OurAdvisoryBusiness ADP Strategic Plan Services, LLC (“SPS,” “we,” “us,” “our”) is a Registered Investment Adviser headquartered in Roseland, New Jersey. SPS is registered through and regulated by the United States Securities and Exchange Commission (“SEC”). SPS was organized as a Delaware LLC on December 8, 2016. SPS is 100% owned by ADP Atlantic, LLC (“ADP Atlantic”) which in turn is 100% owned by Automatic Data Processing Inc., which is a publicly traded company whose common stock is listed on the NASDAQ Global Select Market. SPS provides investment advisory and management services primarily to retirement plans that receive recordkeeping and administrative services from ADP, Inc. (“ADP, Inc.”). ADP, Inc. is a comprehensive global provider of human capital management (HCM) solutions that unite HR, payroll, talent, time, tax and benefits administration, business outsourcing services, analytics, compliance expertise, and also investment advisory and management services through SPS.
Services SPS provides investment advisory and management services to retirement plan sponsors (“Plan Sponsors” or “Clients”) or other plan fiduciaries appointed by Plan Sponsors. SPS assists Clients in establishing and/or maintaining a consistent and ongoing documented process of prudent investment oversight and due diligence. We provide services to Clients that sponsor a retirement plan that is qualified under the Internal Revenue Code of 1986, as amended (the “IRC”), and/or that is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), e.g., 401(k) plans (collectively “plans”). Generally, services offered to Clients include benchmarking of underlying investment fund expense ratios, plan design strategies, investment analysis, investment fiduciary consulting and oversight, plan level investment advice and investment fund selection and fund performance monitoring services, and certain educational services. “Investment funds” as used herein include mutual funds and collective investment trusts (“CITs”). Our advisory and management services are limited to investment funds that are available on the ADP, Inc. retirement platform and there may be other funds or types of investments with comparable investment strategies and lower expense ratios that we do not select or recommend. SPS offers investment advisory and management services to Plan Sponsors who retain ADP, Inc. as their plan’s recordkeeper. ADP, Inc. offers plan administrative, recordkeeping and other participant account services that are purchased separately from the investment advisory and management services offered through SPS. SPS does not act as, and has not agreed to assume the duties of, a plan trustee or “Plan Administrator,” as defined under Section 3(16) of ERISA nor does SPS act as a trustee or custodian of Client assets as described by SEC Rule 206(4)- 2. SPS has no discretion to interpret any Client’s plan documents, to determine plan participant eligibility or participation under the plan, to provide participant disclosures or communications, to ensure contributions are timely received by the plan or to exercise any other action with respect to the management, administration or any other aspect of the plan. 3(21) Custom Service and 3(21) Auto Execute Service - (“Non-Discretionary 3(21) Fiduciary Services”): When a Client engages SPS to perform Non-Discretionary 3(21) Fiduciary Services, SPS acts as a co-fiduciary “investment adviser” that provides “investment advice” (as defined under Section 3(21) of ERISA). SPS offers the following advisory services: ADP Strategic Plan Services, LLC Form ADV Part 2A October 2023 Page 6 of 21 3(21) Custom Service: This investment advisory service is available to Clients with retirement plan assets generally above $10 million. SPS offers this direct co-fiduciary service, customized to the Client, including a custom investment policy statement and access to any funds available on the recordkeeper’s platform. (Please see the section Fees and Compensation for the fee schedule). 3(21) Auto-Execute Service: This investment advisory service is available to Clients with retirement plan assets of $3 million or more. For this service, SPS acts as a co-fiduciary when the Client has also contracted with Mesirow Financial Investment Management, Inc. (MFIM) to provide co-fiduciary services. SPS consults with the Client to build a plan investment lineup from funds on which MFIM provides fiduciary coverage. SPS also consults on MFIM’s recommendations, working with the Client on whether to accept those recommendations or select another covered fund in the MFIM program. If the Client does not select an investment alternative different from MFIM’s recommendation, the MFIM recommendation will go into effect (“automatic execution feature”). Under both the 3(21) Custom Service or the 3(21) Auto Execute Service, the Plan Sponsor or other plan fiduciary identified by the Plan Sponsor will retain final decision-making authority with respect to removing and/or replacing plan investment funds. SPS does not have any further responsibility to communicate instructions to any third-party, including the custodian, and/or third-party administrator. SPS generally communicates directly with ADP, Inc. regarding administrative and recordkeeping matters arising under an SPS investment advisory agreement (“Services Agreement”) with the Plan Sponsor, or more generally in connection with ADP, Inc.’s services to the plan. SPS provides advisory services pursuant to a final Investment Policy Statement (“IPS”) statement, if adopted, for each retirement Plan Sponsor. SPS may provide the Plan Sponsor with a sample IPS or may rely on a separate IPS developed and adopted by a Plan Sponsor. ADP, Inc. provides administrative and/or recordkeeping services to plans and communicates instructions to any third-party custodian and/or third-party administrator on behalf of SPS. ADP, Inc. is not a registered investment adviser. ADP, Inc. provides administrative services on behalf of SPS to facilitate SPS services. However, ADP, Inc. is not a party to any investment advisory agreement or investment management agreement between the Plan Sponsor and SPS and does not

