The URL can be used to link to this page

CC - Item 7A - Selection of Third-Party Administrator To Provide Deferred Compensation ProgramROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: BEN KIM, CITY MANAGER 5J DATE: JUNE 11, 2024 SUBJECT: SELECTION OF THIRD -PARTY ADMINISTRATOR TO PROVIDE DEFERRED COMPENSATION PROGRAM SERVICES SUMMARY A competitive bid process was conducted to find a Third -Party Administrator (TPA) for defined contribution plan recordkeeping and administration services. The City received five (5) qualified companies' that submitted proposals. Through an analysis of the proposals, a firm has been selected for recommendation to the City Council. BACKGROUND The City Council established a deferred compensation plan with International City Management Association Retirement Corporation, which is now MissionSquare, on November 27, 1979 to provide deferred compensation program services. Deferred compensation program services include the operation of employee retirement plans, including, but not limited to communications concerning investment alternatives, account maintenance, account recordkeeping, investment and tax reporting, transaction processing, benefit disbursement, and asset management. The City Council deliberated on extending the contract with MissionSquare on January 9, 2024. Staff were given instructions to issue an RFP for the services. The RFP was executed by SageView Consulting, which was contracted by the City. DISCUSSION An RFP for Retirement Plan Services was released on February 28, 2024, via P1anetBids and Catapult. The Catapult system is an online RFP tool utilized by the City's consultant SageView. On March 22, 2024, the City received five (5) proposals. Staff reviewed each proposal for completeness, understanding of the scope of work, experience, and cost. Four of the qualified firms were invited to interview. The interview panel consisted of Bryan Chua, Finance Director, Richard Rojas, Assistant City Manager, Javier Obando, Consultant from SageView, and James McCrary, Consultant from SageView. The panel considered factors such as the firm's technical support, size and structure, anticipated support requirements of City's staff, overall experience of firm, team's experience, number of clients the firms relationship manager supported, participant AGENDA ITEM 7.A City Council Meeting June 11, 2024 Page 2 of 4 engagement and education, and a website demonstration. As a result of this process, staff selected both Voya and Empower to proceed to a finals round. Both firms represented the best combination of qualifications, experience, credentials, website capabilities, and overall City compatibility. In the finals round, both Voya and Empower were to provide staff with access to their website. A user test group was formed which comprised of 7 employees to evaluate website design, ease of navigation, dashboard functionality, investment tools, educational resources, and to provide feedback on overall user experience. The user test group unanimously selected Voya as the clear winner of all categories offering a user-friendly design which focuses on providing comprehensive financial planning tools and resources with ease of navigation and access. The Voya website also allows users to easily change investments and request loans. Pursuant to the City's purchasing policy, professional services providers should not be selected by bid price alone, and they were not. However, for comparison purposes the following illustrates prices bid by the various firms over the agreement terms: MissionSquare Voya CoreBridge Empower A) 0.17% A) 0.13% A) 0.12% 0.095% B) 0.25%w/Managed B) 0.07%w/ Custom B) 0.11% Accounts* Portfolios w/Managed Accounts* No contract term 5 years 5 years 5 years w/5 -year price guarantee Plus Fund VOYA Fixed VALIC Fixed Empower �. . Guaranteed Option 3.01% A) 2% 2.45% 4.00% B) 3.75% 12 months A) 5 year spread 12 months 90 -day book value B) 12 months *Managed investments accounts are accounts that are actively managed by a certified financial planner. There are a variety of options available as described above. Staff is recommending Voya, plan "B", at a price of 0.25% or 25 basis points, which offers managed investment accounts, as well as a fixed interest investment option (also known as a stable value) which is currently at 3.75% with a guaranteed minimum interest rate of 1.00%. Please note that the 3.75% is a variable rate that may be adjusted quarterly. The Voya plan `B" option also allows the City greater flexibility, if the City were ever to leave the TPA, with only a 12 -month liquidity hold on funds held in the stable value fund. City Council Meeting June 11, 2024 Page 3 of 4 Staff recommends Voya based on their qualifications, experience, anticipated customer service levels, and overall website design and functionality. However, staff has requested Voya to reduce their overall price. Voya has agreed to decrease the cost from 25 basis points by 2 basis points, or a reduction of 8.7%. The new total cost will be 23 basis points, or 0.23% of the value of the plan assets. It should also be noted that the current cost of MissionSquare for TPA retirement services amounts to 0.80% or 80 basis points. Based on plan asset value in the amount of $9,071,624 as of 113 1/2023, the current cost of MissionSquare amounts to $72,573. The cost of the Voya plan "B" option based on a plan asset value as of 12/31/2023 amounts to $21,772. By selecting Voya, the savings to plan participants will amount to 0.57% or a 57 basis point reduction, which would equate to an overall percentage reduction in cost amounting to 71.25%. The overall annual cost savings of the Voya plan `B" option amounts to $51,801 ($72,573 for MissionSquare less $20,772 for Voya) providing a significant cost savings to plan participants. STAFF RECOMMENDATION Sta :s recommending that the City Council discuss and authorize the City Manager to enter into a five (5) year agreement with Voya for retirement plan services. FISCAL IMPACT There is no fiscal impact to the City as the cost of the TPA retirement plan services are paid by plan participants. STPUTEGIC PLAN IMPACT The strategic plan impact would fall under the category of employee retention. ENVIRONMENTAL REVIEW This item is not defined as a project under the California Environmental Quality Act (CEQA); therefore, the proposed plan is not subject to CEQA. PLO -111C NOTICE PROCESS This item has been noticed through the regular agenda notification process. City Council Meeting June 11, 2024 Page 4 of 4 Prepared by: Bryan Chua Director of Finance Attachment A: RFP No. 2024-11 Attachment B: Voya Updated Proposal Attachment C: Sample Voya Retirement Plan Services Agreement Attachment A Request for Proposal 2024-11 CITY OF ROSEMEAD REQUEST FOR PROPOSAL Defined Contribution Plan Recordkeeping/Administration Services March 22, 2024 PROJECT OVERVIEW The Plan Sponsor is performing a fiduciary review of their retirement program and has engaged SageView Advisory Group to issue this Request for Proposal on their behalf. The Plan Sponsor will be analyzing and evaluating the retirement plan provider marketplace with the goal of identifying the record keeper that provides the best administrative solutions, and more importantlythe most value to its retirement plan participants. This may be accomplished by retaining the incumbent recordkeeper or selecting a new recordkeeper. PROJECT CONTACT Christina Pao cpao@sageviewadvisory.com Manuel Robles mrobles@sageviewadvisoiy.com ADVISOR INFORMATION Javier Obando/ Jamie McCrary Newport Beach, CA PROJECT QUESTIONS/ QUESTIONNAIRE/ PROPOSAL SUBMISSION This project has been issued through the online RFP tool utilized by SageView, Catapult HQ, Inc. If you have questions related to the Catapult system, visit https://catapultha.com/ and click on the orange bubble in the very bottom left-hand corner of your screen. If you would like to participate in this opportunity and your firm is not currently set up with Catapult, please click on the Catapult link above and contact one of Catapult's team members to get set up on their system. Questions related to this project are required to be submitted in writing to the project contact(s); do not contact the advisor. In addition, contacting the Plan Sponsor directly regarding this specific proiect (including if your firm is an incumbent administrator) may disoualify you from the oroiect process. Responses to the questionnaire and supplemental exhibits must also be submitted in the Catapult RFP Tool. PROJECT TIMELINE The below table contains the proposed milestones regardingthe project. Please note that itis the Plan Sponsor's intent to follow the timeline, however they reserve the right to make changes to the timeline at anytime. Project Issuance February 28, 2024 Project Accepted March 04, 2024 Questions from Bidders Due March 06, 2024 Responses to Questions Submitted Distributed March 13, 2024 Proposals Due March 22, 2024 1IPage SageView to Present Analysis to Committee May 2024 MINIMUM QUALIFICATIONS In order to submit a proposal, the administrator needs to meet the following criteria: • Must have provided recordkeeping/ administration services to defined contribution plans, sponsored by governmental entities, for a minimum of ten years. • Must provide recordkeeping/ administration to a minimum of two hundred 457 plans. • Must provide recordkeeping/ administration to a minimum of one million participants, enrolled in defined contribution retirement plans, on your recordkeeping system. PROJECT DETAILS The below information is being provided to facilitate your proposal. If your firm has questions / comments related to the below information, please submit them in writing within the Catapult RFP Tool; do not contact the advisor or the Plan Sponsor. PROJECT INFORMATION Number of plans involved in this project Two plans that will remain separate Qualitative Project • Cost reduction For what reason(s) is this project being • Enhanced education done? • Enhanced RK services Other Project Other information RFP Team /bidders • 12 month put on plus fund need to be aware of not covered in this checklist that may impact pricing/ questions asked in the project. Examples include client idiosyncrasies, special plan design features, quirks of the investment lineup, exorbitant number of payroll bank accounts, payroll codes, contribution sources, vesting schedules, eligibility formulas, custom reports/ special services the incumbent provides, etc. CLIENT INFORMATION What has been the level of M&A over the past three years? N/A Compliance Is there a Third -Party Administrator ("TPA") working with Plan Sponsor today? No If yes, what is the name of the TPA firm? Are bundled (no TPA) or unbundled (TPA) quotes from bidders being Bundled requested in this project? List all annual compliance tests performed by current recordkeeper/TPA. N/A 21 Page What calculations are being performed by the incumbent recordkeeper/TPA None (e.g., matching, profit-sharing, true -up, etc.)? 72 budgeted employees Payroll / HRIS Information 40% Number of payroll contacts recordkeeper will have with the client. 1 Is payroll handled in-house or outsourced? In -House If in-house, using what software system? If outsourced, to which firm? Tyler Incode 10 What are the payroll cycles (e.g., weekly, bi-weekly, etc.)? If multiple of one Bi -Weekly cycle (e.g., two different bi-weekly cycles), please disclose that as well. 100% Actual number of payroll files sent to incumbent annually 52 How payroll files transmitted (API, FTP, SFTP, Website upload, etc.) Website Upload Number of banks / accounts from which plan contributions will be pulled by 1 recordkeeper What HRIS system is being used? NeoGov Additional Are there any Single -Sign -On links setup by incumbent recordkeeper with the No client's internal portal / intranet? If so, list associated fees. Are there any custom or ad-hoc reports being generated by the Plan Sponsor of the incumbent recordkeeper and sent to the Plan Sponsor that we need to None make sure can be done by the bidders? If yes, provide details. Does the incumbent calculate float income earned? If so, provide the average annual float income generated for the plan(s) over the past five No years. EMPLOYEE INFORMATION Total number of domestic employees 72 budgeted employees What is the average annual domestic employee turnover rate? 40% Are there any expatriates (expats) with balances in the Plan? How many? No Are there any union populations in the Plan? If yes, provide details. Yes AFSCME Local 321 Other than English, in what languages do employees need materials? Spanish What percentage of employees require materials in each language? English 100%, Spanish 40% What percentage of employees are receiving notices / communications electronically? 100% Will corporate issued email addresses be included on the payroll file? No Number of onsite "days" of in-person employee education meetings held in each of the last three years. 020: 0 2020:02021:0 2021: 0 2022:0 Number of live, virtual group education meetings held specificallyfor employees of the Plan Sponsor in total in each of the last three years. 2020: 0 2021: 0 2022: 0 31 Page Total number of individual one-on-one meetings held in each of the last 2020:02021:0 020:02021:0 three years (either in-person or virtually) 2022:0 Annual number of onsite days of group participant education meetings to be 4 onsite days a year included in bidder fee proposals. Annual number group participant education meetings (one hour max each) Legal plan name conducted in a virtual environment (e.g., Microsoft Teams, Zoom, WebEx, 2 virtual days a year etc.) to be included in bidder fee proposals. No Managed Accounts Are managed accounts being utilized by participants today? Yes What is the name of the managed account solution? Guided Pathways Is the solution setup as an "opt -in" solution, DQDIA or QDIA? Opt -In Assets in the managed account solution $671,000 Number of participants utilizingthe managed accountsolution 12 PLAN INFORMATION Incumbent recordkeeper MissionSquare Plan type 457(b), 401(a) Legal plan name City of Rosemead 457 plan Is the plan governed by ERISA? No Number of adopting employers participating in the Plan 94 Number of contacts recordkeeper will have with the client for day -today 2 servicing of the Plan Type of plan document being used (prototype, volume submitter, custom) Prototype Asset Information Date information below is as of: 12/31/2023 Total plan assets (including loans) • 457(b): $7,171,0000 401(a): $1,900,624 • 457(b): $154,8200 Total outstanding loan balance 401(a): $0 • 457(b): $3,763,5700 Assets in active employee accounts 401(a): $1,325,569 y ry/other) accounts Assets in non-active employee (terminated / beneficiary/ • 457(b): $3,253,173 401(a): $575,054 3 -year avg. plan contributions (incl. employee, employerand rollovers) • 457(b): $1,123,200. 401(a): $76,000 • 457(b): $863,033 3 -year plan distributions (excluding loans) . 401(a): $47,503 Should bidders expect similar cashflows in the future? If net cash flow is Yes negative, were the reasons one-time issues? Participant Total number of outstanding loans (actual number, not assets in loans) • 457(b): 11 Not Allowed • 401(a): Loans • 457(b): 72 Total number of eligible employees • 401(a): 24 41 Page Total number of account balances • 457(b): 94 • 401(a):49 Of the total, how many are active (still employed) employees? • 457(b): 48 • 401(a): 24 Of the total, how many are non-active (terminated /beneficiary/ other)? • 457(b):46. 401(a): 25 Of the non-active, how many are de minimis (<$5,000) • 457(b):3• 401(a): 3 Transaction Information 3 -year avg.: Number of new loans initiated • 457(b): 2 • 401(a): N/A 3 -year avg.: Number of outstanding loans • 457(b): 11 401a:N/A 3 -year avg.: Number of lump sum distributions (non-RMD) • 457(b): 6 • 401x:1 3 -year avg.: Number of lump sum distributions (RMD) • 457(b): 1 • 401(a):2 3 -year avg.: Number of small balance force -outs N/A 3 -year avg.: Number of recurring, scheduled distributions (RMD) • 457(b): 39 • 401(a):10 3 -year avg.: Partial, non -hardship in-service withdrawal • 457(b):16 • 401x:0 3 -year avg.: Hardship withdrawals 0 3 -year avg.: Qualified Domestic Relation Orders (QDRO) 0 General Investment Information What is the Plan's QDIA? Target Date Series(applies for bothplans) Are there any illiquid investments in the Plan? No Are there any investment options in the Plan that require a custom NAV? No Are custom fund fact sheets being created by the incumbent recordkeeper? No Yes Are in -plan annuities offered? If yes, provide details. Retirement Income Advantage $103,112 Capital Preservation Option What is the name of current capital preservation option in the Plan today? PLUS Fund Is the fund portable (i.e., will incumbent (if proprietary) or manager (if non- Yes proprietary) allow the fund to be held on another recordkeeping platform)? What is the overall percentage of plan assets in this fund? 457b: % 401x:35 35% Is the capital preservation fund in the fund lineup today a Stable Value CIT, Separate Account Separate Account, Group Annuity Insurance Contract or Money Market? If separate account, is it an Insurance Separate Account (multi -client) or a Multi Single -Plan Separate Account (this client only)? What is the current Market -to -Book ratio? 94.85% Is the fund subject to a Market -Value Adjustment (MVA), a put provision / PUT installment payment schedule or both? If put provision / installment payment schedule applies, what is the length? 12 months 51 Page Has the put provision been initiated/ have installments begun? If yes, what Yes date was the put initiated / installments started? 01/22/2024 Self -Directed:. Is self-directed brokerage offered in the Plan? If yes, what platform? No Company Does plan have company stock as an investment option in the Plan? No ModelsCustom Asset Allocation Are custom asset allocation models offered in the Plan? No REQUIRED EXHIBITS & SUPPORTING DOCUMENTATION Through the Catapult system, provide the following exhibits at a minimum, labeled in the below fashion. Additional supplemental documents can also be submitted. • Exhibit A - Fee Proposal Documents o Provide a fee proposal that includes all services included in your fee quote, services included and assumptions made in determining your proposal. • Exhibit B - Demo Website Credentials o Provide credentials / login instructions for your demo participant website and mobile application. If you have a demo of the Plan Sponsor website, please include credentials / login instructions as well. PROPOSAL DECLARATIONS Proposals must be in strict compliance with this project. Failure to comply with all provisions of this project document may result in disqualification. The information presented in this project is confidential. You are not permitted to discuss the project with anyone outside the immediate team responsible for responding to the project or any other third party. The Plan Sponsor reserves the right to withdraw this project at any time and for any reason and to issue such clarifications, modifications, and/or amendments, as it may deem appropriate. Receipt of a proposal by the Plan Sponsor or a submission of a proposal offers no rights upon your firm (the "offeror") nor obligates the Sponsor in any manner. The Plan Sponsor reserves the right to waive minor irregularities in proposals, provided that such action is in the best interest of the Plan Sponsor. Any such waiver shall not modify any remaining project requirements or excuse the offeror from full compliance with the project specifications and other contract requirements if the offeror is selected. AMBIGUITY, CONFLICT, OR OTHER ERRORS IN THE PROJECT If a candidate vendor discovers any ambiguity, conflict, discrepancy, omission, or other error in the project, they shall immediately notify the Project Contact listed in this cover letter of such error in writing and request modification or clarification of the document. We will make modifications and give written notice via email to all parties who have received this project from SageView. The candidate vendor is responsible for clarifying any ambiguity, conflict, discrepancy, omission, or other error in the project prior to submitting the proposal or it shall be waived. 