlan, a program offering direct access to comprehensive, managed accounts maintained by

inde-pendent investment managers.

2007

Based on the results of a survey published by Plan Sponsor Magazine, from 2005

to 2006 PCS is one of the 5 fastest growing daily-valuation

401(k) recordekeepers in the United States.

2010

PCS installs record number of re-tirement plans. PCS assets under

administration reach $1.5 billion.

2011

PCS ranks among the 100 fastest-growing, privately-held businesses in Philadelphia, 5 years in a row by

the Philadelphia 100. 2

2012

PCS ranks on the Inc. 5000 as one of the 100 fastest growing private companies in the U.S. for the 5th

straight year!1 PCS installs 1,000th Plan, sur-passing $2 Billion in assets under administration. PROFESSIONAL CAPITAL SERVICES

PCS TIMELINE

PCS creates solution to offer ETFs in Retire-ment Plans; installs first

plan utilizing this fea-ture in Jan. 2008

2013

PCS receives CEFEX recognition: joins an elite group of firms in the United States by successfully com-pleting the independent certifica-tion process for service providers.

PCS provides you with everything you need to make

your plan a success.

State-of-the-Art Technology

• Daily valuation and maintenance of participant level accounts • Daily processing and reconciliation of account activity

• Calculation of minimum required distributions

• real-time vesting service computation

Excellent Customer Service

• Quality driven, hands-on support

• Dedicated installation specialists

• single point of contact (client relationship manager)

Streamlined Payroll Process

• simple 3 step online payroll process

• automatic validation of census and payroll data for accuracy

• easily enroll new participants at the plan sponsor and participant levels • capable of integrating with major payroll vendors

Comprehensive Workflow

• system integration from the point of installation

• eNotifications and automatic reminders designed to reduce administrative burden

Effective Participant Education

• Simplified and streamlined paperless enrollment process

• Online video enrollment, Participant Education Series, and dynamic tolerance questionnaire • Online investor education calculators, Retire on Time™ gap analysis tool, and resources • multilingual participant service representatives

Recordkeeping Services

SSAE 16, CEFEX, & Roland|Criss Certified

Statement on Standards for Attestation Engagements (SSAE) No. 16, Reporting on Controls at a Service Organization, was finalized by the Auditing Standards Board of the American Institute of Certified Public Accountants (AICPA) in January 2010. SSAE 16 effectively replaces sas 70 as the authoritative guidance for reporting on service organizations. additional information on SSAE 16 and Service Organization Control reports can be viewed at the AICPA’s web page, http://www.aicpa.org/soc.

CEFEX recognition for adherence to the ASPPA Standard of Practice is awarded through an independent certification process. the annual process involves a detailed assessment of operational data and procedures followed by on-site interviews with key personnel. PCS is registered at http://www.cefex.org/registeredCompanies.aspx where its certificate can be viewed. The company is one of only 38 US firms currently qualified for this recognition in Recordkeeping and Plan

administration.

Roland|Criss, a leading global fiduciary management firm, has awarded PCS with their highest service provider ranking of “AAA” for superior quality management system and strongest Fiduciary support safety!

ERIS A SERVICE PROVID ER Ro_land|Criss SPP Rating AAA - Superior

Our advanced websites help keep your plan

on track and reduce your workload.

What good is sophisticated technology if it doesn’t save you time and money?

Our websites are designed to be both straightforward and easy to use.

Participant Website

• streamlined online video enrollment

• Online loan modeling and paperless loan processing • Online distributions

• Balance inquiry, trading by fund or by all sources, daily performance reporting • Easy export capabilities via Microsoft Excel, Adobe PDF, or Microsoft Word

• plan-level investment reporting of account balances by investment fund and by source • payroll processing & online enrollment

• access to view participant-level investment detail and transaction history • Plan-level transaction history by date range, by fund and by transaction type • Online and on-demand availability of plan-level reports

Plan Sponsor Website

Making it look easy.