provide any investment advisory or management services. SPS offers the following fiduciary advisory services: · Investment screening, · Fund “mapping” assistance (i.e., the selection of replacement funds to which existing plan balances may be transferred), · Recommending an investment lineup to a Client for use in the Client’s qualified retirement plan, · Assisting Clients with selecting a “qualified default investment alternative” as defined in Section 404(c)(5) of ERISA, · Cost management analysis, through benchmarking of underlying investment fund expense ratios and · Periodic plan review meetings – including review of Investment Fund Line-up SPS provides an electronic communication to any Plan Sponsor confirming its recommendations of either (1) maintaining the existing plan investment options, or (2) replacing one or more of the plan’s investment options with an alternative investment. The Client will receive a plan investment review document that provides them with quarterly evaluation. SPS provides to the Plan Sponsor the agreed upon services as set forth in the Services Agreement. In performing 3(21) Fiduciary Services, SPS is limited to recommending and advising upon the investment options available through the plan recordkeeper’s platform and does not have the authority or obligation to select any ADP Strategic Plan Services, LLC Form ADV Part 2A October 2023 Page 7 of 21 investment options that are not available through the platform. The Plan Sponsor is responsible for the selection of the recordkeeper and the recordkeeper’s platform. Discretionary3(38)FiduciaryServices When a Client engages SPS to perform 3(38) Fiduciary Services, SPS acts as an “investment manager” (as defined in Section 3(38) of ERISA) with respect to the performance of discretionary fiduciary investment services. SPS reviews the investment options available to the plan on the plan recordkeepers’ platform or through documents provided by the Plan Sponsor. Subsequent to this review, SPS notifies the plan’s recordkeeper and/or the Plan Sponsor as to SPS’s instructions to the recordkeeper to add, remove and/or replace investment options (from among those available to the plan on the plan recordkeepers’ platform) offered to plan participants and/or used for administrative purposes under the plan, according to the criteria set forth in the guideline selected by the Plan Sponsor. The Plan Sponsor retains all authority, responsibility, and decision-making for investment options not available on the plan recordkeeper’s platform (i.e., investment options such as employer stock, plan loans, self-directed brokerage accounts, frozen guaranteed investment contracts, and life insurance (“Covered Investments”). SPS provides an electronic communication to any Plan Sponsor confirming its recommendations of either (1) maintaining the existing plan investment options, or (2) replacing one or more of the plan’s investment options with an alternative investment. The Client will receive a plan investment review document that provides them with quarterly evaluation. SPS provides to the Plan Sponsor the agreed upon services as set forth in the Services Agreement. SPS retains final decision-making authority with respect to removing and/or replacing covered investments in the lineup. ParticipantGuidanceServices ADP, Inc. also may make available, or SPS may advise that Plan Sponsors obtain, advisory services for certain plan participants from an independent third-party registered investment advisory firm (“Participant Guidance Services”). The Participant Guidance Services are intended to provide a retirement strategy (based upon the plan participants’ personal data and information) and a recommended asset allocation for available asset classes within the plan. Each plan participant utilizing Participant Guidance Services selects the funds in which to invest his/her own account from among the investment options made available by the Plan Sponsor and the amount to invest in each fund. SPS performs due diligence, research, and monitoring of the funds available in the plan, pursuant to our contracted appointment as an investment fiduciary under our Non-Discretionary 3(21) Fiduciary Services or Discretionary 3(38) Fiduciary Services for plan participants using Participant Guidance Services. SPS’ investment services under Non-Discretionary 3(21) Fiduciary Services or Discretionary 3(38) Fiduciary Services to plan Clients, whether using Participant Guidance Services or not, do not involve SPS providing advice to any plan participant about individual investments in or among the investment funds available in a Client-sponsored plan. ClientCommunications Plan Sponsors who hire SPS for 3(21) Fiduciary Services receive periodic updates on the economic and financial markets applicable to Plan Sponsors. In addition, we review the plan's portfolio's investments at least annually and keep the Plan Sponsor apprised of regulatory developments that may affect them on a timely basis. We may also discuss new investment options, suggest alternatives to existing investments or provide portfolio review reports as we feel may be appropriate in each Client situation. Plan Sponsors who hire SPS for 3(38) Fiduciary Services receive quarterly reports setting forth the performance of the investment funds in their plan, as well as an evaluation of the investment funds in their plans based on the proprietary ADP Strategic Plan Services, LLC Form ADV Part 2A October 2023 Page 8 of 21 methodology of a sub-adviser or consultant as discussed further below under Item 8, “Methods of Analysis.” SPS makes available Client service representatives to answer inquiries and provides phone-based reviews as we feel may be appropriate in each Client situation. On a quarterly basis, all Plan Sponsors receive a communication that provides a market update and its outlook, information on topical subject matters related to investing, and a brief business update. AssetsunderManagement With respect to those Clients for which we may be deemed to provide continuous and regular supervisory management services, SPS's regulatory assets under management as of September 30, 2023 was 13,032,552,656.43.