61 Page PROPOSALS AND PRESENTATION COSTS SageView or the Plan Sponsor will not be liable in any way for any costs incurred by any offeror in the preparation of its proposal in response to this project, nor for the presentation of its proposal and/or participation in any discussions or negotiations. REJECTION OF PROPOSALS The Plan Sponsor reserves the right to accept or reject in whole or in part any or all proposals submitted. The Sponsor shall reject the proposal of any offeror that is determined to be non-responsive. Proposals will only be evaluated based on answers provided in the response document delivered or amended bythe due date. Offerors are responsible for answering each question based on current capabilities. ACCEPTANCE OF PROPOSALS The Plan Sponsor shall accept all proposals that are submitted properly. However, SageView and the Sponsor reserve the right to request clarifications or corrections to proposals. If your organization is appointed as the new service provider, in part or whole, your response, service commitments, and fee in your firm's reply will be included as part of the service contract with the Plan Sponsor. If there are any discrepancies between the Service Contract and commitments made in your response, the more favorable fee or service will be granted to the Plan Sponsor. REQUESTS FOR CLARIFICATION OF PROPOSALS Requests by the consultant and/or the Sponsor for clarification of proposals shall be in writing. VALIDITY OF PROPOSALS All proposals shall be valid for a period of six (6) months from the date which proposals are due. 71 Page Attachment B Voya Updated Proposal I Program Highlights and Fee Summary Thank you for your interest in Voya Financial®as the provider for your retirement plan. With a vision to be America's Retirement Company -,we don't just innovate. We innovate with a purpose. We are redefining what it means to be a leading financial services company and work to make a secure financial future possible — one person, one family and one institution at a time. PLAN I INVEST I PROTECT vo FINANCIAL N/ L Thank you for your interest in Voya Financial® as the provider for your retirement plan. For more than 50 years, we've helped millions of people prepare for their financial futures through employer-sponsored retirement plans and understand the importance of providing meaningful solutions that drive increased plan health and retirement readiness for your employees. With a clear mission to make a secure financial future possible — one person, one family, one institution at a time — Voya's vision is to be America's Retirement Company®. We are pleased to present you with the following proposal, which will remain in effect until July 10, 2024. Assumed number of participant accounts Assumed first-year contribution amount Assumed transferred asset amount Voya Fixed Account allocation Managed Account Allocation Voya assumes use of one of our standard electronic methods of transmitting deposits and allocation instructions. We also assume part existing plan assets will transfer to Voya simultaneously on date of conversion from your current provider. Voya's proposal does not include reimbursement of any surrender charge, market value adjustment or deferred sales charge that may be assessed on assets being transferred. Our fee quote is based upon certain assumptions about your plan shown above. If the actual transferred asset amount andlor number of participating employees varies 10% or greater from the assumptions above, we reserve the right to adjust the recordkeeping fees and/or Fixed Account credited rate in accordance with our administrative practice within 160 calendar days following the date of the initial transferred asset contribution. Your Service Team Justin Camisa Government Sales Voya Financial (303)717-5922 Justin.Camisa@Voya.com ,Director Recordkeeping Fees' & Fund Revenue Requirement Annual Asset -Based Service Fee Amount Open Architecture Platform with the Voya Fixed Account as stability of principal option: 457(b) & 401(a) with Managed Accounts: 0.23% The charges identified above compensate Voya, in part, for the services we provide under your contract. They are also used compensate your representative for ongoing services. Charges are based upon the plan assumptions indicated, in addition to the fund menu selected and the compensation paid to any third party as directed by you. If applicable, this proposal is subject to a fund revenue requirement as state above. We shall apply to this requirement the revenue that we receive from mutual fund companies for services rendered on behalf of the plan. Such revenue shall include 12x1 revenue, sub -transfer agency fees, and any administrative services fees paid to us by the mutual fund companies. If we receive less than the required revenue annually, the plan will be billed the difference between actual and required revenue. This fee is subject to annual review and may be adjusted based on your rase characteristics and optional plan services. Fund Management Fees: Fund management fees and other fund operating expenses will apply. These fees depend upon the investment option chosen. Please refer to the Individual Fund prospectuses or Fund Fact Sheets for fund fee information. A portion of that fee may be paid to Voya as a form of revenue sharing. Please see the RetireFlex-MF information booklet for additional information. t Voya reserves the right to increase recordkeeping charges) if the actual characteristics vary materially from the original plan assumptions reflected herein. We also reserve the right to deduct the charges) from parbapant accounts. Compensation Paid Percent of first-year contributions Percent of renewal year contributions Percent of transferred assets Asset-based compensation Amount I poll 0.00% 0.00% 0.00% This compensation structure is reflected in the Recordkeeping Fees shown herein. compensation for the first year is paid on transferred assets plus first-year contributions and will be based on the above. If applicable, asset-based compensation is paid monthly. The amount paid is calculated by taking the applicable annual rate divided by 12, multiplied by the contracts value at the Gose of business on the last business day of the month. Investment Options Your investment options include a fixed interest investment option, plus a selection of a broad menu of mutual funds from well-known fund managers. You should consider the investment objectives, risks, and charges and expenses of the mutual funds offered through a retirement plan, carefully before investing. The fund prospectuses and an information booklet containing this and other information can be obtained by contacting your local representative. Please read the information carefully before investing. Fixed Interest Investment Option Declared interest Rate*: 3.75% Guaranteed Minimum Interest Rate: 1.00% You may have selected a fixed account option under the Program. A fixed account is an investment option offered through the Program that is subject to guaranteed minimum interest rates. Voya's claims -paying ability should be taken into consideration in evaluating interest rate guarantees provided under the Contract. These rate guarantees do not apply to the investment return or principal value of the fund investment options. The fixed account option provides stability of principal and credits interest on all amounts allocated to this option. The fixed account option consists of a Guaranteed Minimum Interest Rate (the "GMIR") that is set for the life of the Contract. The GMIR is stated in the Contract. Each calendar year (1/1 to 12/31), Voya will also set a one-year minimum guaranteed floor rate which will apply to all amounts held in the fixed account option during that calendar year. During the year, Voya will credit interest to the fixed account option at a "current credited interest rate". The current credited interest rate may change but is guaranteed not to be below either the minimum guaranteed floor rate or the GMIR. The GMIR applicable to the Contract and the current credited interest rate (which we may change at any time, subject to certain restrictions) will be provided to plan participants at enrollment. All interest rates applicable to the fixed account option are expressed as an annual effective yield. Interest is credited on a daily basis. Once credited, the interest becomes a part of the principal. This means that participant accounts earn compound interest. Taking the effect of compounding into consideration, the interest credited each day yields the current credited interest rate. Any changes in the current interest rate will apply to all amounts in the fixed account option. You have elected the Put provision for the fixed account option. You will receive an endorsement to your contract detailing the option selected. Voya Fixed Account B The current credited rate will be based on both the New Money Rate and the Portfolio Rate and will transition over time to be fully based on Portfolio Rates. The New Money Rate is the interest rate established by the Company from time to time and is based on expected yields on newly acquired investments. A Portfolio Rate is an interest rate established by the Company from time to time and is based on expected yields on all investments backing Fixed Account B. When determining credited rates, the Company will take into account, among other things, the risks and costs assumed by the Company under the Contract and anticipated cash flows. There may be restrictions on surrenders and transfers associated with the Fixed Account B and in certain states and for certain types of plans a Market Value Adjustment ("MVA") may apply on surrenders under the Contract. 'Based on the previously stated assumptions for your plan, this is the declared interest rate for your contract as of the date in which this proposal was created. This rate includes the effect of any additional services and features selected by the plan sponsor, including but not limited to the amount of compensation paid to your sales representative. This rate is subject to change at any time, subject to certain restrictions. Important Information Mutual funds under a custodial agreement are intended as long-term investments designed for retirement purposes. Money distributed will be taxed as ordinary income in the year the money is distributed. Account values fluctuate with market conditions, and when surrendered, the principal may be worth more or less than the original amount invested. A group fixed annuity is a long-term insurance contract designed for investing for retirement purposes. The guarantee of the fixed account is based on the claims -paying ability of the issuing insurance company. Although it is possible to have guaranteed income for life with a fixed annuity, there is no assurance that this income will keep up with inflation. Early withdrawals taken from the 401(a)/401(k) plan prior to age 59 will be subject to the IRS 10% premature distribution penalty tax, unless an IRS exception applies. Amounts distributed will be taxed as ordinary income in the year it is distributed. An annuity does not provide any additional tax benefit, as tax deferral is provided by the Plan. Annuities may be subject to additional fees and expenses, to which other tax-deferred funding vehicles may not be subject. However, an annuity does offer other features and benefits, such as lifetime income payments and death benefits, which may be valuable to you. Standard and Optional Recordkeeping Services Certain services require Plan Sponsor information support Online enrollments Customer Service Representatives to handle participant toll-free phone inquiries Financial education and counseling for terminated or retiring employees by licensed Transition Counselors Daily valuation of participant accounts Internet and toll-free telephone service for account inquiries, allocation changes, and fund transfers Quarterly plan activity reports via the Sponsor Website Quarterly delivery of participant statements of activity Regularly scheduled and adhoc contribution / loan repayment processing — electronic format required Vesting calculations based on hours worked in plan year or elapsed time from date of hire Calculation, processing and disbursement of final distribution payments Plan Document services include Volume Submitter for 401 Plans and Specimen Document for 457 Plans Excess Revenue Budget Sponsor Website for plan & participant level access Daily reconciliation of plan and participant activity Notification to Plan Sponsor and calculation of minimum distribution amount for participants subject to minimum distribution requirements Voya authorized loans, withdrawals and distributions* (optional service) Eligibility tracking* (optional service) Reallocation of forfeitures Online initiation of loan, withdrawal and other distribution requests* Comprehensive compliance testing services available including contribution limit monitoring and/or reporting (certain exclusions apply) Preparation of standard audit package upon request Regulatory updates for Voya plan documents Other Optional Services (conditions may apply): ° Online Beneficiary Maintenance • Paperless general purpose loans and distributions ° Hardship suspension reinstatement ° Contribution Rate Change ° Contribution Rate Escalator ° Automatic Enrollment ° Automatic Contribution increase (for plans that include automatic enrollment) *For Plans that meet underwriting requirements Additional Services / Recordkeeping Fees (fees subject to change) Loan initiation fee Loan maintenance fee Participant -initiated wire, overnight mail or stop payment Consulting services, audit support and special assistance You will be notified at the time of your request if an additional charge is applicable Self -Directed Brokerage Account" With access to a broader range of investment options. Trustee Services from Voya Institutional Trust Company Direct non -discretionary trustee services and Certified Annual Statement; $750 annually (fee is included in Recordkeeping Fees shown above). Asset Allocation Made Easier Supports the efforts of sponsors to improve the asset allocation of plan participants and simplify the investment selection process by creating custom model portfolios. $100 one-time charge per loan $25 annually per loan $50 per occurrence $200 per hour $50 annually per participant enrolled in service ME $0.00 Schwab Personal Choice Retirement Account® (PCRA) is offered through Charles Schwab & Co., Inc. (Member SIPC), the registered brokerldealer, which also provides other brokerage and custody services to its customers. Charles Schwab & Co., Inc. and Voya Financial are not affiliated and are not responsible for the products and services provided by the other. (fi IF in a 77341 3044917.C.S® 2017 Voya Services Company. All rights reserved. CN (14595661222) 12/3012020 Voya.com PLAN I INVEST I PROTECT vO FlNnnciat 0 Attachment C Sample Voya Retirement Plan Services Agreement INSERT PLAN SP O.W.9 OYER 909 RETIREMENT PLAN SERVICES AGREEMENT PLAN NUMBER 66499# Key to shaded language: • Gray shading — Datalfields must be completed. • Yellow/Green shading — This language may or may not apply. Include only as required by RFP. OMNI TEM Custom RPSA (5-2017) RETIREMENT PLAN SERVICES AGREEMENT This Agreement is made and entered into this ## day of MoAtli ij , by and among Plan Spf�Sg; (the "Plan Sponsor') and Voya Retirement Insurance and Annuity Company ("VRIAC"), a corporation organized and existing under the laws of the State of Connecticut and Voya Financial Partners, LLC a limited liability company organized and existing under the laws of the State of Delaware and registered as a broker-dealer under the federal securities laws (the "Broker -Dealer"). VRIAC and the Broker -Dealer are hereinafter collectively called the "Contractor". This Agreement governs the services the Contractor will provide to 49-4aif flame (the "457(b) Plan) theitRla1r11arPg (the "401(a) Plan'), the 4031'tarkNanie (the "403(b) Plan") and unless specified otherwise willbe referred to herein as the "Plan". This Agreement is separate and apart from any other contract issued to the Plan or Plan Sponsor by VRIAC, including any group annuity contract, funding agreement, or custodial I trust agreement. RECITALS WHEREAS, the Plan will be construed, administered and enforced according to the Internal Revenue Code (the "Code") and the laws of the jurisdiction of issue identified in section 5.06; and WHEREAS, the Plan Sponsor has selected certain investment products offered or otherwise made available by or through VRIAC or the Broker -Dealer, respectively, for the investment of the Plan's assets (the "Program"); and WHEREAS, the Plan Sponsor further wishes to engage the Contractor as an administrative service provider to facilitate the administration of the Plan by providing services that shall include without limitation, accounting for deferrals or contributions, disbursement of funds, withholding of taxes, investment education, retirement counseling, investment of assets in the appropriate Plan investment options and proper recordkeeping of participant accounts; and WHEREAS, the Contractor wishes to provide such administrative services to the Plan. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties do hereby agree as follows: Section 1. Services 1.01 Good Order: The Contractor and the Plan Sponsor acknowledge that for purposes of this Agreement "Good Order' is defined as the receipt at the Contractors designated location of a transaction request, instructions or data that is complete, accurate and in an acceptable format, and which do not require the Contractor to apply any research or discretionary judgment. To qualify as current business day instructions, a transaction request, instructions or data sent electronically, by telephone, facsimile or mail must be received by the Contractor no later than the close of the New York Stock Exchange ("NYSE") (typically 4:00 p.m. ET). If the Contractor receives a transaction request, instructions or data in Good Order after the close of the NYSE, the Contractor will process the data or request on the next business day that the NYSE is open. The parties understand and acknowledge that a transaction request, instructions or data deemed by the Contractor as being received not in Good Order may be retumed for correction and processed upon resubmission in Good Order. 1.02 Allocation of Contractor Responsibilities: The Broker -Dealer or other broker-dealers with which Voya Financial Partners, LLC has a selling agreement shall service or perform all marketing communications, enrollment and securities transactions settlement and processing functions assigned to the Contractor. VRIAC shall perform all other responsibilities assigned to the Contractor, including Plan and participant reoordkeeping. For plans that have multiple providers of investment products and administrative services, VRIAC will provide recordkeeping services solely for that portion of the Plan utilizing assets record kept by the Contractor. 1.03 Plan Specifications: The relevant characteristics of the Plan that will govern the administration of the Plan are documented within the Plan Specifications section of this Agreement. Page J1 IN Scope of Services: The Contractor agrees to provide the Plan with the services listed on Schedule A for the term of this Agreement. Services offered pursuant to the Plan's loan program vAll be subject to the terms specified in Schedule B. 1.05 Administrative Requirements: The Contractor agrees to comply with the requirements set forth on Schedule 0 and the information sharing requirements under Code section 403(b), if applicable, as documented in Appendix I to Schedule C in the performance of this Agreement. 1.06 Performance Standards: The Contractor agrees to comply with the standards set forth on Schedule D in the performance of this Agreement. At the Plan Sponsor's request, the Contractor shall report to the Plan Sponsor how it measures compared to these performance standards. Any non-performance fee payable pursuant to the terms of this Agreement shall be in addition to any damages or other remedies available to the Plan, participants or the Plan Sponsor hereunder. The Contractor and the Plan Sponsor will review these performance standards at the Plan Sponsor's request and make adjustments as necessary and mutually agreed. 1.07 Selection of Investment Options: The Plan Sponsor acknowledges that it is responsible for choosing the investment options to be made available to participants under the Plan. The Contractor agrees to provide Plan participants with a selection of investment options as specified in Schedule I. 1.08 Investment Provider Minimum Standards: Subject to the minimum standards set forth in Schedule 1, the Contractor will provide its administrative services in connection with the Plan Sponsor's selection of investment products to fund the Plan. 1.09 Modification to Investment Options: In order to confirm the fund selected by the Plan Sponsor can be reoordkept by the Contractor, the addition or removal of any investment option to the Plan must be mutually agreed to by the Contractor and the Plan Sponsor and Will be made in accordance with a mutually agreed upon schedule for implementing the change. (1) Subject to mutual agreement between the parties to add an investment option; (i) The Plan Sponsor may direct the Contractor to add or remove an investment option from the range of investment products the Contractor currently offers, and that are currently available in the Program, upon forty-five (45) days written notice of the proposed change. (ii) The Plan Sponsor may direct the Contractor to add an investment option that the Contractor does not currently offer or an investment option that the Contractor currently offers but is not currently available in the Program, upon at least ninety (90) days written notice of the 9ro sed change. Any investment option additions made pursuant to this Subsection (1)(ii) will be made in accordance with the Contractor's scheduled quarterly fund updates. (2) The Contractor reserves the right to reject any new investment option that imposes short-term trading (redemption) fees on participant accounts. (3) To the extent an existing investment option imposes short-term trading (redemption) fees on participant accounts, the investment option may be discontinued or short-term trading (redemption) fees may be deducted from participant accounts. 1.10 Limits Imposed by Underlying Funds: The Plan Sponsor understands and acknowledges that orders for the purchase of fund shares may be subject to acceptance by the fund. The Contractor reserves the right to reject, without prior notice, any allocation of payments to the variable investment option (which, depending on the Contractor's product offering, may be a fund offered directly to the Plan, or a subaccount of a separate account which in tum invests in an underlying fund), if the Contractors purchase order for the corresponding fund is not accepted by the fund for any reason. 1.11 Limits Imposed by Contractor on Frequent Transfers: The Plan Sponsor understands and acknowledges that the investment products offered or otherwise made available by or through the Contractor are not designed to serve as vehicles for frequent trading in response to short-term fluctuations in the market. Such frequent trading can disrupt Page 12 management of a fund and raise its expenses. This in turn can have an adverse effect on fund performance. Accordingly, the Plan Sponsor agrees to adhere to the Contractor's current Excessive Trading Policy, as set forth in Schedule G (the "Excessive Trading Policy"). The Contractor reserves the right to modify the Excessive Trading Policy in whole or in part at any time and without prior notice, depending on the needs of the underlying fund(s), the best interest of contract owners and fund investors, and/or state or federal regulatory requirements. 1.12 Access to Investment Advice: The Contractor agrees to make available to Plan participants, an independent third party online investment advisory service, as specified in separately signed agreements. 1.13 Access to Self Directed Brokerage Account: The Contractor agrees to make available to Plan participants, a self directed brokerage account option ("SDBO"), as specified in a separately signed agreement. 1.14 Access to Asset Allocation Made Easier Service: The Contractor agrees to make available a web -based tool that allows the Plan's designated representative the ability to create custom asset allocation models for the Plan as specified in a separately signed agreement. 1.15 Access to Portfolio Blueodnt® Service: The Contractor agrees to make available to the Plan Sponsor an optional service provided by Morningstar Investment Management, LLC that is aimed at providing solutions to plan sponsors in the researching, selecting and monitoring of plan investments. This service is subject to the terms specified in a separately signed agreement. 