We’ve integrated with Quicken, Mint.com, and other online personal finance tools so participants can easily aggregate their account activity with transactions from other financial institutions.

Mint and Quicken are registered trademarks of Intuit, Inc.

Enrollment Support and Fiduciary Notification

PCS offers you complete enrollment support and delivers the

fiduciary notifications to assist you in complying with disclosure

requirements.

ENHANCED DISCLOSURE SERVICES AND REPORTS:

PREPARATION OF REQUIRED IRS AND DOL PARTICIPANT NOTICES

• Initial and annual participant disclosure (complies with the ERISA Section 404(a)disclosure requirements) • Qualified Default Investment Alternative (QDIA) Notice

• Required Minimum Distribution (RMD) Notice

• Corrective distribution notices (including refunds for ADP testing failures, ACP testing failures, 402(g) excess contributions, 457(e) excess contributions and 415 excess contributions)

ELIGIBILITY TRACKING

Ongoing eligibility tracking and notification to ensure timely delivery of required.

Interactive Tools Designed to Focus Participants on Retirement Readiness:

PLAN FIDUCIARY ALL-IN-ONE FEE REPORT

A consolidated report designed to assist you in meeting your fiduciary responsibility detailing the all of the services provided and the compensation paid from the Plan’s trust in one easy to read report!

“EVERGREEN” ENROLLMENT GUIDE

Our “Evergreen” Enrollment Guide is an extensive, “how-to” reference for plan enrollment, the benefits of participating, detailed information on available investment options and ERISA-required participant notifications, such as the Annual Participant Notice and QDIA notice (as applicable).

THE ENROLLMENT OVERVIEW (CONDENSED VERSION) – a “short form” version of the

Enrollment Guide, conveniently designed to be both print and email friendly. Foregoing individual investment fact sheets and minimizing graphics helps reduce the overall file size for email purposes.

PCS SMARTPLAN

Video-guided enrollment wizard designed to educate, entertain and engage employees. Video hosts discuss plan features and the benefits of participation, and then guide users through an interactive process that helps them discover their individual retirement needs and risk profile, as well as choose plan investments and contribution amounts.

RETIREONTIME™ RETIREMENT READINESS TOOL

RetireOnTime™ is integrated with the recordkeeping platform and also allows employees to add information about retirement assets outside your plan, resulting in a complete assessment of an participant’s chances of reaching retirement goals. RetireOnTime™ will then provide participants a report of their results and recommendations, which may include adjusting levels of contribution to improve their retirement projections.

Retire nTimeTM

SmartPlan

Administrative Services

Founded by ERISA Lawyers.

Focused on Expert Compliance.

appropriate plan design is critical to the effective implementation and ongoing operation of a retirement plan. Without proper plan design and the strong foundation provided by qualified plan consultants, a plan could easily become a liability to a company rather than a benefit to its employees. Our expert pension consultants and on-staff ERISA attorneys examine your company’s attributes and objectives to establish an attractive plan design that meets the unique needs of your company.

• Compliance Testing - ADP/ACP, Maximum Deferral Test, Maximum Annual Addition Test

• Top-Heavy Test, Minimum Coverage Test

• signature-ready Form 5500 (annual reports)

• preparation of summary annual reports

• irs tax reporting (Form 1099r)

• plan level truest accounting

• QDRO Qualifications and Approvals

• in-house erisa consulting Department with On-staff erisa attorneys

• age 70

1/2

_{Determinations}

What Happens Next?

With PCS, transitioning your plan is easy.

LAUNCH

• Receipt of sign-up paperwork in good order • Welcome call with Plan Sponsor and Advisor

BLUEPRINT

• Call to discuss plan design, deconversion time line, specifications, & requirements • Distribution of blackout notices and restricted account access to participants

EDUCATE

• Enrollment meetings held

TRAIN

• Payroll training held with first payroll and ACH submission completed • Signed documents returned to PCS

• Introduction to Plan Sponsor website

• Overview of transactional processing – loans, distributions, etc.

