A. The Registrant is a Corporation formed on October 27, 2003 in the state of Michigan.
The Registrant became registered as an investment adviser firm in August 2013. The
Registrant is owned by Michael Kozemchak. Mr. Kozemchak is also the Registrant’s
Principal.
B.
CONSULTING SERVICES
The Registrant offers fiduciary and non-fiduciary consulting services, on a non-
discretionary fee basis, to defined contribution, defined benefit and non-qualified plans.
All qualified plan client accounts are regulated under the Employee Retirement Income
Securities Act (“ERISA”). The Registrant will generally provide non-discretionary,
fiduciary and non-fiduciary advisory services to the sponsors of the defined contribution,
defined benefits plan and nonqualified deferred compensation, the parties whom have
ultimate authority to direct the investing and reinvesting of plan assets as they deem
appropriate, considering each plan’s stated objective, liquidity needs, and stated policies
and guidelines. The Registrant employs an initial and ongoing screening process based
upon various quantitative and qualitative factors, including performance and costs.
Registrant will provide services only to the extent it receives necessary and timely
cooperation from Company, including but not limited to meetings, telephone calls,
production of documents, coordination of services and Company decision making
assistance. Adviser agrees to make available the following services (collectively,
“Services”) to Company, the Plan and the Plan participants during the term of the
engagement.
Defined Contribution Plan and Defined Benefit Plan Fiduciary Services: The Registrant
may be engaged to provide non-discretionary 3(21)(a)(ii) investment advice to clients
regarding asset classes and investment alternatives available to the client in accordance
with its investment policies and objectives and to the extent written policies and
objectives have been brought to the attention of Registrant. When the Registrant is
engaged in this capacity, the client shall have final decision-making authority regarding
the selection, retention, removal and addition of investment options. The Registrant’s
services shall also include the following:
i. Assistance in selecting investment options consistent with ERISA section 404(c)
ii. Assistance in the development of an investment policy statement
iii. Periodic investment reports to aid in monitoring investment options
iv. Periodic meetings with the client to discuss reports
v. Assisting with the selection of qualified default investment alternatives
vi. Analysis of client’s service provider reports
vii. Assist with review and due diligence relating to manager/fund selections Assist
with review of Stable Value funds and nonregistered investment options (if
applicable). Company shall have the final decision-making authority regarding
the selection, retention, removal and addition of stable value or money market
investment options.
viii. Meetings with custodian and/or record-keeper on matters pertaining to the Plans
investments
ix. Participate in periodic Committee meetings (or as often as the Committee deems
necessary).
x. Participate in additional sub-committee meetings as requested with members and
outside advisors.
xi. Assist with investment fund mapping and analytical support as requested.
Client acknowledges that Adviser has no responsibility to provide any services related to
the following types of assets: employer securities; ESOP Plans, real estate (except for
real estate funds and publicly traded REITs); voting proxies, stock brokerage accounts or
mutual fund windows; participant loans; non-publicly traded partnership interests; other
non-publicly traded securities or property (other than collective trusts and similar
vehicles); or other hard-to-value or illiquid securities or property (collectively, “Excluded
Assets”). The Excluded Assets shall be disregarded in determining the fees payable to
Adviser under this Agreement, and the fees shall be calculated only on the remaining
assets (the “Included Assets”).
Defined Contribution, Defined Benefit Plan Non-Fiduciary Services: The Registrant may
be engaged to provide non-discretionary non-fiduciary services. When the Registrant is
engaged in this capacity, the client shall have final decision-making authority regarding
the selection, retention, removal, modification and/or addition of any and all advisor non-
fiduciary recommendations. The Registrant’s services shall also include the following:
i. Monitoring and Supporting Governances
ii. Plan Administration/Vendor Management
iii. Support of the Participant Communication and Education Program
iv. Provider Benchmark Studies and Searches
v. Implementation/Conversion
Support
vi. Analysis of client’s service provider reports
Nonqualified Deferred Compensation Plan Non-Fiduciary Services: The Registrant may
be engaged to provide non-discretionary non-fiduciary services. When the Registrant is
engaged in this capacity, the client shall have final decision-making authority regarding
the selection, retention, removal, modification and/or addition of any and all advisor non-
fiduciary recommendations. The Registrant’s services shall also include the following:
i. Assistance in selecting investment options consistent with objectives
ii. Assistance in the development of an investment policy statement
iii. Periodic investment reports to aid in monitoring investment options
iv. Periodic meetings with the client to discuss reports
v. Assisting with the selection of default investment alternatives
vi. Analysis of client’s service provider reports
vii. Meetings with custodian and/or record-keeper on matters pertaining to the Plans
investments
viii. Participate in periodic Committee meetings (or as often as the Committee deems
necessary).
ix. Participate in additional sub-committee meetings as requested with members and
outside advisors.
x. Assist with investment fund mapping and analytical support as requested.
xi. Monitoring and Supporting Governances
xii. Plan Administration/Vendor Management
xiii. Support of the Participant Communication and Education Program
xiv. Provider Benchmark Studies and Searches
xv. Implementation/Conversion Support
xvi. Analysis of client’s service provider reports
MISCELLANEOUS
Non-Investment Consulting/Implementation Services. To the extent requested by the
client, the Registrant may provide consulting services regarding non-investment related
matters. Neither the Registrant, nor any of its representatives, serves as an attorney or
accountant and no portion of the Registrant’s services should be construed as same. To
the extent requested by a client, the Registrant may recommend the services of other
professionals for certain non-investment implementation purposes (i.e., attorneys,
accountants, insurance, etc.). The client is under no obligation to engage the services of
any such recommended professional. The client retains absolute discretion over all such
implementation decisions and is free to accept or reject any recommendation from the
Registrant.
If the client engages any recommended unaffiliated professional, and a dispute arises
thereafter relative to such engagement, the client agrees to seek recourse exclusively from
and against the engaged professional. At all times, the engaged licensed professional[s]
(i.e., attorney, accountant, insurance agent, etc.), and not the Registrant, shall be
responsible for the quality and competency of the services provided.
In limited circumstances, the Registrant may accept an engagement in which the
Registrant is engaged in an ERISA Section 3(38) capacity. In such instances, the
Registrant shall generally have the authority to transact within the Plan on a discretionary
basis.
It remains the client’s responsibility to promptly notify the Registrant if there is ever any
change in its financial situation or investment objectives for the purpose of reviewing,
evaluating or revising Registrant’s previous recommendations and/or services.
Pension/Plan Consulting offered through Institutional Investment Consulting, a
Registered Investment Advisor, not affiliated with LPL Financial.
Client Obligations. In performing its services, Registrant shall not be required to verify
any information received from the client or from the client’s other professionals and is
expressly authorized to rely thereon. Moreover, each client is advised that it remains its
responsibility to promptly notify the Registrant if there is ever any change in its financial
situation or investment objectives for the purpose of reviewing, evaluating or revising
Registrant’s previous recommendations and/or services.
Disclosure Statement. A copy of the Registrant’s written Brochure as set forth on Part
2A of Form ADV shall be provided to each client prior to, or contemporaneously with,
the execution of the Plan Advisory and Consulting Agreement.
C. The Registrant shall provide advisory services specific to needs of each client. Prior to
providing investment services, an investment adviser representative will discuss with
each client, its particular investment objective(s). Clients may, at any time, impose
restrictions, in writing, on the Registrant’s services.
D. The Registrant does not participate in a wrap fee program.
E. As of December 31, 2023, the Registrant had approximately $20,000,000,000 in retainer
client assets under advisement.