1.16 Legacy Life Insurance Policies: Service offered pursuant to the Plan's fife insurance option will be subject to the terms specified in Schedule 0. Section 2. Participant Information 2.01 Provision of Certain Participant Information: The Plan Sponsor or its authorized representative shall facilitate the transmission to the Contractor of all current Plan participant level records including, but not limited to: name; address; social security number; active or terminated employment status; loan information; and deferral amount information. The Contractor shall be able to rely on the information provided by the Plan Sponsor. We are not responsible for any errors, omissions or other inaccuracies in the data you or an unaffiliated third party, including without limitation, prior service providers furnish us. Over the term of this Agreement, the Contractor and the Plan Sponsor will develop procedures for the Plan Sponsor to notify the Contractor of changes in employment status and, to the extent the Plan Sponsor has knowledge of the death of any participant, the Plan Sponsor will notify the Contractor of such death. The Plan Sponsor shall provide such information on a timely basis and use its best efforts to assure the accuracy and completeness of all information provided to the Contractor. 2.02 Changes in Deferral or Contribution Information: New Participant Deferral or Contribution Information: The Contractor and the Plan Sponsor will develop procedures to coordinate the processing of (i) changes in deferral or contribution amount information and (ii) initial deferral or contribution information pertaining to participants joining the Plan on or after the date the Contractor commences the provision of services under this Agreement. Specific rules apply for when 457(b) deferral elections can begin. Generally the requirement is that the election be made by the last day of the month prior to the month in which the deferral is implemented. You are responsible for ensuring that payroll contributions representing the deferral elections are made in compliance with this requirement. 2.03 Participants' Ability to Direct Investments: Participants shall have the ability to choose their investment allocations and to make participant -directed transfers between investment options, subject to any limitations of the Plan and of the Contractor's investment product. If the Plan is or becomes subject to ERISA, or is otherwise employer - controlled, the Plan Sponsor hereby provides written direction to the Contractor allowing participants to make such investment choices, subject to the Plan Sponsors right to revoke this authorization if allowed by the Plan. If this agreement covers a 403(b) Plan, the Plan Sponsor authorizes the Contractor to accept participant initiated exchanges between the 403(b)(1) annuity contract and the 403(b)(7) custodial account, or vice versa. 2.04 Restricting Participant Accounts (Administrative Holds): The Plan Sponsor directs the Contractor to place an administrative hold on a participant's account upon receipt of a signed or draft domestic relations order (DRGs) or Page 13 joinder, federal tax levy, or upon the receipt of other types of court orders that assert a claim to plan benefits. Placing an administrative hold on the participant's account(s) will prevent the participant from taking distributions, including loans. The participant will continue to have the ability to make allocation changes and fund transfers to his/her account. With the exception of DRGs, the restriction will remain on the account until such time that the Contractor is advised to remove the administrative hold either by the Plan Sponsor or upon receipt of a court order indicating that the matter has been resolved and the hold is no longer needed. Administrative holds placed on a participant's account due to DROs shall remain on the account for a period up to 18 months, or if earlier, until the date the Contractor is advised to remove the administrative hold either by the Plan Sponsor or a court order indicating that the matter has been resolved and the hold is no longer needed. If a subsequent order is received a new 18 -month period will be activated. Notwithstanding the foregoing, with respect to joinders issued pursuant to California Family Code 9 (if applicable), Section 2060, the restriction will not be removed until the Contractor receives either: (1) a QDRO; (2) a court order vacatingidismissing the joinder; or (3) or a final judgment that awards the participant all of the plan benefits. 2.05 Power of Attorney, Guardianship or Conservatorships: The Contractor will determine the validity of the documentation received relative to a power of attorney, guardianship or conservatorship. Once the documentation is determined to be in Good Order, the Contractor will set up or modify the existing account as directed in the documentation received. Section 3. Compensation Alternative One: Mutual Fund Products without an Asset Based Service Fee 3.01 Contractor's Compensation: The Contractor's services under the Agreement are rendered in connection with the Plan Sponsor's selection of certain investment products offered by or through the Contractor, including the XXXXX. The revenues paid to the Contractor from such investment products shall constitute one source of compensation for the services rendered under this Agreement. The Contractor's overall revenue requirement is X.XX% ("revenue required"). The Plan Sponsor variable investment selection will provide the required revenue stated above. The Contractor reserves the right to assess a fee or charge if the plan characteristics change from what was originally assumed, or if the Contractor does not receive the revenue required from the investment products offered by or through the Contractor In the event that the revenue generated from the variable investment options is less than revenue required amount noted above, the Contractor will provide a quarterly invoice to the Plan Sponsor outlining the revenue deficit. The Plan Sponsor hereby directs the Contractor to deduct pro -rata from the value of all participant accounts allocated to the Plan's variable investment options and the on a quarterly basis for the payment of such deficit. If the revenue generated from the variable investment options is greater than the revenue required amount noted above, the excess will be allocated to the Recordkeeping Expense Account as set forth in Schedule J, for use by the Plan Sponsor to pay for reasonable and necessary expenses incurred by the Plan. In the event that the revenue generated from the variable investment options is less than the revenue required amount noted above, the Contractor will bill the Plan Sponsor for the shortfall. If the revenue generated from the variable investment options is greater than revenue required amount noted above, the excess will be made allocated to the Recordkeeping Expense Account as set forth in Schedule J. for useby the Plan Sponsor to pay for reasonable and necessary expenses incurred by the Plan. Additional transactional fees and charges may apply for optional services such as loans, investment advisory services and Self Directed Brokerage Account. Refer to Schedule I ("Additional Plan Services and Fees") for addition fees and charges Alternative Two: Mutual Fund Products with an Asset Based Service Fee 3.01 Contractor's Compensation: The Contractor's services under the Agreement are rendered in connection with the Plan Sponsor's selection of certain investment products offered by or through the Contractor, including the XXXXX. Page 14 The revenues paid to the Contractor from such investment products shall constitute one source of compensation for the services rendered under this Agreement. The Contractors overall revenue requirement is =% ("revenue required"). The Contractor will assess an Annual Asset -Based Service Fee of X.XX%, assuming the Contractor receives the remaining revenue required (WA) from the variable investment products offered by or through the Contractor. The Annual Asset- Based Service Fee will be assessed quarterly and calculated across all funds, excluding the stability of principal option. This fee is not assessed on assets held in the Self Directed Brokerage Account, if available. The fee will be deducted from the participant's money sources in the sequence elected by the Plan Sponsor for participant -initiated withdrawals in the Plan Specifications section of this Agreement. The Contractor reserves the right to revise the Annual Asset- Based Service Fee if plan characteristics change from what was originally assumed, or if the Contractor does not receive the revenue required from the investment products offered by or through the Contractor. Additional transactional fees and charges may apply for optional services such as loans, investment advisory services and Self Directed Brokerage Account. Refer to Schedule i ("Additional Plan Services and Fees") for additional fees and charges. Alternative Three: Mutual Fund Products with an Asset Based Service Fee and Fee levelization 3.01 Contractor's Compensation: The Contractor's overall revenue requirement is XXX% ("revenue required'). The Contractor's services under the Agreement are rendered in connection with the Plan Sponsors selection of certain investment products offered by or through the Contractor, including the XXXXX. The mutual fund revenue sharing paid to the Contractor from such investment products, if any, shall not be a source of compensation for the services rendered under this Agreement, but will instead be returned to plan participants as outlined in Appendix I to Schedule H and herein referred to as the "fee levelization service." The Contractor will assess an Annual Asset - Based Service Fee of M% to achieve the revenue required. The Annual Asset—Based Service Fee will be calculated monthly based on the average daily fund balances including the stability of principal option, and will be deducted monthly across all funds, on a pro rata basis excluding the Self Directed Brokerage Account, and/or any outstanding loan balances, if available. The fee will be deducted from the participant's money sources in the sequence elected by the Plan Sponsor for participant -initiated withdrawals in the Plan Specifications section of this Agreement. The Contractor reserves the right to revise the Annual Asset -Based Service Fee if plan characteristics change from what was originally assumed, or if the Plan Sponsor terminates the fee levelization service. Additional transactional fees and charges may apply for optional services such as loans, investment advisory services and Self Directed Brokerage Account. Refer to Schedule ("Additional Plan Services and Fees") for additional fees and charges. Alternative Four: Group Variable Annuity with a Daily Asset Charge and/or Per Participant Charge 3.01 Contractor's Compensation: The Contractors services under the Agreement are rendered in connection with the Plan Sponsor's selection of certain investment products offered by or through the Contractor, including the XXXXX. The revenues paid to the Contractor from such investment products shall constitute one source of compensation for the services rendered under this Agreement. In addition, the Contractor shall assess an asset based Daily Asset Charge against the value of all participant accounts allocated to Plan investment options made available through direct purchases of registered investment company shares. The amount of this Daily Asset Charge, expressed as an annual percentage, shall be %. This fee is not assessed on assets held in the Self Directed Brokerage Account, if available. The Contractor will also apply an Annual Participant Service Fee of $UX that will be deducted quarterly from all funds on a pro rata basis, excluding the Self Directed Brokerage Account, if available. The Charges will he deducted from the participant's money sources in the sequence elected by the Plan Sponsor for participant - initiated withdrawals in the Plan Specifications section of this Agreement. The Contractor reserves the right to revise the Participant Account Charge if plan characteristics change from what was originally assumed, or if the Contractor does not receive the revenue required from the investment products offered by or through the Contractor. Additional transactional fees and charges may apply for optional services such as loans, investment advisory services and Self Directed Brokerage Account. Refer to Schedule I ("Addifional Plan Services and Fees") for additional fees and charges. Page 15 Alternative Five: Mutual Fund Products with a Per Participant Charge and Fee Levelization 3.01 Contractor's Compensation: The Contractor's overall revenue requirement is $= per participant account ("revenue required"). The Contractors services under the Agreement are rendered in connection with the Plan Sponsors selection of certain investment products offered by or through the Contractor, including the XXXXX. The mutual fund revenue sharing paid to the Contractor from such investment products, if any, shall not be a source of compensation for the services rendered under this Agreement, but will instead be returned to plan parficipants as outlined in Appendix I to Schedule h and herein referred to as the "fee levelization service." The Contractor will assess an Annual Participant Service Fee of SOX that will be deducted quarterly from all funds on a pro rata basis, excluding the Self Directed Brokerage Account and/or any outstanding loan balances, if available. The Annual Participant Service Fee will be deducted from the participants money sources in the sequence elected by the Plan Sponsor for participant -initiated withdrawals in the Plan Specifications section of this Agreement. The Contractor reserves the right to revise the Annual Participant Service Fee if plan characteristics change from what was originally assumed, or if the Plan Sponsor terminates the fee levelization service. Additional transactional fees and charges may apply for optional services such as loans, investment advisory services and Self Directed Brokerage Account. Refer to Schedule 1("Additional Plan Services and Fees") for additional fees and charges. Alternative Six: Breakpoint Pricing (offered on a case exception basis) 3.01 Contractors Compensation: The Contractors services under the Agreement are rendered in connection with the Plan Sponsors selection of certain investment products offered by or through the Contractor, including the XXXXX. The revenues paid to the Contractor from such investment products shall constitute one source of compensation for the services rendered under this Agreement. The Contractors overall revenue requirement ("revenue required") in connection with the variable investment options offered by the Plan will be based on the following breakpoint pricing schedule and will be reviewed periodically by the Contractor. Total Plan Assets Contractors Required Revenue < sm,000.000 O.XX >_ $XX,000,000 but < $XX,000,000 0 X % z $XX,000,000 O.XX % The Contractor reserves the right to assess a fee if the Contractor does not receive the revenue required from the variable investment products offered by or through the Contractor. Additional transactional fees and charges may apply for optional services such as loans, investment advisory services and Self Directed Brokerage Account. Refer to Schedule U ("Additional Plan Services and Fees") for additional fees and charges. 3.02 Assumptions Regarding Pricing: Any fees, reimbursements, products and services rendered in connection with this Agreement are contingent on the Contractor being the exclusive provider (or one of X providers) of investment products and administrative services to the Plan during the Term of this Agreement and any subsequent renewal periods (as described in Section 4.01). The addition of any other provider or providers to the Plan during the Term of this Agreement and any subsequent renewal periods or changes in the Plan document may impact any fees, reimbursements, products and services under this Agreement. The Plan Sponsor will notify the Contractor of any such changes in a timely manner. This Agreement and fees are contingent on the Plan provisions in effect on the date of this Agreement. Any amendment to the Plan may impact this Agreement and fees. The Plan Sponsor understands and acknowledges that the compensation to the Contractor is subject to the certain general provisions, as set forth in Schedule I (the "General Compensation Provisions'. The Contractor reserves the right to modify the General Compensation Provisions in whole or in part at any time and without prior notice, depending on the needs of the underlying fund(s), the best interest of contract owners and fund investors, and/or state or federal regulatory requirements. 3.03 Reimbursement of Plan Expenses: The Contractor shall reimburse the Plan for reasonable administrative expenses as set forth in Schedule 4 as directed by the Plan Sponsor. Page 16 Alternative One: Fixed trailer comp arrangement 3.04 Compensation Paid to Sales Professionals: The Contractor shall pay sales professionals a fixed trailer compensation of . /o based on the total Plan assets. The compensation paid to sales professionals will be derived exclusively from the Contractor's compensation, defined in Schedule 1. Sales professionals may also be eligible for additional expense reimbursement. Compensation may also be paid at the time of participant election of an annuitization distribution option and will be disclosed to the participant at the time the distribution option is elected. Alternative Two: Schedule -based comp arrangement 3.04 Compensation Paid to Sales Professionals: Compensation to the sales professionals will be paid in the following manner. X.XX% of contributions in the first participant account year X.XX% of contributions in the participant's renewal account years X.XX% of increased contributions in the participant's renewal account years X.XX% of sponsor directed transferred assets in the any year XXX% of voluntary participant transferred assets in the first participant account year (excluding sponsor directed transfers) X.XX% of plan assets beginning in the 19 month of this Agreement The compensation paid to sales professionals will be derived exclusively from the Contractor's compensation, defined in Schedule 1. Sales professionals may also be eligible for additional expense reimbursement. Compensation may also be paid at the time of participant election of an annuitization distribution option and will be disclosed to the participant at the time the distribution option is elected. Alternative Three: Age-adjusted Schedule -based comp arrangement 3.04 Compensation Paid to Sales Professionals: Compensation to the sales professionals will be paid in the following manner. Participant Age 58 and Under 59 and Over contributions in the first participant account year X.XX% XXX% contributions in the participants renewal account years X.XX% XXX% increased contributions in the participant's renewal account ears X.XX% X.XX% of sponsor directed transferred assets in the any year X.XX% XXX% voluntary participant transferred assets in the first participant account year(excluding sponsor directed transfers X.XX% XXX% Ian assets beginning in the tsr month of this A reement XYX% XXX% The compensation paid to sales professionals will be derived exclusively from the Contractor's compensation, defined in Schedule 1. Sales professionals may also be eligible for additional expense reimbursement. Compensation may also be paid at the time of participant election of an annuitization distribution option and will be disclosed to the participant at the time the distribution option is elected. Alternative Four: Payments made to an individual or firm that is not an agent or broker. 3.04 Payments Made to a Consultant, a Registered Investment Advisor (RIA) or an Investment Advisory Representative IAR : One or more third parties, engaged by the Plan Sponsor, will provide ongoing services to the Plan. The Contractor is not a party to the consultant and/or investment advisory relationship, nor is it responsible for ensuring compliance with any applicable insurance and securities laws and regulations. Payment to these parties is the responsibility of the Plan Sponsor. Plan Sponsor may direct the Contractor to make payment to one or more consultants, RIAs or IARs, engaged by the Plan Sponsor, as compensation for services rendered and to be treated as qualified plan related expenses, as set forth in Appendix I to Schedule,. 3.05 Float: VRIAC and its affiliated companies (collectively referred to as "VoyaW for purposes of this Section ) earn income in the form of bank service credits on contributions awaiting investment and on payments awaiting Page 17 distribution from the bank accounts that Voya maintains (or "float"). The bank service credits are applied against the bank service fees that apply to the bank accounts that Voya maintains and may not be redeemed for cash. Specifically, the bank accounts have been established to receive and hold for a reasonable time: • contributions or other amounts to be invested in your retirement Plan, or • amounts redeemed to pay a distribution or disbursement from your Plan. Voya will receive income in the form of bank service credits (as described below) and offset such credits against bank service fees that are charged to Voya for the use of such bank accounts and for services provided by the banks for processing receipts or disbursements. Float Generated by Contributions: Voya uses a bank account to receive and hold contributions or other Plan deposit amounts to be invested. Contributions or other deposit amounts are held until authorized instructions are received in Good Order. Income in the form of bank service credits are earned on the bank account during any waiting period for authorized instructions. For authorized instructions received in Good Order, contributions or other deposit amounts will be invested on that business day. For authorized instructions received in Good Order after the dose of the New York Stock Exchange, contributions or other deposit amounts will be processed on the next business day. Float Generated by Distributions: Voya receives income in the form of bank service credits in connection with distributions or disbursements that Voya pays on the Plan's behalf. The bank service credits accrue during the period beginning when an amount is redeemed from the Plan's investment to fund a distribution or disbursement check and ending when the check is presented for payment. Additionally, from time to time, Voya may receive money market like rates of return on other deposit or short term investment products in which distributions may be held until such time as the check is presented for payment. 