PROCESS

• Initial payroll is uploaded

INVEST

• Plan assets are invested

CONFIRM

• 15 step quality control process and review

LIVE

• Plan goes live and participants are notified

• Seamless transition to Client Relationship Manager

* Please note, your plans conversion time line is subject to the receipt of all signed documentation in good order. collaboration with prior plan providers and custodians may extend the expected transition time line of your plan.

Below is our standard plan conversion timeline. most plans take approximately 60 days to convert once the original signed plan documentation is received. While some plans may take less time, and others more*, we work persistently to ensure that every plan is moved swiftly and securely.

cHecK WHen cOmpleteD

Your Estimated Summary of Costs

Plan Assets on Recordkeeping Platform Participants with a Balance

$350,000 3

SETUP AND IMPLEMENTATION (ONE-TIME) Installation Fee

Plan Design Consultation & Document Preparation

$350 $650

ANNUAL RECORDKEEPING, ADMINISTRATION & CUSTODIAL SERVICES

TOTAL ANNUAL RECURRING COSTS (Estimated): $6,793

Total Plan Assets $350,000

Third Party Administration (PCS)

Custodial (TD Ameritrade Trust Company)

Plan Specifications

Total Setup: $1,000

$1,000

$605 Based on the expenses detailed on the next page, and the specifications of your plan, below is an estimated

summary of the costs for your plan in the first year of management.

¹All costs are good faith estimates of service provider costs taking into account prevailing market rates and are intended to comply with the Department of Labor regulations under ERISA Section 408(b)(2). ("408(b)(2) Regulations"). Unless otherwise elected, plan costs are deducted quarterly.

²The Estimated Mutual Fund Offset is a good faith estimate of the anticipated mutual fund offset revenue that will be applied towards your costs and is intended to comply with 408(b) (2) Regulations.

Recordkeeping (PCS) $1,928

Average Participant Balance $116,667

Estimated Costs

Total RK, Admin & Custodial: $3,454 *

¹

*This result will change according to the Schedule of Costs as Plan Assets are added. Investment Manager (Brinker Capital, Inc. )

Financial Advisor (MML Investors Services)

Total Annual Investment Related: $3,339 $1,225 $1,225

Average Investment Expense $889

ANNUAL INVESTMENT RELATED SERVICES

0.35 % 0.35 % 0.25 % * * *

0.03 % SETUP AND IMPLEMENTATION (ONE-TIME)

Financial Advisor (MML Investors Services) 0.35 %

Non-Safe Harbor Safe Harbor $2,000 $1,500 or | ANNUAL ADMINISTRATION

Third Party Administration (PCS)

Includes preparation of signature-ready IRS Form 5500, all applicable non-discrimination testing and annual plan limit monitoring. ADVISORY SERVICES

ANNUAL RECORDKEEPING

ANNUAL CUSTODIAL AND TRUST SERVICES

Installation $350

Plan Design Consultation & Document Preparation $650

Investment Management (Brinker Capital, Inc. )

Asset Based¹ (TD Ameritrade)

Signature Date

0.35 %

Schedule of Costs

Base Recordkeeping (PCS) $1,200

If ETFs are used, the annual cost will include an additional 0.02% subject to $500 minimum.

¹For additional custodial access costs, please refer to Exhibit A of the Service Agreement and Establishment Form. Agreed and Accepted By:

Name

Tiered Schedule (PCS) Annual Per

Part. Cost* Asset-Based Cost Average Account Balance $36 $24 WAIVED WAIVED WAIVED 0.17 % 0.15 % 0.12 % 0.09 % 0.06 % First $25,000 Next $25,000 Next $25,000 Next $25,000 Above $100,000 +

While the plan has 10 or fewer participants, PCS will discount the annual administration fee by $500. Once the plan has greater than 10 participants, PCS’ standard fee schedule will be charged.

Enrollment Support & Fiduciary Notifications (PCS) $300