3.06 Transaction Processing: VRIAC seeks to avoid transaction processing errors to the greatest extent possible, but inadvertent errors do occur from time to time. When a transaction processing error for which VRIAC is directly responsible occurs, VRIAC will attempt to correct the error as soon as reasonably practicable after identification of the error. Once all necessary information has been gathered, VRIAC will promptly take corrective action to put the Plan and its participants in a position financially equivalent to the position they would have been in if the VRIAC processing error had not occurred. VRIAC processes your Plan's investment instructions on an "omnibus" or aggregated basis. If VRIAC's correction of a VRIAC processing error results in a loss to your Plan or its participants, VRIAC will absorb the loss. If any gain results in connection with the correction of an VRIAC processing error, VRIAC will net any such gain against other losses absorbed by VRIAC and retain any resulting net gain as a component of its compensation for transaction processing services, including its agreement to make Plan and participant accounts whole for losses resulting from VRIAC processing errors. For more information on our error correction policy, please refer to Voya Retirement Insurance and Annuity Company's Policy for Correction of Processing Errors ("VRIAC Policy"), which is included in Schedule K. The VRIAC Policy and any updates to the VRIAC Policy are posted in the Sponsor Disclosure section of Sponsor Web. Alternative One: Installation charge ('d applicable) to be paid by Plan Sponsor 3.07 Installation Charge: A one-time installation charge of $X.XX per participant will be paid by the Plan Sponsor with the group annuity application. Alternative Two: Installation charge (if applicable) to be deducted from Participant Accounts 3.07 Installation Charge: A one-time installation charge of $X.XX per participant will be deducted from participant accounts following the initial asset contribution and Oil be uniformly applied among all participants with initial plan transferred assets. 3.08 Fund Management Fees: Fund management fees and other fund operating expenses will also apply to the variable investment options under the Plan. Fees depend on the investment options chosen. Page 18 Section 4. Term, Termination, and Amendment [Altemative One: Specified Initial Tenn Period with Specified Renewal Period(s)] 4.01 Term: This Agreement shall commence on MMMM DD, YYYY: and, unless sooner terminated as set forth in this Section 4, shall continue for an initial term of YEARS (XX) years ("Initial Term'). Thereafter, this Agreement shall automatically renew for up to YEARS (XX) subsequent Specified Period renewal terms unless either the Plan Sponsor or the Contractor provides written notice to the other party of its intent not to renew this Agreement at least ninety (90) calendar days before the end of the then current term. 4.02 Termination Without Cause: At any time following the Initial Tenn, either the Plan Sponsor or Contractor may terminate this Agreement upon at least ninety (90) calendar days' advance written notice to the other party. The Plan Sponsor and Contractor may also mutually agree in writing to terminate this Agreement at any time. [Altemative Two: No Specified Term Period] 4.01 Term: This Agreement shall commence on and continue until terminated as set forth in this Section 4. 4.02 Termination Without Cause: Either Plan Sponsor or Contractor may terminate this Agreement upon at least ninety (90) calendar days' advance written notice to the other party of intent to terminate this Agreement.] The Plan Sponsor and Contractor may also mutually agree in writing to terminate this Agreement at any time. . 4.03 Termination For Cause: Notwithstanding Section 4.01, either party may terminate this Agreement immediately at any time upon written notice "for cause! For purposes of this Agreement, 'for cause' shall mean: (1) failure of the other party to comply substantially with this Agreement and the attached schedules hereto which, when called to the attention of the other party in writing has not been corrected within thirty (30) calendar days of such notice; (2) the fraud or embezzlement on the part of the other party or provider of investment advice; (3) if the other party ceases to conduct business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of, or becomes subject to any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or the protection of the rights of creditors; (4) failure of the other party to pay any fees under this Agreement; or (5) if pursuant to Section 1.09 the Plan Sponsor requests the addition or removal of an investment option under the Plans, that is reasonably anticipated by the Contractor to result in a reduction in revenues under the Plans and no mutual agreement is reached between the parties on the recoupment of such lost revenues, the Contractor shall have the right to terminate this Agreement. 4.04 Transfer of Records: In the event of the termination of this Agreement, the Contractor shall provide all electronic data records to the Plan's designated representative or to a new contractor in an agreed upon format at no cost and within 180 days of written notice of intent to terminate this Agreement. 4.05 TA9 Recoverq tharge. A transferred asset benefit (TAB) recovery charge may appfyupon termi aThm`ifTN Agreement as set forth in Schedule P. Section 5. General 5.01 Circumstances Excusing Performance: Neither the Plan Sponsor nor the Contractor shall be liable to the other for any delays or damages or any failure to act due, occasioned, or caused by reason of restrictions imposed by any government or government agency, acts of God, strikes, labor disputes, action of the elements, or causes beyond the control of the parties affected thereby. 5.02 Business Recovery Plan: The Contractor acknowledges that it has a Business Recovery Plan in place for its computer environment, specifying steps to be taken in the event of a disaster. The plan is built around a worst- case scenario involving loss of the facility or loss of access to the facility. It is also adaptable to less severe disasters. Generally, there are three phases to the Contractor's Business Recovery Plan: • Immediate response, damage assessment and critical notifications Page 19 • Environmental and operation restoration • Operational readiness, testing and business resumption. A critical part of this plan is the Contractor's System Recovery Plan, which itself has three components: Hardware: the Contractor maintains a primary data center to support it mainframe applications and a portion of its mid-range and Intel based distributed environment. The Contractor has contracted with an outside vendor to provide hot site recovery capabilities for the primary data center in case of a site level disaster. The vendor maintains equipment that the Contractor will use to restore its applications in rase of emergency. In addition, the Contractor has several data centers located throughout the U.S. with mid-range and distributed equipment to lessen the risk from any one site. On-site generators and UPS systems provide continuous power to the Contractor's facilities. A fully redundant vide area network connects all of the data centers in the U.S. as well as to the hot site vendor facility. Application software: the Contractor secures program libraries, to tape cartridges weekly, storing them in both on- site and off-site vaults. Production data: the Contractor's system and database files are backed up periodically, many on a daily basis, to tape cartridges stored in both on-site and off-site vaults. The Contractor's internal auditors have reviewed its disaster recovery procedures. Portions of the plan are tested on an annual basis. 5.03 Ownership and Use of the Content Copyright: Each party owns all right, title and interest in its pre-existing intellectual property. You acknowledge and agree that, except for your pre-existing intellectual property, all information and content distributed through or displayed on a Contractor Web site, printed or electronic literature, including but not limited to all text, graphics, images, software applications and code, video, audio, and user interface design ("Content") is the property of the Contractor and its affiliates or its third party licensors. You have a limited, non-exclusive license to use the Content during the term of this Agreement. Original Content developed by the Contractor for the benefit of the Plan Sponsor is the property of the Contractor and its affiliates unless both parties agree to transfer ownership to the Plan Sponsor in writing. If you or any appointee thereof, provides the Contractor with Content for distribution or display on a Contractor Web site, or in printed or electronic literature, you are responsible for obtaining permission from the owner or licensor for use of the Content. 5.04 Parties Bound: This Agreement and the provisions thereof shall be binding upon the respective parties and shall inure to the benefit of the same. 5.05 Applicable Law: This Agreement shall be construed in accordance With the laws of the *of &" �,. i, referred to as the jurisdiction of issue. The Contractor and the Plan Sponsor shall comply with all state and federal laws and regulations applicable to the services to be performed. 5.06 Mediation: The parties agree that any dispute regarding this Agreement or our services may be submitted to mediation or arbitration (or similar process) by a mutually agreed upon third party. The parties agree to negotiate in good faith oonceming the terms and conditions of such submission. 5.07 Severability: If any provision of this Agreement shall be found to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement and the remainder of this Agreement shall be construed and enforced as if said illegal or invalid provision had never been inserted herein. Neither party shall be required to perform any services under this Agreement which would violate any law, regulation or ruling. 5.06 Acknowledgment: The Plan Sponsor acknowledges the following. (a) The Contractor is performing non -discretionary, ministerial administrative services at the direction of the Plan and its authodzed representatives. Page 110 (b) Neither the Contractor nor its affiliates is the Plan administrator or a fiduciary understate law, the Investment Advisors Act of 1940 or, as applicable ERISA, and the Contractor is not responsible for the selection or supervision of fiduciaries to the Plan or of service providers not associated with the Contractor. (c) The Plan Sponsor is solely responsible for maintaining the qualified status of the Plan, if applicable. The Plan Sponsor must submit to the Contractor a copy of its 501(c)(3) letter, if applicable, with this Agreement. If this Agreement covers a non-governmental 457(b) plan, the Plan Sponsor acknowledges the Plan is established and maintained primarily for the benefit of a select group of management and/or highly compensated employees and the Plan Sponsor is responsible for filing necessary 'Top Hat Statement" with the Pension and Welfare Benefits Administration within 120 days of adopting the plan. (d) The Plan Sponsor has consulted with a tax or legal advisor regarding the tax and if applicable, ERISA consequences of the Plan. (e) The Plan Sponsor is responsible for selecting the Plan design and investment options that best meet its objectives. The Plan Sponsor understands that it has selected a program that may include a stability of principal option and/or variable annuities funded through a group annuity contract and/or mutual funds offered through a custodial or trust agreement to fund a tax -qualified arrangement; that the tax laws provide for deferral of taxation on earnings on participant account balances (excluding Roth or after-tax contribution sources); and that, although the annuity provides features and benefits that may be of value to partidpants, it does not provide additional deferral of taxation beyond that provided by the tax qualified arrangement itself. To the extent mutual funds are available as investment options under the Plan, there may be one or more classes of shares with respect to each mutual fund and each class of shares may have different rules, requirements and expense ratios and Plan Sponsor has made the determination that the class of shares chosen for the Plan is the appropriate class and is suitable for the Plan. All discretion and control with respect to the terms, administration of assets of the Plan shall remain with the Plan Sponsor or with the named fiduciaries under the Plan. (f) If this Agreement covers a non-governmental 457(b) plan, the Plan Sponsor understands and acknowledges it is responsible for notifying all participants that all assets contributed to the plan must be owned and controlled by the Employer and are subject to claim by the Employer's creditors. (g) The Plan Sponsor and its authorized representatives have sole responsibility for the overall administration of the Plan, including periodically providing participants with any notices required under the Code and related Regulations to which the Plan is subject and for making all benefit determinations. The Contractor and its affiliates shall not have any discretion with respect to the management or administration of the Plan or with respect to determining or changing the rules or policies pertaining to eligibility or entitlement of any participant in the Plan to benefits under the Plan. The Contractor and its affiliates shall not have any control or authority with respect to any assets of the Plan, including the investment or disposition thereof. (h) The Plan Sponsor acknowledges that the Contractor does not record keep parficipant's 12/31/88 balances under the 403(b) Plan and therefore the Contractor will not include this balance when determining amounts available for hardship or non -emergency withdrawals. Plan Sponsor confirms that Contractor's practices are consistent with the terms and administrative practices of the Plan, where applicable. The Plan Sponsor may delegate the day -today administration of certain Plan Sponsor responsibilities to the Contractor as indicated in Schedule A. (i) The Plan Sponsor and its authorized representative have the sole authority for the review and final disposition of a Plan participant's appeal of any benefit determination made by the Contractor under the Plan. Q) The Contractor does not directly provide any investment advice to the Plan Sponsor with respect to the Plan's assets. (k) In performing services under this Agreement, the Contractor is entitled to rely on any information the Plan Sponsor, or its authorized representatives identified in Schedule �, or the Plan participants provide. The Contractor has a reasonable duty to inquire as to the authenticity or the accuracy of such information or the actual authority of such person to provide it. Page 111 (1) The Plan Sponsor agrees to comply with the information sharing requirements under Code section 403(b) and the regulations thereunder as documented in Appendix I to Schedule C. (m) The Plan Sponsor will provide the Contractor with an up-to-date copy of the Plan document(s) and complete information governing the terms and operation of the Plan (including a written explanation of any practices and procedures not reflected in the Plan document). The Plan Sponsor will promptly provide to the Contractor any proposed amendments to the Plan for review and comment by the Contractor at least 90 days prior to the proposed amendment effective date. (n) Generally, only fees relating to the ongoing administration of the Plan may be passed through to participants. You will direct us to deduct from participant accounts those fees outlined in Schedule H. The Plan Sponsor is responsible for determining if an expense is deductible from Plan assets. (o) VRIAC Error. VRIAC's responsibility with respect to providing the services is limited to correcting errors, within a reasonable time, which result from its computer system malfunctions, its staff errors or are otherwise caused by VRIAC's negligent acts. VRIAC shall make a good faith effort to correct any such error as soon as reasonably practicable after identification of the error when such correction is reasonably necessary and practical under the circumstances. For more information on our error correction policy, please refer to Voya Retirement Insurance and Annuity Company's policy for Correction of Processing Errors ("VRIAC Policy"), which is included in Schedule K. The VRIAC Policy and any updates to the VRIAC Policy are also posted in the Sponsor Disclosure section of Sponsor Web. (p) Plan Sponsor Error. VRIAC will attempt to correct, at Plan Sponsor's expense, processing errors resulting from Plan Sponsor, or Plan Sponsor's representative, or otherwise caused by the negligent acts of Plan Sponsor; provided that Plan Sponsor promptly notifies VRIAC of such error and furnishes all data to VRIAC reasonably necessary to make such corrections. Plan Sponsor shall pay VRIAC its reasonable expenses incurred in making such corrections. 5.09 Notices: Each party will promptly provide the other with notice and copy of any attempts to levy or attach amounts held under the Plan and/or any litigation affecting the Plan of which it becomes aware and/or any notices or demands to be given under this Agreement. All such notices, demands or other communications hereunder shall be in writing and duly provided if sent certified mail, return receipt requested, addressed to the party to be notified or upon whom a demand is being made, at the addresses set forth in this Agreement or such other place as either party shall from time to time designate in writing. The date of service of a notice or demand shall be the receipt date on any certified mail receipt. Notices to the Contractor shall be sent to: Voya Retirement Insurance and Annuity Company Attn: Deputy General Counsel Legal Department, C2N One Orange Way Windsor, CT 06095 Notices to the Plan Sponsor shall be sent to: 5.10 Copies of Agreement: This Agreement may be executed in any number of counterpart copies, each of which when fully executed shall be considered as an original. 5.11 Headings: Headings are for convenience of reference only. Headings do not limit or expand the scope of the text and are not intended to emphasize any portion thereof. Page 112 5.12 Independent Contractor: The Contractor is associated with the Plan Sponsor only for the purposes and to the extent specified in this Agreement. With respect to the performance of the contracted services pursuant to this Agreement, the Contractor shall have the sole right to supervise, manage, operate, control and direct performance of the details incident to its duties under this Agreement. 5.13 Contractor Primary Contact: The Contractor designates certain individual(s) to serve as the primary point of contact for the Agreement. These individuals are identified in Schedule M. The Contractor or designee must confirm to Plan Sponsor its receipt of written inquiries within two (2) business and provide a full written response within three (3) weeks. The Contractor shall not change the primary contact without prior notice to the Plan Sponsor. 5.14 Licensed Representative: The Contractor agrees to provide licensed representatives to perform enrollment and education services, and to assist participants with account balance inquiries, investment selection changes, interfund transfers or exchanges, and transaction initiation. These individuals are identified in Schedule N. 5.15 Subcontracting: The Contractor may enter into subcontracting agreements for work contemplated under the Agreement. Any subcontractor shall be subject to the same terms and conditions as the Contractor. The Contractor shall be fully responsible for the performance of any subcontractor. 5.16 Contract Assignability: Without the prior written consent of the Plan Sponsor, the Agreement is not assignable by the Contractor. 5.17 Licenses and Permits: The Contractor shall ensure that it has all necessary licenses and permits required by federal, state, and municipal laws, ordinances, rules and regulations. The Contractor shall maintain these licenses and permits in effect for the duration of this Agreement. The Contractor will notify the Plan Sponsor immediately of loss or suspension of any such licenses and permits. Failure to maintain a required license or permit may result in immediate termination of this Agreement. 5.18 Conflict of Interest: The Contractor shall make all reasonable efforts to ensure that no conflict of interest exists between its officers, employees, agents or subcontractors and the Plan Sponsor. The Contractor shall make a reasonable effort to prevent employees, consultants, or members of governing bodies from using their positions for purposes that are, or give the appearance of being, motivated by a desire for private gain for themselves or others such as those with whom they have family, business, or other ties. 5.19 Improper Consideration: The Contractor shall not offer or be forced to provide (either directly or through an intermediary) any improper consideration such as, but not limited to, cash, discounts, services, the provision of travel or entertainment, or any items of value to any officer, employee, group of employees, or agent of the Plan Sponsor in an attempt to secure favorable treatment or consideration. 5.20 Indemnification: The Contractor agrees to indemnify and hold the Plan Sponsor, its officers, employees and agents harmless from any loss, liability, claim, suit, fees (including reasonable attomeys' fees) or judgment resulting from work or acts done or omitted by the Contractor's officers, employees or agents in carrying out the Contractor's responsibilities as set forth in this Agreement to the proportionate extent that it results from the negligence or wrongdoing of the Contractor or any of its officers, employees or agents. The Contractor agreements to indemnify shall not extend to any injury or damage which results from the Contractor's reliance on information transmitted by the Plan Sponsor. The Plan Sponsor agrees to indemnify and hold the Contractor, its officers, employees and agents harmless from any loss, liability, claim, suit, fees (including reasonable attomeys' tees) or judgment resulting from work or acts done or omitted by the Plan Sponsor's officers, employees or agents in carrying out the Plan Sponsor's responsibilities as set forth in this Agreement to the proportionate extent that it results from the negligence or wrongdoing of the Plan Sponsor or any of its officers, employees or agents. 5.21 Insurance: During the term of this Agreement, the Contractor shall maintain Comprehensive General Liability insurance with limits of not less than one million dollars, as well as automotive and Workers' Compensation insurance policies. Also, the Contractor shall maintain Professional Liability in the amount of not less than five Pa e 113 million dollars. A Certificate of Insurance evidencing said coverage shall be provided prior to commencement of performance of this Agreement. Throughout the term of this Agreement, the Contractor shall provide upon request an updated Certificate of Insurance upon expiration of the current Certificate. 5.22 Right to Monitor: The Plan Sponsor or any appointee thereof, shall have the right to review and audit all records, books, documents, and other pertinent items as requested, and shall have the right to monitor the performance of the Contractor in the delivery of services provided under this Agreement. Full cooperation shall be given by the Contractor in the implementation, and in any auditing or monitoring conducted. 5.23 Confidentiality: The Contractor acknowledges that all information made available by the Plan Sponsor about its employees shall be considered confidential. The Contractor agrees that it will not distribute, disclose or release to any third party any such confidential information except as is necessary to perform services contemplated under this agreement, or as otherwise agreed upon between the parties, or as otherwise required by law. Section 6. RFP and RFP Response 6.01 RFP and RFP Response: The Plan Sponsor Name Request for Proposal and VRIAC's responsive proposal dated XXXX (collectively the "RFP Response") are hereby incorporated by reference and made a part of this Agreement. VRIAC agrees that it will comply with all obligations undertaken in the RFP Response. Page 114 IN WITNESS WHEREOF, the parties hereto have caused this Agreement (including all referenced and attached Schedules and Appendices) to be executed by their respective officers thereunto duly authorized on this DC) day of 4111401YYYY. p�at+1R'S;�Gfrl NAtME By: Printed Name: Title: VOYA FINANCIAL PARTNERS, LLC By: Printed Name: Carol B. Keen Title: Vice President VOYA RETIREMENT INSURANCE AND ANNUITY COMPANYY Printed Name Melissa M. McAuliffe Title: Vice President Page I15 Plan Nante(s) Plan Specifications The following reflects the relevant provisions of the Plan document that will govem the administration of the Plan. The Plan Sponsor acknowledges it has reviewed and confirmed that these accurately reflect the provisions of the Plan as of the effective date of this Agreement. ERISA Status: The Governmental 457(b) Plan is not subject to Title I of the Employee Retirement Income Security Act of 1974 ("ERISA"). The non-governmental 457(b) Plan is not subject to Title I of the Employee Retirement Income Security Act of 1974 ("ERISA"). The 401(a) Plan is not subject to Title I of the Employee Retirement Income SecurityActof 1974 ("ERISA"). The 403(b) Plan is not subject to Title I of the Employee Retirement Income Security Act of 1974 ("ERISA"). Contribution Sources. The sources of contribution permitted under the Governmental 457(b) Plan are: ❑ Employee Pre-tax ❑ 457(b) Rollover ❑ Non -457(b) Rollover ❑ Designated Roth Contributions ❑ Roth 457(b) Rollover ❑ Roth Non -457(b) Rollover ❑ In Plan Roth Rollover 457(b) ❑ Rollover of In Plan Roth Rollover Non457(b) ❑ Employer Contribution: (specify contribution name) ❑ Other (specify by name): (specify contribution name) The sources of contribution permitted under the non-governmental 457(b) Plan are: ❑ Employee Pre-tax ❑ Employer Contribution: (specify contribution name) ❑ Other (specify by name): (specify contribution name) The sources of contribution permitted under the 401(a) Plan are: ❑ Employee Pre-tax ❑ Employee Mandatory Contribution (including 414(h) pick-up) ❑ Rollover ❑ Designated Roth Contributions ❑ Roth Rollover ❑ In Plan Roth Rollover ❑ After-tax Contribution (not designated Roth) ❑ Employer Contribution: (specify contribution name) ❑ Other (specify by name): (specify contribution name) The sources of contribution permitted under the 403(b) Plan are: ❑ Employee Pre-tax ❑ Employee Mandatory Contribution (including 414(h) pick-up) ❑ Rollover ❑ Designated Roth Contributions ❑ Roth Rollover ❑ In Plan Roth Rollover ❑ After-tax Contribution (not designated Roth) ❑ Employer Matching Contribution ❑ Employer Discrefionary Contribution ❑ Other Employer Contribution: (specify contribution name) _ ❑ Other (specify by name): (specify contribution name) _ Page 116 Vesting Schedule. The Employer source(s) of contributions under the Plan are subject to the following vesting schedule. The Contractor will maintain participant vesting information, if applicable, according to the Plan. The Contractor will allocate forfeitures (if applicable) according to the provisions of the Plan. ❑ 100% Immediate or no vesting schedule applicable ❑ 5 year graded (20% per year after one year of service) ❑ 6 year graded (20% per year after two years of service) ❑ 3 year diff ❑ Other (specify) Permissible In -Service Withdrawal Options The following participant -initiated withdrawals and/or transfers from a participant account are permitted under the Governmental 457(b)Plan (check all that apply): ❑ Unforeseeable Emergency Withdrawal ❑ In -Service Distribution of Rollover A000unt(s) ❑ In -Service Withdrawal for Governmental 457(b) Plans (aka deminimus withdrawal) ❑ Purchase of Governmental Defined Benefit Plan Service Credit ❑ Tax -Free Distribution for Health and Long Term Care Insurance (for retired public safety officers) ❑ Age Based Withdrawal — identily the age level to allow withdrawal The following participant -initiated withdrawals and/or transfers from a participant account are permitted under the non-governmental 457(b) Plan (check all that apply): ❑ Unforeseeable Emergency Withdrawal ❑ In -Service Withdrawal for Governmental 457(b) Plans (aka deminimus withdrawal) ❑ Age Based Withdrawal —identify the age level to allow withdrawal The following participant -initiated withdrawals and/or transfers from a participant account are permitted under the 401(a) Plan (check all that apply): ❑ Hardship Withdrawal ❑ Age 59 y: (available to 401(a)/(k) and 403(b) plans only) ❑ In -Service Distribution of Rollover Account(s) ❑ Purchase of Governmental Defined Benefit Plan Service Credit ❑ Tax -Free Distribution for Health and Long Tenn Care Insurance (for retired public safety officers) ❑ Normal Retirement Age — identify the age level to allow withdrawal ❑ Age Based Withdrawal — identify the age level to allow withdrawal _ The following participant -initiated withdrawals and/or transfers from a participant account are permitted under the 403(b) Plan (check all that apply): ❑ Hardship Withdrawal ❑ Age 59 yz (available to 401(a)/(k) and 403(b) plans only) ❑ In -Service Distribution of Rollover Account(s) ❑ Exchange (between vendors or products within the same plan) ❑ Plan -to -Plan Transfer (in-service and between different 403(b) plans) ❑ Purchase of Governmental Defined Benefit Plan Service Credit ❑ Tax -Free Distribution for Health and Long Term Care Insurance (for retired public safety officers) ❑ Normal Retirement Age — identify the age level to allow withdrawal _ ❑ Age Based Withdrawal — identify the age level to allow withdrawal _ In -Plan Roth Transfer of Non -Distributable Amounts. For In -Plan Roth Transfer of Non -Distributable amounts permitted under the Governmental 457(b) Plan, indicate from which source the participant may elect to transfer amounts from. ❑ Employee Pre-tax ❑ 457(b) Rollover ❑ Non -457(b) Rollover ❑ Employer Contribution: (specify contribution name) ❑ Other (specify by name): (specify contribution name) ❑ All available money sources, excluding Roth sources Page 117 For In -Plan Roth Transfer of Non -Distributable amounts permitted under the 401(k) Plan, indicate from which source the participant may elect to transfer amounts from. ❑ Employee Pre-tax ❑ Employee Mandatory Contribution (including 414(h) pick-up) ❑ Rollover ❑ After-tax Contribution (not designated Roth) ❑ Employer Contribution: (specify contribution name) ❑ Other (specify by name): (specify contribution name) ❑ All available money sources, excluding Roth sources For In -Plan Roth Transfer of Non -Distributable amounts permitted under the 403(b) Plan, indicate from which source the participant may elect to transfer amounts from: ❑ Employee Pre-tax ❑ Employee Mandatory Contribution (including 414(h) pick-up) ❑ Rollover ❑ After-tax Contribution (not designated Roth) ❑ Employer Matching Contribution ❑ Employer Discretionary Contribution ❑ Other Employer Contribution: (specify contribution name) ❑ Other (specify by name): (specify contribution name) ❑ All available money sources, excluding Roth sources Permitted Frequency — Default is no restrictions on how often a participant may request an In -Plan Roth Transfer of Non -Distributable amounts. If Plan provides for a restriction describe here. Leave blank if no restriction. ❑ (specify a number) In -Plan Roth Transfer every ❑ calendar quarter ❑ semi-annual ❑ calendar year Final Distribution Payment Orations The following payment options are available under the Governmental 457(b) Plan to a participant upon separation from service (check all that applies). ® In cash (check applicable option): ❑ full lump sum only ® partial or full lump sum ® In installment payments over a period not to exceed the life expectancy of the participant or the joint and last survivor life expectancy of the participant and his or her designated primary Beneficiary. This includes the Systematic Withdrawal Option (SWO) and Estate Conservation Option (ECO) as described in the product information booklet. ® Applied to the purchase of an annuity contract (must be checked if J&S annuityis the normal form of benefit under the Plan) ® Rollover to another eligible retirement plan or IRA ❑ Plan to plan transfer (after severance from employment) ® Combination of all permitted payment options The following payment options are available under the non-governmental 457(b) Plan to a participant upon separation from service (check all that applies). ® In cash (check applicable option): ❑ In cash as a full lump sum only ® In installment payments over a period not to exceed the life expectancy of the participant or the joint and last survivor life expectancy of the participant and his or her designated primary Beneficiary. This includes the Systematic Withdrawal Option (SWO) and Estate Conservation Option (ECO) as described in the product information booklet. ® Applied to the purchase of an annuity contract (must be checked if J&S annuity is the normal form of benefd under the Plan) ❑ Plan to plan transfer (after severance from employment) ® Combination of all permitted payment options The following payment options are available under the 401(a) Plan to a participant upon separation from service (check all that apply). ® In cash (check applicable option): Page 118 ❑ full lump sum only ® partial or full lump sum ® In installment payments over a period not to exceed the life expectancy of the participant or the joint and last survivor life expectancy of the participant and his or her designated primary Beneficiary. This includes the Systematic Withdrawal Option (SWO) and Estate Conservation Option (ECO) as described in the product information booklet. ® Applied to the purchase of an annuity contract (must be checked if J&S annuityis the normal form of benefit under the Plan) ® Rollover to another eligible retirement plan or IRA ❑ Plan to plan transfer (after severance from employment) ® Combination of all permitted payment options The following payment options are available under the 403(b) Plan to a participant upon separation from service (check all that applies). ® In cash (check applicable option): ❑ full lump sum only ® partial or full lump sum ® In installment payments over a period not to exceed the life expectancy of the participant or the joint and last survivor life expectancy of the participant and his or her designated primary Beneficiary. This includes the Systematic Withdrawal Option (SWO) and Estate Conservation Option (ECO) as described in the product information booklet. ® Applied to the purchase of an annuity contract (must be checked if J&S annuityis the normal form of benefit under the Plan) ® Rollover to another eligible retirement plan or IRA ❑ Plan to plan transfer (between different 403(b) plans and after severance from employment) ❑ Exchange (between vendors or products within the same plan and after severance from employment) ® Combination of all permitted payment options 1. Money Source Withdrawal Sequence The withdrawal or liquidation sequence for money sources available to fund a withdrawal from the Governmental is identified below. Money will be withdrawn from participant investment options on a pro -rata basis. Fixed Account restrictions may apply; refer to Schedule I. Employee Elective Deferrals Rollovers from another 457(b) Plan Rollovers from a 401 (#(k) or 403(b) Plan or IRA Designated Roth Roth Rollovers from another 457(b) Plan Roth Rollovers from a 401(k) or 403(b) Plan In Plan Roth Rollover Rollover of In Plan Roth Rollover from a 401(k) or 403(b) Plan Employer Contribution Other (Please specify) The withdrawal or liquidation sequence for money sources available to fund a withdrawal from the non-governmental 457(b) a is identified below. Money will be withdrawn from participant investment options on a pro -rata basis. Fixed Account restrictions may apply; refer to Schedule 1. Employee Elective Deferrals Employer Contribution Other The withdrawal or liquidation sequence for money sources available to fund a withdrawal from the is identified below. Money will be withdrawn from participant investment options on a pro -rata basis. Fixed Account restrictions may apply; refer to Schedule E. Employee Elective Deferrals Employee Mandatory Contribution Page 119 Employer Contribution Rollover Designated Roth Roth Rollover In Plan Roth Rollover After-tax Contribution Other (Please specify) The withdrawal or liquidation sequence for money sources available to fund a withdrawal from the 403(bjl is identified below. Money will be withdrawn from participant investment options on a pro -rata basis. Fixed Account restrictions may apply; refer to Schedule E. Employee Elective Deferrals Employee Mandatory Contribution Employer Matching Contribution Employer Discretionary Contribution Other Employer Contribution Rollover Designated Roth Roth Rollover In Plan Roth Rollover After-tax Contribution Other (Please specify) 2. Mandatory Distributions Mandatory distributions for terminated participants apply under: ❑ the Governmental 457(b) plan ❑ the 4610 plan ❑ the 403(b) plan ❑ NIA - no mandatory distributions permitted. If applicable, for purposes of mandatory distributions, rollover contribution balances will be: ❑ included in determining participant account balance ❑ excluded in determining participant account balance. If applicable, select one of the follovdng options regarding the automatic rollover of mandatory distributions pursuant to Code section 401(a)(31). All mandatory distributions /rollovers must be initiated by the Plan Sponsor. ❑ Plan Sponsor has elected to reduce mandatory distribution limit from $5,000 to $1,000. ❑ Plan Sponsor has elected to require mandatory distribution of participant accounts up to $5,000. Participant account's with a balance of less than or equal to $1,000.00 will be paid to the participant in a single lump sum cash distribution. Participant accounts with a balance between $1,000.01 and $5,000.00 will be rolled over into an IRA at: ❑ Voya Rollover IRA —If this option is elected, the Plan Sponsor must complete the "Voya Automatic Rollover/Mandatory Distribution Agreement." ❑ Non-Voya Rollover IRA— provide the following information: Name of IRA Provider: Contact Name: Street Address: City/State/ZIP: Page I20 Plan Name(s) Schedule A: Scope of Contractor Services The Contractor agrees to provide the Plan with the services listed within this Schedule for the tens of this Agreement. For purposes of this Schedule, all references to "participant" are intended to apply equally to all account holders under the Plan. This includes participants, beneficiaries and alternate payees. 1. The one-time preparation and implementation of a Plan -specific product and service conversion or transition schedule which shall include notice to all Plan participants. 2. The initial installation of overall Plan records and individual Plan participant records. 3. To assist the Plan Sponsor and its legal counsel, the Contractor will, to the extent it has one available, provide a specimen plan document upon your request. As a specimen plan, you and your legal counsel may modify the document(s) to reflect your Plan design needs. 4. The development of Plan enrollment materials, including basic investment education material. The distribution of such materials, including the Summary Plan Description, shall be as mutually agreed upon by the panties. 5. Conducting introductory on-site education and enrollment meetings for employees. Ongoing provision of employee enrollment and education services, including the provision of enrollment materials which include the necessary information for employees to enroll and make investment choices. Enrollment materials will be made available via the Contractor's enrollment website. 6. Ongoing allocation of Plan contributions received in Good Order to individual participant accounts, and reconciliation of Plan and participant activity on a daily basis. For purposes of this provision, Plan contributions are deemed to include loan repayments (if applicable) and non -routine contributions, such as rollovers or plan to plan transfers, if permitted under the Plan. 7. Contractor will perform one test per month beginning in October through December on each participant account per Plan covered by this Agreement for the limit on elective deferrals pursuant to Code section 402(g) and/or 457(e)(15) and on the annual additions limit in accordance with Code section 415(c), if applicable. If the Plan Sponsor sponsors more than one plan, the Contractor will not aggregate the plans for testing purposes, unless specifically agreed to Wthin this Agreement. 8. Ongoing maintenance of participant beneficiary designations under the Plan based upon mutually agreed upon procedures which shall be reflected in the Plan document. Participants may designate a beneficiary via the Contractors participant intemet site or by speaking with a customer service representative via a toll free telephone line. Beneficiary designations will be maintained on a prospective basis only. The Contractor does not accept existing beneficiary designations at the time of Plan installation. If the Plan requires spousal consent, the Contractor's online beneficiary maintenance service volt require any participant who has identified themselves as being married and who does not designate a person identified as his or her spouse as the 100% primary beneficiary (regardless of what percentage is reflected in your Plan) to complete and submit a paper beneficiary designation form. If the Plan provides for a Qualified Pre -Retirement Survivor Annuity (QPSA) benefit, the Contractor's online beneficiary maintenance service will require any participant who has identified themselves as being married and who does not designate a person identified as his or her spouse as the 100% primary beneficiary (regardless of what percentage is reflected in your Plan) to complete and submit a paper beneficiary designation form. Community Property Edit This optional feature of the online beneficiary maintenance service will take into account community property laws applicable in the participant's resident state at the time that he or she is making a beneficiary designation. When this service has been elected, the Contractors online beneficiary maintenance service will require any participant who has identified themselves as being married or in a registered domestic partnership or a civil union and who does not Page 121 designate a person identified as his or her spouse or domestic partner as a primary beneficiary for at least the percentage prescribed under the community property laws to complete and submit a paper beneficiary designation form. ❑ The Plan Sponsor elects to utilize the Contractors Community Property Edit feature as described above. 9. Ongoing maintenance, recordkeeping of individual participant account records and processing in a timely manner of all transactions permitted under the Plan as authorized or approved by the Plan Sponsor. Any delegation of the Plan Sponsor's role of authorizing or approving transactions under the Plan to the Contractor will be as directed later within this Schedule or other written instrument between the parties. Such direction shall not be construed as delegating Contractor discretion with respect to such decision. Recordkeeping Multiple Payroll Locations As an opfional service to the Plan Sponsor, the Contractor may maintain participant data by payroll location as provided by the Plan Sponsor. ❑ The Plan Sponsor elects to utilize the Contractor's multiple payroll location recordkeeping service as described above. 10. Ongoing generation of periodic Plan activity reports for Plan Sponsor use, as mutually agreed upon, to be made available through a secure website. If the Plan Sponsor has elected the Contractor's multiple payroll location recordkeeping service, the Contractor may segregate Plan Sponsor reporting (available via the Sponsor Web) by payroll locafion. Should the Plan Sponsor elect this optional service, the participant's location code or indicator must be included in the census or payroll data files submitted by the Plan Sponsor. If the division / sub -location indicator for a participant is blank, a default indicator will be assigned to the participant's account. ❑ The Plan Sponsor elects to utilize the Contractor's plan sponsor reporting by payroll location service as described above. 11. Voya is authorized to share participant information with the firm administering and/or servicing the below referenced plans. I acknowledge and understand that it is my responsibility to contact Voya to revoke access should this change. ❑ I do not authorize Voya to share participant information. 12. Sponsor Fee Disclosure for Non -ERISA' plans only Post monthly plan -level fee and expense disclosure reports (as outlined in DOL regulation §2550.408b-2) to Sponsor Web (and Third Party Administrator Website, if applicable) if elected below. ❑ Yes ❑ No Required for ERISA plans Participant Fee Disclosure for Non -ERISA' plans only Post monthly Participant Fee Disclosure report (in accordance with DOL (in accordance with DOL §2550.404a-5) to Sponsor Web, Participant Web and Third Party Administrator Website, if applicable) if elected below. ❑ Yes ❑ No Required for ERISA plans 13. Ongoing processing of participant -initiated benefit payment requests received in Good Order, calculation and withholding of federal and state taxes, and the provision of necessary tax forms on a timely basis to participants who received taxable distributions during the previous year. 14. Establish and maintain an electronic interface with the Plan Sponsor for participant enrollment information (including automatic enrollments) and changes to the participant's contribution amount or rate, as provided in Appendix I, II and III to Schedule A. Page 122 15. Access to customer service representatives via a toll free telephone line to respond to Plan participant inquiries, provide information about participants' accounts and investment options, help facilitate the enrollment of an employee into the Plan and to distribute administrative forms. 16. Access to an automated voice response system via toll free telephone lines, through which participants may obtain updated account and investment information and initiate transactions permitted under the Plan. Access to an intemet site and mobile app, through which participants may obtain updated account and investment information, and initiate transactions permitted under the Plan and request forms for initiating certain transactions as permitted under the Plan. The Contractor provides a Personal Identification Number (PIN) for secure Participant online account registration as well as for customer service support by phone. A unique, temporary PIN is delivered by the U.S. Postal Service to Participants shortly after their account is established. To facilitate account access, temporary PINS can be delivered by email to Participants upon request. This process requires at least one Employer email domain to be provided to the Contractor. ® The Plan Sponsor authorizes the Contractor to provide temporary PINS by request of Participants to designated Employer email addresses. The following domains are registered to the Employer and provided for this purpose. Example: @employer.com. 17. The Contractor has an ongoing commitment to advancing the retirement readiness of your participants which includes our continued addition of self-service planning tools to the participant internet site and mobile app along with the availability of phone and local Voya Financial Advisors representatives to assist individuals with their broader financial needs. These services are offered outside of the recordkeeping services described in this Agreement and are not subject to ERISA. If individuals elect fee-based services, fees are charged directly to the employee and will not be withheld from any plan participant account. In order to facilitate the delivery of the services, the Contractor may use participant data to the extent and for purposes authorized by the participant whose data is being used. Securities and investment advisory services offered through Voya Financial Advisors, Inc., member SIPC. ❑ The Plan Sponsor elects to utilize the Contractor's retirement readiness tools as described above. 18. Access to a Sponsor Web site, through which a Sponsor may obtain reports and access a data capture facility that allows the Sponsor to include non -Contractor plan administrafive service fees and expenses on the Department of Labor regulations §2550.404a-5 participant fee disclosure document. The Sponsor must select a primary contact by completing an administrative form to be provided by the Contractor. OPTIONAL (High Service model): 19. Incoming Rollovers /Transfers Authorization Ongoing review and processing of participant -initiated incoming rollover or transfer requests, on behalf of the Plan Sponsor, shall be based on mutually acceptable procedures for the review, and processing of these types of requests. Incoming rollover and transfer requests determined to be in Good Order will be processed on the same business day as the assets are received by the Contractor. At the Plan Sponsor's direction, participants who have had a request denied shall be given the opportunity to appeal to the Plan Sponsor for review and final disposition of the determination. 20. Unforeseeable Emergency and/or Hardship Withdrawal Related provisions: Indicate who will be responsible for authorizing unforeseeable emergency or hardship withdrawals. Select one of the following options: ❑ the Contractor' ❑ Online Plan Sponsor approval is required " Page 123 ❑ Authorized Plan Sponsor representative ❑ planwithease.com® Authorized ❑ Other Aggregator Authorized: (firm nam ❑ Other (firm or individuals name) * The Contractor will provide ongoing review and processing of participant unforeseeable emergency or hardship withdrawal requests on behalf of the Plan Sponsor, based on the standard for the review, qualification and processing of these withdrawals as provided in Appendix N to Schedule A. ** Hardship withdrawal requests must be approved online through the Plan Sponsor Website. Paperwork is required for an Unforeseeable Emergency and/or Hardship Withdrawal and must be signed and returned to Voya by the participant. Returned paperwork is scanned into the system for online viewing and approval by an Authorized Plan Sponsor Representative or any designated approver. The Contractor will make a determination (approval and/or denial) within 5 business days of receipt of the request, and supporting documentation, in Good Order. If the request is approved, the request will be processed as of the date of favorable determination; with payment being mailed or made available electronically through ACH no later than 7 calendar days following the date of favorable determination. Permitted Frequency — Default is no restrictions on how often a participant may request an unforeseeable emergency or hardship withdrawal. If Plan provides for a restriction on frequency, it is to be noted below. Leave blank if no restriction. ❑ One withdrawal request every months. Contribution Suspension Period: N/A (effective January 1,2020, the 6 month suspension period is required to be eliminated for distributions initiated in 2020 and after). Loans will not be required for Hardship Withdrawals unless elected below: ❑ Loans will be required prior to taking a Hardship withdrawals. the plan. 21. Permissible In -Service Withdrawal Related Provisions Indicate who will be responsible for authorizing in-service withdrawals permitted under the Plan. Select one of the following options: ❑ the Contractor ❑ Online Plan Sponsor approval is required' ❑ Authorized Plan Sponsor representative ❑ planwithease.coms Authorized ❑Other Aggregator Authorized: (firm name) ❑ Other (firm or individual's name) *The Contractor's ongoing review and processing of participant -initiated withdrawal or transfer requests, on behalf of the Plan Sponsor, shall be based on mutually acceptable procedures for the review and processing of these types of requests. Withdrawals or transfer requests are processed as of the date received in Good Order, with payment being mailed or made available electronically through ACH no later than 7 calendar days following the date the request is received in Good Order. Page 124 Paperless benefit payment processing — This service allows participants to initiate benefit payment transactions (excluding annuity payments and death benefits) online through a secure website or through a toll-free customer service line and receive payment direcU from the Contractor without completing benefit request paperwork. Paperless benefit payment service is ❑ Plan Sponsor elects to utilize the Contractor's paperless benefit payment processing service. " All withdrawal requests must be approved online through the Plan Sponsor Website. Most distribution requests will no longer require a paper form to be signed. Paperwork is required when spousal consent is required for distributions and must be signed and returned to Voya by the participant. An Authorized Plan Sponsor Representative or any designated approver.will electronically review and approve all distribution requests. At the Plan Sponsors direction, participants who have had a request denied shall be given the opportunity to appeal to the Plan Sponsor for a review and final disposition of the determination. Permitted Frequency— Default is no restrictions on how often a participant may request an in-service withdrawal. If Plan provides for a restriction on frequency, it is to be noted below. Leave blank if no restriction. ❑ One withdrawal request every months. 22. Domestic Relations Order Administration Indicate who will be responsible for reviewing and qualifying Domestic Relations Orders (DRO) under the Plan. Select one of the following options: ❑ the Contractor' ❑ Authorized Plan Sponsor representative ❑ planwithease.com® Authorized ❑ Other Aggregator Authorized: (firmname) ❑ Other (firm or individual name) Ongoing review and processing of DROs on behalf of the Plan Sponsor, based on the standard for the review, qualification and processing of DROs as provided in Appendix V to Schedule A. The Contractor will make a determination within 5 business days of receipt of a DRO in Good Order. If the request is approved, the request will be processed as of the date of favorable determination; with confirmation being mailed within 2 business days following the date of favorable determination. If a DRO is not received in good order, the Contractor will work with the respective parties until the order is presented in Good Order. NOTE: If a DRO received from a state agency is related to child support payments, the Contractor will 1) set up the alternate payee account AND 2) obtain sponsor authorization if required to process the check made payment to the alternate payee or if minor, to the custodial parent for the benefit of the minor child and mail directly to the state agency per instructions in the DRO. Additional distribution paperwork and/or action from the alternate payee are not required. 23. Benefit Payment Related Provisions Indicate who will be responsible for authorizing participant -initiated benefit payment requests (including annuity payments, if permitted, and death benefits) under the Plan. Select one of the following options: ❑ the Contractor' ❑ Online Plan Sponsor approval is required " ❑ Authorized Plan Sponsor representative ❑ planwithease.00m®Authorized Page 125 ❑ Other Aggregator Authorized: (firm ❑ Other (firm or individual name)_ 'The Contractor will provide ongoing review and processing of participant -initiated benefit payment requests (including annuity payments, if permitted, and death benefits) due to participant's separation from service or death, on behalf of the Plan Sponsor, based on mutually acceptable procedures for the review, qualification and processing of these requests. The Plan Sponsor is responsible for providing the Contractor with any and all participant termination data in the mutually agreed upon electronic format, within a reasonable time period following the participant's separation from service or death. In those individual circumstances where the Contractor does not have a beneficiary designation on file for the participant and where the Plan does not provide direction to make payment to the estate of the account holder, the Contractor will seek written direction from the Plan Sponsor as to who to make payment to pursuant to the Plan. The Contractor may not make the applicable benefit payment request transaction and/or paperwork available to the participant until the termination data is received from the Plan Sponsor in Good Order. Paperless benefit payment processing —This service allows participants to initiate benefit payment transactions (excluding annuity payments and death benefits) online through a secure website or through a toll-free customer service line and receive payment directly from the Contractor without completing benefit request paperwork. Paperless benefit payment service is ❑ Plan Sponsor elects to utilize the Contractor's paperless benefit payment processing service. All benefit payment transaction requests must be approved online through the Plan Sponsor Website. Most distribution requests will no longer require a paper form to be signed. Paperwork is required for Death Claims and also required when spousal consent is required for distributions and must be signed and returned to Voya by the participant. An Authorized Plan Sponsor Representative or any designated approver.will electronically review and approve all distribution requests. Benefit payment requests are processed as of the date received in Good Order, with payment being mailed or made available electronically through ACH no later than 7 calendar days following the date the request is received in Good Order. Accounts with administrative holds due to federal tax levies will not be distributed to the participant until such time that the federal tax levy is satisfied or as otherwise resolved. Once the participant has a triggering event, or requests a distribution, if evidence of payment of federal tax levy is not received, the Contractor will first make payment to satisfy the federal tax levy and then pay any remaining distribution amount to the participant. M At the Plan Sponsors direction, participants who have had a request denied shall be given the opportunity to appeal to the Plan Sponsor for a review and final disposition of the determination. 24. Access to counseling by licensed agents or representatives for Plan participants, who are retiring or otherwise requesting a benefit payment from the Plan, based on mutually acceptable standards. 25. Ongoing processing of Required Minimum Distributions ("RMD") in accordance with the rules of Code Section 401(a)(9) for eligible Plan participants and their beneficiaries as follows: a. Participants: In the absence of an affirmative election or instructions received in Good Order from the participant on an annual basis for receiving the RMD, the Contractor is directed by the Plan Sponsor with respect to the 401(a)/(k) or 457(b) Plan to calculate and distribute the RMD amount. Withrespect to the 403(b) Plan the Contractor is directed by the Plan Sponsor to calculate the RMD amount but not distribute the RMD amount unless the participant requests such payment. The Contractor shall calculate the RMD in the following manner. For participants with either (1) no beneficiary, (2) a non -spouse beneficiary, (3) a spouse beneficiary less than 10 years younger than the participant, (4) a spouse beneficiary without a date of birth, (5) a non -individual beneficiary (e.g., charitable organization), calculate the current year RMD by dividing the account balance on 12131 of the prior year by the distribution Page 126 period under the Uniform Lifetime Table using the participant's age on 12131 of the current year. ii. For participants with a spouse beneficiary more than 10 years younger than the participant, calculate the current year RMD by dividing the account balance on 12131 of the prior year by the combined life expectancy factor under the Joint and Last Survivor Table using the ages of the participant and the spouse beneficiary on 12131 of the current year. iii. For participants who are at least 70-112 years of age in a calendar year ending on or before December 31, 2019, or age 72 in a later calendar year, and have separated from service with their employer, any distribution requested will first be reduced by the applicable RMD for the distribution calendar year, Beneficiary(ies): In the absence of an affirmative election or instructions received in Good Order from the beneficiary lies), the Plan Sponsor directs the Contractor to calculate the RMD amount in accordance with Code Section 401(a)(9) provided the Contractor has received in Good Order proper notification of the participant's death and complete beneficiary(ies) information (including the complete name and address of the beneficiary(ies)). In situations where the life expectancy rules are not available for the calculation of the RMD either because the Contractor has not received the requisite information by the date for issuing RMD payments or the beneficiary is not entitled to receive RMD under the life expectancy rules, the Plan Sponsor directs the Contractor to apply the five-year payout rule and force out a lump sum by December 31st of the fifth year following the year of the participant's death. The Plan Sponsor acknowledges that the Contractor shall not be responsible for any tax penalties or excise taxes the Plan Sponsor, Plan participants, or beneficiaries may incur as a result of the Contractor's failure to calculate and distribute the RMD amount where the failure is due to the Plan Sponsors, the Plan participant's or the beneficiaries' failure to provide the required information in a timely manner. 26. Ongoing facilitation of communications between the Contractor, the Plan Sponsor and the Plan participants based on mutually acceptable guidelines. 27. Authorized Plan Sponsor representative responsibilities for non-governmental 457(b) plans: • Plan Sponsor is responsible for the overall Plan administration, including, as applicable, ensuring Participants who have separated from service have made a distribution election in the time frame pursuant to the constructive receipt requirements set forth in the Plan document and Code. • Plan Sponsor is responsible for maintaining any deferral election(s) with respect to a participant's decision to delay commencement of benefits under the Plan. Plan Sponsor is responsible for directing the Contractor to process default election options, as applicable, under the terms of the Plan if a participant does not make a timely benefit election within the applicable time period under the terms of the Plan. Page 127 Plan Name(s) Appendix I to Schedule A: Enrollment Services Eligibility Tracking Service: This Service is required if using Participant Investment Advisory Service or Asset Allocation Made Easier as the Plan's Qualified Default Investment Alternative. Contribution Rate Change sis also required for this service. The Plan must be active on Voya's record keeping platform for the Eligibility Service to begin. Until this service begins, Voya is not responsible for providing notification to Participants. If elected, Voya will review Your Plan document to ensure compatibility with the service, and evaluate Participant eligibility based on the definition of eligibility and entry dates as outlined in the Plan document. This service is subject to Voya approval. At the time You transition the Plan to Voya, You will decide whether an employee is eligible for Your Plan. Once the implementation of Your Plan with Voya is complete, Voya will evaluate eligibility for newly eligible Participants based on the Plan's definition of eligibility and entry dates. Participants will be notified of their eligibility once they have completed all requirements outlined in Your Plan document. Notices of eligibility will be sent to Participants thirty (30) days prior to their Plan entry date. If the census data is provided to Voya less than thirty (30) days prior to a Participant's entry date, then the notices will go out once census data is received. Non -enrolled Participants will receive reminder notices of their eligibility, including information on how to enroll, on each anniversary of their eligibility date. Eligibility notification for non -deferral contributions will be reported to Your payroll directly and not to the Participant. You understand and acknowledge that Voya in providing this service is not exercising any discretion and is therefore not acting as a fiduciary when providing this administrative service. You are ultimately responsible for final determination of eligibility for Plan participation. ❑ The Plan elects Voya's Eligibility Tracking Service (please check) Plan Sponsor Responsibilities In addition to providing timely and accurate information for this service, the Plan Sponsor will be responsible for the following: • Upon transition of the Plan to this service, the Plan Sponsor will provide Voya with anniversary year to date and Plan year to date hours for all employees through the effective date of this Agreement. Subsequent submission of hours will be required on a pay period to date basis. • The Plan Sponsor is responsible for monitoring the Plan entry date window. • The Plan Sponsor will notify Voya of all rehired participants so that the participant status can be reflected properly Voya's system. • The Plan Sponsor is responsible for notifying Voya when Participants in an ineligible classification move to an eligible classification so Voya's systems will recognize these employees accordingly. • The Plan Sponsor will submit to Voya census data for eligibility tracking for all employees with each payroll. If census data is not submitted with each payroll, Voya will not provide this service. Therefore, the Plan Sponsor will be responsible for tracking eligibility until such time as census data is submitted with each payroll. • If Your Plan contains an ADP/ACP safe harbor arrangement, Plan Sponscrwil be responsible for providing ongoing annual notices to employees. Voya's notification will only cover the initial notification. • Should a participant make a deferral election through a means other than with Voya's customer service representative, voice response system or Internet site, it will be the Plan Sponsor responsibility to update its payroll system based upon the participant's election in accordance with applicable Code requirements and regulations governing the effective date of deferral elections to the Plan. Page 128 What's not covered This service is not available to You if Your Plan document contains any one of the following provisions: Participant eligibility notification will be limited to the employee deferral contribution type. Participants will not receive written notification of eligibility to make non -deferral contributions. Account allocation conditions for a contribution (e.g., last day, 1000 hour, etc.). This service does not include monitoring of eligible classes of employees (e.g., union employees). Eligibility with an entry date immediately after working 1000 hours (where completion of computation period not required). • Different eligibility criteria by more than 4 groups. • Different eligibility criteria for deferral sources Page I29 Automatic Enrollment Service: TNs service allows the,Plan.Sponsor to acp t a ce of " Plan Sponsor acknowledges its responsibility for ensuring that the Automatic Contribution Arrangement (automatic enrollment) complies with their state laws in regards to wage withholding. The payroll withholding laws of the Plan Sponsors state should be reviewed prior to implementation of this program to determine if deductions without an employee's written consent are permitted. ❑ The Plan elects the Contractors Automatic Enrollment Service (please check) Notices to all eligible participants: Plan Sponsor understands that initial and annual notices are required to be provided to participants regarding their elections in accordance with applicable regulations. Initial Notice Requirements: For plans with an Eligible Automatic Contribution Arrangement (EACA) or other Automatic Contribution Arrangement (ACA) provision, as defined under PPA and related regulations, each newly eligible employee must receive the initial notice no earlier than 90 days before the employee's eligibility date, and no later than the employee's eligibility date. Annual Notice Requirements: For plans with an EACA or other ACA provision, each eligible employee must receive the annual notice no less than 30 days before the start of each plan year. Notification Service: The Contractor provides a notification service to assist the Plan Sponsor with complying with the requirements noted above. The initial notices provide participants with an explanation of the respective feature and may include the following: • the percentage of employees' pay to be contributed to the Plan, • the investment option(s) available under the Plan, • the default investment or qualified default investment altemative ("QDIA") if an employee chooses not to affirmatively enroll and select from the available investment options. The notice will also advise employees of their right to revoke the automatic withholding and their rights to increase, decrease or stop contributions and instructions on how to do so. Annual notices are required to be provided to participants who have been automatically enrolled and remain in that status and have not changed their initial contribution amount and/or default investment option. The "notices" will remind participants of their deferral amounts and of their right to increase, decrease or stop these contributions, also including the procedure to do so. The Contractor will automatically provide both the initial and annual notices for plans that select the Contractor's Eligibility Tracking, Automatic Enrollment and/or Automatic Contribution Increase Services. Initial Contribution Amount: Participants will be automatically enrolled in the Plan, unless the participant opts out, with an initial contribution amount of $ `_ or %. Default Investment Arrangement or Qualified Default Investment Alternative (QDL4)- The Plan Sponsor understands that it has the fiduciary responsibility to choose the appropriate "defaulP investment option, and therefore, may choose from any of the investment options available under the Plan. You may not choose the Voya Stable Value Fund as the default investment option. The Plan Sponsor has selected the <<insert the applicable target date fund family name>> identified in Schedule 1 as the "default" investment option or QDIA and understands that all contributions into these funds will be based on each participant's age, not their anticipated retirement age as the investment is designed. Plan participants will be allocated to the target date funds assuming the standard retirement age of 65 ❑ Yes ❑ No The default option elected below is intended to be a Qualified Default Investment Alternative (QDIA).Target Date Family' from the "Investment Opt on Selection" section above. Page 130 ❑ The discretionary managed account option under a Participant Investment Advisory Services program (Note: Separate Agreement required - Can only be selected if noted as a QDIA.) ❑ Asset Allocation Made Easier (Note: Separate Agreement required - Can only be selected if noted as a QDIA.) The Plan Sponsor has selected to use a custom-built model portfolio (risk based or target date series) created through the Asset Allocation Made Easier service ("Service") described in section 1.14 as the "default" investment option or QDIA. Plan Sponsor understands that all contributions made under the Plan's automatic enrollment program will be allocated to the appropriate model portfolio within the series under the Service and participant's account balances will be periodically rebalanced in accordance writh the applicable model portfolio, as specified in the separate agreement that Plan Sponsor must enter into relating to the Service. The Plan Sponsor understands that contributions under this Service will be allocated to the selected risk-based model or, if target date model series is selected the allocation will be based on the participant's age, not an anticipated retirement age as they may be designed. If a target date model series is selected, Plan participants will be allocated to the Model series assuming a standard retirement age of 65 ❑ Other Investment Option (100%) Plan Sponsor understands that all contributions will be invested in this investment option until such time that a participant makes allocation changes and/or fund transfers. Permissible Withdrawals: If allowed under the Plan, an employee who was automatically enrolled may request a return of his/her defaulted deferrals (as adjusted for gain or loss) within 90 days of the date the first defaulted elective deferral was deducted from the employee's pay. Attributable matching contributions must be forfeited. The Plan Sponsor understands the applicable IRS regulations for automatic contribution arrangements only allow permissible withdrawals of defaulted elective deferrals under plans where the automatic contribution arrangements meet the EACA requirements. Please choose one of the following: ❑ Yes, the Plan will allow for permissible withdrawals. ❑ No, the Plan will not allow for permissible withdrawals. Automatic Contribution Increase Service This service will increase a participant's deferral amount based on a uniform schedule. Note: The Automatic Contribution Increase service is only available if the Plan Sponsor elects to also utilize the Contractors Automatic Enrollment Service. ❑ The Plan Sponsor elects to utilize the Contactors Automatic Contribution Increase service in accordance with the following criteria (please check) Annual Increase Schedule: ❑ Percentage -based Increase elective deferral amount by ❑ Dollar -based Increase elective deferral amount by subject to a maximum amount of/o subject to a maximum amount of $ Participants to be subject to the automatic contribution increase service are (choose one option): ❑ All new participants enrolled between and (mm do) (mm dd) ❑ Automatically enrolled participants only —subject to the following grace period: ❑ No grace period ❑ 365 day grace period Contribution Source for Automatic Contribution Increase: ❑ Employee elective deferral contributions ❑ Employee voluntary contributions ❑ Other (describe) The first automatic increase will take place the first day of the Plan year following the year of initial participation, subject to the grace period election above. For example, if the plan year started 1/1/2010 and the participant was enrolled on Page I31 1/1/2010, the first automatic contribution will increase on 1/1/2011, assuming a 365 day grace period is elected. participants will be notified 14 days prior to the increase. Enrollment Material Requirements Enrollment materials must be made available to each eligible employee at the time of enrollment (including automatic enrollment) into the Plan. The materials must include, but are not limited to the following: fact sheets for each of the available investment options, fund performance, and participant disclosure booklet. An adequate supply of enrollment materials will be provided to the Plan Sponsor by the Contractor if requested by the Plan Sponsor. Enrollment materials M be made available via the Contractor's enrollment website. The Contractor will generate a periodic report whenever employees have been identified as being eligible but not yet participating in the Plan. Included on the report will be those employees eligible to be automatically enrolled into the Plan, if the automatic enrollment service is utilized by the Plan. You must identify an individual to receive notification of when the report is available. The purpose of this report is to identify those employees who must receive a enrollment materials. It is understood and acknowledged by the Plan Sponsor and Contractor that the individual designated below is responsible for the distribution of enrollment materials to the employees identified on the report. Please indicate who should be notified when the report is available. Select one. ❑ Licensed Representative Name: Telephone: E-mail: In the event that the identified individual is removed or replaced, the Contractor is responsible for notifying the Plan Sponsor immediately in writing. ❑ Plan Sponsor Name: Telephone: E-mail: In the event that the identified individual is removed or replaced, the Plan Sponsor is responsible for notifying the Contractor immediately in writing. Default Enrollment Service: This service allows the Plan Sponsor to adopt a default enrollment feature and to establish an electronic interface with the Contractor for acceptance of enrollment and contributions in the absence of a participant -initiated enrollment into the Plan. Plan Sponsor acknowledges its responsibility for ensuring that a default enrollment complies with their state laws in regards to wage withholding. The payroll withholding laws of the Plan Sponsor's state should be reviewed prior to election of this service to determine If deductions without an employee's written consent is permitted. ❑ The Plan elects the Contractors Default Enrollment Service (please check) Plan Sponsor Responsibilities The Plan Sponsor will be responsible for providing the Contractor with timely and accurate census information at least 2 business days prior to the submission of each payroll contribution to the Contractor. The Plan Sponsor will provide the Contractor with the following census information for any participant not previously enrolled in the Plan: • Social Security Number Name • Address Date of Birth • Date of Hire This information will be provided to the Contractor in a mutually agreeable electronic format Page 132 Default Investment Arrangement - The Plan Sponsor understands that it has the fiduciary responsibility to choose the appropriate "default" investment option, and therefore, may choose from any of the investment options available under the Plan. The Plan Sponsor has selected the J4 ->,§'.in Schedule E as the "default" investment option and understands that all contributions into these funds will be based on each participant's age, not their anticipated retirement age as the investment is designed. Plan participants will be allocated to the target date funds assuming the standard retirement age of 65. The Plan Sponsor has selected the Asset Allocation Made Easier service ("Service") described in section 13,4 as the "default" investment option and understands that all contributions made under the Plan's default enrollment program will be allocated to one of the available investment allocation models under the Service. The Plan Sponsor understands that contributions under this Service will be allocated to the selected dsk-based model or, if target date model series is selected the allocation will be based on the Participant's age, not an anticipated retirement age as they may be designed. If a target date model series is selected, Plan Participants will be allocated to the model series assuming a standard retirement age of 65. The Plan Sponsor must review and approve the summary fact sheet to be included in the any applicable default investment option notice to participants for the risk based model portfolio or target date series model portfolio that is selected. The Plan Sponsor has selected 4�i0cft ;" as the "default" investment option. Plan Sponsor understands that all contributions will be invested in this investment option until such time that a participant makes allocation changes and/or fund transfers. Enrollment Material Requirements The Licensed Representative will provide enrollment materials to each participant following default enrollment into the Plan. The materials must include, but are not limited to the following: fact sheets for each of the available investment options, fund performance, participant disclosure booklet and information on how a participant can access their account to make account changes. The Plan Sponsor will notify the Licensed Representative of those employees who must receive enrollment materials. It is understood and acknowledged by the Plan Sponsor and Contractor that the Licensed Representative designated below is responsible for the distribution of enrollment materials to the employees identified as default enrolled into the Plan. Please indicate who should be notified of a default enrollment by the Plan Sponsor. ❑ Licensed Representative Name: Telephone: E-mail: In the event that the identified individual is removed or replaced, the Contractor is responsible for notifying the Plan Sponsor immediately in writing. The Plan Sponsor understands and acknowledges that the Plan Sponsor is responsible for the distribution of enrollment materials to the employees identified as default enrolled into the Plan. The Plan Sponsor will request enrollment materials from the Licensed Representative identified in Schedule 0. Page 133 Plan Nanne(s) Appendix II to Schedule A: Contribution Rate Services Contribution Rate Change Service: This service allows participants to make contribution rate changes via the Contractor's participant intemet site or by speaking with a customer service representative of the Contractor. Please note it is your responsibility to notify the Contractor of terminated employees. Contribution rate changes in fractional percentages are supported after enrollment. This service supports the older worker catch-up contribution elections (if available under the Plan). No other types of catch-up or make-up contribution options available under the Plan are supported by the service. Plan Sponsor acknowledges that it is responsible for ensuring that the Contribution Rate Change Service complies with their state laws in regards to wage withholding. The payroll withholding laws of the Plan Sponsor's state should be reviewed prior to implementation of this program to determine if deductions, and/or contribution rate changes, without an employee's written consent are permitted. The service includes increases, decreases, stops and restarts, either based on participant direction, or as directed by the Plan as a result of loans or unforeseeable emergency withdrawals or due to an Automatic Contribution Increase as described in Appendix I to Schedule A. ❑ The Plan Sponsor elects to utilize the Contactor's Contribution Rate Change service and participant Directed Contribution Rate Escalator service (described below) in accordance with the following criteria (please check). Minimum and Maximum Contribution Schedule: Pursuant to the Plan document, indicate the minimum and maximum contribution amount or rate a participant can elect. ❑ Percentage -based Employee elective deferral contributions Designated Roth contributions Employee volunta after tax contributions Other (describe) Minimum % Maximum° „ > 71 % Minimum _%Maximum` % Minimum _% Maximum' % Minimum % Maximum % If applicable, indicate the maximum total contribution percentage allowed % ❑ Dollar -based Employee elective deferral contributions Designated Roth contributions Employee voluntary (after tax) contributions Other (describe) Minimum $ Maximum $ Minimum $ Maximum $ Minimum $ Maximum $ Minimum $ Maximum $ Participant Directed Contribution Rate Escalator Service This service allows participants to elect automatic increases in deferral rates via the Contractors participant Internet site or by speaking with a customer service representative of the Contractor. Participant will indicate the frequency and amount of the contribution rate increase. The Contractor will send a reminder to the participant 30 days prior to the automatic increase. Restrictions and Limitations: • This service is only available if the Plan Sponsor elects to utilize the Contractor's Contribution Rate Change Service. • This service does not apply to catch-up contribution elections. • If there is a conflict between a participant's Contribution Rate Escalator service and the contribution limits applicable to the Plan, the participant's contribution rate escalator election will be cancelled. • The participant's contribution rate escalator election will be cancelled if participant submits a contribution rate change election pursuant to the Contribution Rate Change Service above. Page 134 Plan Nanne(s) Appendix III to Schedule A: Payroll Feedback File Payroll Feedback File If the Plan Sponsor has elected the Eligibility Tracking service, Automatic Enrollment service, the Contribution Rate Change service or offers loans, the Contractor will provide a periodic payroll feedback file through an automated process. It is the responsibility of the Plan Sponsor to update its payroll system based upon the data contained in the payroll feedback file in accordance with applicable Code requirements and regulations governing the effective date of deferral elections to the Plan. The payroll feedback file is a .csv format file which can be uploaded to most payroll systems. As an alternative, a payroll feedback report in a .pdf format can be printed and used for manual entry into a payroll system. Electronic File Delivery: Please select one of the following delivery types (required): ❑ Email: Contractor will send files in an encrypted format (access information will be provided). Please provide one or more email addresses: will send files via FTP. Please provide the FTP delivery address, ID and FTP Delivery Address: ftp:// FTP ID: FTP Password: ❑ Sponsor WeblArchive: Plan Sponsor will obtain reporting data through the Contractor's plan sponsor Internet site. The Contractor will send the periodic electronic payroll feedback file based on the information selected above until a change is provided, in writing, by the Plan Sponsor. Reporting Frequency: The Contractor will provide the automated contribution rate reporting data on the frequency that best meets the needs of the Plan Sponsor. Notification of Report Availability: The Plan Sponsor must identify an individual to receive notification of when the payroll feedback file is available. It is understood and acknowledged by the Plan Sponsor and Contractor that the individual designated below is responsible for accessing the file when notified of its availability. If the Plan Sponsor has elected to utilize the Contractor's plan sponsor reporting by payroll locafion service, identify each payroll location and the individual(s) responsible for the location. Name Location Name and/or Number: Telephone: E-mail: In the event that any identified individual is removed or replaced, the Plan Sponsor is responsible for notifying the Contractor immediately in writing. Page 135 Appendix IV to Schedule A Unforeseeable Emergency and Hardship Withdrawal Review and Approval Requirements The Contractor is responsible for the ongoing review and processing of participant unforeseeable emergency and/or hardship withdrawal requests on behalf of the Plan Sponsor. The Contractors process is based on the following procedures for the review, qualification and processing of these withdrawals under the Plan. The Contractor will review the request to determine whether it satisfies the IRS and Plan requirements for an unforeseeable emergency or hardship. To request an unforeseeable emergency or hardship withdrawal, a participant must complete the relevant paperwork and provide the appropriate documentation to support the request. Unforeseeable Emergency Approval Requirements Specifically, an unforeseeable emergency means extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the participant including: • severe financial hardship of the participant resulting from an illness or accident of a participant, the participant's spouse or of a participant's dependent (as defined in Code Section 152(a))'; • loss of the participant's property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by homeowner's insurance); or • other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the participant. `Effective in 2007, the Pension Protection Act of 2006 expanded this definition to include the participant's designated primary beneficiary. Hardship Withdrawal Approval Requirements A participant must establish he or she has an immediate and heavy financial need. The standard by which hardship requests will be evaluated shall be based upon the events that meet the safe harbor definition for an immediate and heavy financial need in compliance with the relevant hardship regulations under Internal Revenue Code Sections 401(k) and 401(m), as amended from time to time. In its evaluation, The Contractor will limit the withdrawal to the amount reasonably necessary to satisfy the financial need, which may include any amounts necessary to pay Federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution. In addition, a withdrawal shall be allowed only to the extent that such emergency is or may not be relieved through: 1) reimbursement or compensation from insurance or otherwise; 2) liquidation of the participant's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or 3) cessation of the participant's deferrals under the Plan. The determination of whether a request qualifies as an unforeseeable emergency or an immediate and heavy financial need in the case of a hardship will be based on all the facts and circumstances of the participant's specific situation. While it is a subjective decision, the Contractors process incorporates three underlying principles: consistent application of the IRS rules to similar situations; decisions must be reasonable and not arbitrary; and when there is a close call, we err on the conservative side. The Contractor takes this review process very seriously and understands the importance of consistently administering the IRS and Plan requirements. The Contractor recognizes that failure to do so, and thus treating the Plan like a savings account, can result in adverse tax consequences to the participant and to the Plan. Withdrawal requests will be reviewed in a timely manner. For requests which are approved, the Contractor will process the withdrawal as of the date of the approval. A participant, who has had a withdrawal request denied because of insufficient documentation, can resubmit his or her request to the Contractor for re -review with all applicable documentation. Page 136 A participant whose request has been denied after submission of all relevant documentation has the opportunity to appeal the decision to the Plan Sponsor. Appeals of Denied Requests The Plan Sponsor is the final authority for review of any withdrawal requests which have been denied by the Contractor. 1. A participant desiring to appeal the Contractor's decision must submit the appeal to the Plan Sponsor or its designee within 30 days of receipt of the denied request. The participant must document in a letter the reason he or she feels the request should be reevaluated and why the circumstances qualify as an unforeseeable emergency or as an immediate and heavy financial need in the case of a hardship. 2. Appeals must include all documentation submitted with the original request to the Contractor; the Contractor's determination letter and any additional supporting documentation not previously submitted. 3. The Plan Sponsor will review a participant's request within 30 business days of the date of receipt of an appeal request. 4. In reviewing the original decision, the Plan Sponsor will review the specific facts and circumstances of the participant's situation, the Contractor's analysis and the applicable IRS and Plan requirements. The Plan Sponsor's focus is on ensuring that the Contractor's decision was made in accordance with all of the IRS and Plan guidelines, as summarized above. In its appeal review, the intent of the Plan Sponsor is not to be more lenient than the law requires as this would jeopardize the favorable tax treatment for the participant and the Plan. 5. The Plan Sponsor or its designee shall provide written notification to the participant, with a copy to the Contractor, as to whether its decision is to affirm the Contractor's original decision to deny the request, or reverse that decision and approve the participant's request. 6. The Plan Sponsor's decision shall be binding on the participant, and he or she shall have no further ability to have the Plan Sponsor's decision overturned. Page 137 Appendix V to Schedule A Domestic Relation Order Review and Approval Requirements The Contractor is responsible for the ongoing review and processing of Domestic Relations Orders (DRO) on behalf of the Plan Sponsor. The Contractor's process is based on the following procedures for the review, qualification and processing of DROs which has been reviewed and approved by the Plan Sponsor. The Plan Sponsor acknowledges that the Contractor will perform this service in a ministerial capacity only and will not exercise any discretion in performing this service. The Contractor's process if followed as specified below shall constitute a valid Plan Sponsor direction to process the DRO. Definition of a Domestic Relations Order A Domestic Relations Order ("DRO" or "Order') is a court order, judgment, or decree issued under a state's domestic relations law that recognizes the right of a spouse, former spouse, child, or other dependent of a participant in an employee benefit plan to receive all or part of the participant's benefit in the plan. A Qualified Domestic Relations Order ("QDRO") is a DRO that has met the specific requirements mandated by federal law and the provisions of the Plan as determined by the Plan Administrator or its designee. A QDRO requires a qualified plan to pay all or any part of a participant's benefits to an alternate payee. An alternate payee is a spouse, former spouse, or dependent of the participant who is entitled to a portion of the participant's benefits. Requirements for QDRO In order for a participant's benefit to be assigned to an alternate payee (i.e., the spouse, former spouse, child or other dependent of the participant), a DRO that constitutes a QDRO within the meaning of the internal Revenue Code Section 414(p) must contain the required elements as outlined below as well as the Contractor's Good Order requirements. In addition, certain state rules may be imposed on domestic relations orders by statute. 1. The Order must be an original or a court -certified copy of the original, signed by the judge or clerk of the court. A fax or a photocopy cannot be accepted as they are not in compliance with the Contractors Good Order standards. 2. The Order must create or recognize the existence of an alternate payee's right to, or assigns to an alternate payee the right to, receive all or a portion of the benefits payable under the plan with respect to a participant. 3. The Order must constitute a judgment, decree or order (including approval of a property settlement agreement) that relates to provisions of child support, alimony payments or property rights to a spouse, former spouse, child or other dependent of a participant, made pursuant to a state domestic relations law (including a community property law). 4. The Order must clearly and unambiguously name each Plan to which the order applies. The Order must reflect the full Plan name as stated within the Plan document. Note: If a participant has an account balance invested with an orphaned annuity contract provider under a 403(b) plan, the participant and alternate payee must contact the orphaned annuity contract provider directly. An Order related to an orphaned annuity contract will not be managed by the Contractor. 5. The Order must provide the following participant information: • Name (full legal name) • Social Security Number • Last known mailing address • Date of Birth 'If state or local law prevents the inclusion of such information in the Order; this data must be provided to the Contractor in a letter and/or addendum, signed by the attorney that drafts the Order. Pa,ge 138 6. The Order must provide the following alternate payee' information: • Name (full legal name) • Social Security Numberz • Last known mailing address • Date of Birth 'If the alternate payee is a minor child, the name of the custodial parent is needed in the Order. zlf state or local law prevents the inclusion of such information in the Order; this data must be provided to the Contractor in a letter and/or addendum, signed by the attorney that drafts the Order. 7. The Order must include the exact dollar amount or percentage of the participant's benefits to be paid by the Plan to each alternate. 8. If the participant has an outstanding and/or defaulted loan, the Order must indicate if the outstanding and/or loan balance should be used in determining the amount due. 9. The Order must specify the exact date or the payment period to which the Order applies (i.e., the determination or valuation date). Participant accounts are valued each business day the New York Stock Exchange is open. 10. The Order must clearly indicate if the dollar amount or percentage should be adjusted for any earnings (gainsllosses) from the determination/valuation date to the date the assets are segregated, and if these should be segregated on behalf of the alternate payee. 11. The Order should clearly specify whether the participant's vested or total account balance is to be used in determining the alternate payee's portion he or she is entitled to. Generally, the vested account balance is used for calculation purposes. Account values fluctuate with market conditions. The Contractor will verify whether there are sufficient funds available for segregation from the participant's account in the amount of the court ordered award to the alternate payee(s). The Contractor will not be liable for any damage (actual or alleged) resulting from such actions. If the dollar amount specified is above the current balance, the Order may be rejected. Only vested benefits may be paid. If the participant is partially vested, and the award is for more than the presently vested amount, payment of the non -vested portion may not be made to the alternate payee until the participant has become vested in that amount. 12. If the Plan has non-core investment options (e.g., life insurance, self-directed brokerage account, certificate of deposit, etc.) the Order must not require that amounts be redeemed from non-core investment options. To the extent that amounts invested in the core investment options are not sufficient to satisfy the Order, the Contractor will not approve the Order until the participant has transferred from the non-core investment option into the core investment options the amount necessary to satisfy the Order. 13. The Order must provide that the calculation of the amount of the participant's benefit to which the altemate payee is entitled to be readily calculable and according to records currently available to the Contractor. Pursuant to this requirement, the Contractor will not accept any Order that requires calculations prior to the time the Contractor began providing services to the Plan. 14. A plan may specify a date as of which QDROs are allowed under the Plan (such as Orders dated after a specified date, e.g., January 1, 2002). Court orders which pre -date the allowance of QDROs under the Plan may not be accepted. If no date is specified, the presumption is the Plan has always allowed QDROs. 15. The Order must not require the Plan to provide any type or form of benefit or any option, not otherwise provided under the Plan. Also, the Order cannot require payment to an alternate payee in the form of a qualified joint and survivor annuity in favor of the altemate payee and his or her spouse. 16. The Order must not require the Plan to provide increased benefits (determined on the basis of actuarial value). 17. The Order must not require any payment of benefits to an alternate payee that are required to be paid to another alternate payee under a previously issued QDRO. Page 139 18. The Order must not provide for tax treatment of the account other than as required under federal law and regulations. If the Order is for a minor, taxes will be withheld from the amount that is ultimately paid from the minor's account unless the Order specifies otherwise. 19. The Order may state the segregated amount shall be distributed to the alternate payee, or the custodial parent for the benefit of a minor, if applicable, as soon as administratively feasible after the Contractor's acceptance of the Order as a QDRO. The custodial parent for the minor will need to contact the Contractor at (800) 584-6001 to obtain a distdbution form. The distribution can only be made payable to the custodial parent for the benefit of the minor. Taxes of 10% will be withheld from the minor's distribution and the Form 1099-R will be reported to the participant. NOTE: If this pertains to a Qualified Domestic Relations Order received from a state agency related to child support payments, the Contractor will 1) set up the alternate payee account AND 2) obtain sponsor authorization if required to process the check made payment to the altemate payee or if minor, to the custodial parent for the benefit of the minor child and mail directly to the state agency per instructions in the Order. Additional distribution paperwork and/or action from the alternate payee is not required. If the Order meets all of the approval requirements listed above, it will be given effect and the Contractor will send notification of approval to the involved parties and their counsel. If the order fails to meet one or more of the approval requirements listed above, it will be rejected. A letter notifying the involved parties of the rejection will be mailed, together with an explanation. Provision of Summary Plan Description to Alternate Payee The Plan Sponsor acknowledges that they, and not the Contractor, shall be responsible for providing a Summary Plan Description to an Alternate Payee within 90 days after benefits become payable to the Alternate Payee, in accordance with ERISA Section 104(b)(1). The Contractor shall be responsible for providing a Summary Plan Description to an Alternate Payee within 90 days after benefits become payable to the Alternate Payee, in accordance with ERISA Section 104(b)(1). Payments to the Alternate Payee The alternate payee may receive an immediate or deferred payment in accordance with the distribution options provided under the Plan. The alternate payee must complete and submit applicable disbursement paperwork for such distributions. Such paperwork is available by contacting a customer service associate. Page 140 Schedule B: Loan Program Terms of Contractors Loan Program ("Loan Program"): • Types of Loans Permitted — select all that apply. ❑ General Purpose ❑ Residential • Maximum number of loans that may be outstanding at any time. 1 General Purpose 1 Residential 2 Total (regardless of type of loan and assuming participant has no prior loan that has been deemed distributed, i.e. in default) • Permitted Frequency — Default is no restrictions on how often a participant may request a loan as long as the maximum number of loans is not exceeded. If Plan provides for a restriction on frequency, it is to be noted below. Leave blank if no restriction. ❑ One General Purpose loan every months. ❑ One Residential loan every months. • Minimum Loan Amount - Indicate the minimum loan amount pursuant to this Loan Program $_ • Minimum Loan Amount - Indicate the minimum loan amount by type of loan pursuant to this Loan Program • General Purpose $_ • Residential $ • Maximum Loan Amount - the maximum amount of a loan made pursuant to this Loan Program shall be an amount which, when added to the outstanding balance of any other loans to the participant from the Plan and any other qualified plan of the Employer, does not exceed the lesser of: (i) $50,000 reduced by the excess (if any) of a) the highest outstanding balance of loans from the Plan to the participant during the one year period ending on the day before the date on which such loan is made, less b) the outstanding balance of loans from the Plan to the participant on the date on which such loan was made, or (ii) one-half (1/2) of the present value of the non -forfeitable accrued benefit of the participant under the Plan. • For purposes of this limit, all plans of the Employer shall be considered one plan, to the extent required by Section 72 of the Internal Revenue Code, and the balance of all loans under any plan of the Employer under which the individual participates must be aggregated in determining the maximum loan available from the Plan. The Employer will be responsible for confirming the accuracy of the loan amount available for participant and has an outstanding loan balance with an Employer sponsored plan that is not administered by the Contractor. • All assets under the participant's Account with the Contractor will be considered in determining the maximum loan amount available. • Loan Initiation Fee shall be deducted from the participant's total account balance before determining the maximum loan amount available. • Loan Interest Rate —the interest rate used for loans from your Plan must be commensurate with interest rates currently charged by persons in the business of lending money for loans which would be made under similar circumstances. The Contractor will set the loan interest rate on the first business day of each calendar month following the month in which a change in the loan interest rate index occurs. Changes to the loan rate will be applicable to loans issued on or after the first business day of the month following the month in which the rate is changed. The index for establishing the loan interest rate for the Plan is as follows. Select one of the following options: ❑ The Prime Interest Rate published in the Wall Street Journal on the last business day of each month. ❑ Moody's Corporate Bond Yield Average — Monthly Average Corporates, as published by Moody's Investors Service, Inc. on the last business day of each month. Page 141 The following adjustment factor is to be added to the indexed interest rate for loans issued under the Plan. Select one of the following options. ❑ No adjustment ❑ 0.5% (one-half percent) ❑ 1.0% (one percent) ❑ 1.5% (one and one-half percent) ❑ 2% (two percent) ❑ 2.5% (two and one-half percent) ❑ Other (specify)' Subject to the Contractor's underwriting review and approval. • Loan Repayment Frequency - The loan repayment frequency will be used to amortize the loan and calculate loan repayments. The loan repayment frequency will be determined by the payroll frequency. Check all that apply. If more than one frequency is checked, indicate the payroll location name or number to which the frequency applies. Frequency ❑ Weekly ❑ Bi -weekly ❑ Semi -Monthly ❑ Monthly ❑ Annually Location Name or Number (list all that apply) • Loan Repayment Method — Select one of the following options. ❑ Payroll deduction, subject to the Loan Repayment Following Separation from Service option shown below. ❑ ACH debit to the participant's bank account • Loan Repayment Following Separation from Service — Are participants that have separated from service permitted to continue loan repayments? ❑ Yes —Plan Sponsor understands and agrees to the conditions noted below. ❑ No Conditions: 1. Must be permitted under the Plan document. 2. Plan Sponsor is responsible for providing the Contractor with any and all participant termination data in a mutually agreed upon electronic format. 3. Loan repayments for participants that have separated from service will be made via ACH Debit to the participant's bank account. 4. Should the participant take a full distribution of his or her account balance, the outstanding loan will be automatically defaulted. • Prepayment - Prepayment of the full loan amount will be allowed at any time, without penalty. Partial loan prepayments are not permitted. • Loan payoffs received by ACH or check, if applicable, are subject to a seven business day hold which may impact loan availability • Maximum loan repayment period — Intemal Revenue Code section 72(p) requires a plan loan be repaid in full no later than 5 years from the date of the loan (except for a loan used to acquire a principal residence of the plan participant). Accordingly, it may be necessary to provide for a loan repayment term that is less than 60 months in order to meet the Code section 72(p) requirement (e.g., 57 or 58 months, etc.). General Purpose _(maximum of 57 months.) Residential _ (maximum of 360 months.) • Investment of Loan Repayments - Loan repayments will be allocated in accordance with the participant's current contribution investment allocation instructions on the date a loan repayment is received in good order. Page 142 • Loan Default Restrictions - If the participant defaults on any loan under the Plan, the participant shall not be allowed to initiate another loan of that type under the Plan until the defaulted amount is repaid. • Loan Initiation Fee - The Contractor shall charge a one-time fee to the participant at the time of loan for services rendered under this Loan Program, in the amount of $75 per loan. • Annual Loan Administration Fee - The Contractor will charge an ongoing annual administration fee in the amount of $25 to the Participant's account for each outstanding loan for the Participant under this Loan Program. • Money Source Withdrawal Sequence The withdrawal or liquidation sequence for money sources available to fund a loan from the Governmental 457(b) Plan is identified below. Employee Elective Deferrals Rollovers from another 457 Plan Rollovers from a 401(a)I(k) or 403(b) Plan or IRA Other (Please specify) The withdrawal or liquidation sequence for money sources available to fund a loan from the is identified below. Employee Elective Deferrals Employee Mandatory Contribution Employer Contribution Rollover After-tax Contribution Other (Please specify) The withdrawal or liquidation sequence for money sources available to fund a loan from the 403(b) Plan is identified below. Employee Elective Deferrals Employee Mandatory Contribution Employer Matching Contribution Employer Discretionary Contribution Other Employer Contribution Rollover After-tax Contribution Other (Please specify) • Fund Withdrawal Sequence — money will be withdrawn from participant investment options on a pro -rata basis. the <<Fund Name — Share Class>> (fund #XXXX) is the designated 403(b)(7) Loan Investment Option. The designated 403(b)(7) Loan Investment Option is to be used to initially fund a loan. To the extent the amount in the designated 403(b)(7) Loan Investment Option is insufficient to fund the loan, assets will be withdrawn from the participant's other investment options on a pro -rata basis. If this is still insufficient to fund a loan, an exchange from the 403(b)(1) annuity will be processed automatically. • Spousal Consent — indicate if spousal consent is required for loans from the Plan ❑ Yes ❑ No Loan Authorization — indicate who will be responsible for authorizing loan disbursements. Select one of the following options: ❑ the Contractor, based on the loan provisions of the Internal Revenue Code Section 72(p), corresponding regulations and terms of the Loan Program as identified in this Schedule. ❑ Online Plan Sponsor approval is required* ❑ Authorized Plan Sponsor representative ❑ Planwithease Authorized ❑ Other Aggregator Authorized: (firm name) ❑ Other firm or individual's name) Page 143 'All loan requests must be approved online through the Plan Sponsor Website. Most loan requests will no longer require a paper form to be signed, Paperwork is required for Residential Loan requests and also required when spousal consent is required and must be signed and returned to Voya by the participant. An Authorized Plan Sponsor Representative or any designated approver.will electronically review and approve all distribution requests. Include the following bullet o�if a Voya Administration service model is to be used for loans and spousal consent is not required. Paperless Loan Processing — This service allows Plan participants to initiate general purpose loans online through a secure website or through a toll-free customer service line and receive a check directly from the Contractor without completing loan request paperwork. The loan provisions (Promissory Note and Truth and Lending Disclosure) are included on the check remittance. By endorsing the check, the participant accepts the terms of the loan. Paperless loan processing service is not available if the Plan requires additional qualifying criteria for loans (e.g., hardships or unforeseeable emergency) or if the Plan requires spousal consent for loan requests. This service is not available for residential loan requests. ❑ Plan Sponsor elects to utilize the Contractor's paperless loan processing service. Loan Default Monitoring — Where the Contractor is recordkeeping loans under the Plan, the Contractor will perform loan default monitoring as described herein. The loan default process will occur on the next to last business day of each month. This schedule allows us to effectively monitor and take action on loans that risk default. The Plan Sponsor agrees that the Plan document shall identify the Grace Period as the last business day of the calendar quarter following the calendar quarter in which the loan repayment was due. You also agree to have the Contractor actively monitor and alert participants of potential loan defaults and defaulted loans. The Plan Sponsor will be responsible for loan default monitoring under the Plan as described herein. The Plan Sponsor agrees to monitor loans and direct the Contractor on actions to be taken regarding missed loan payments. It is the Plan Sponsor's responsibility to notify the Contractor when a loan is to be defaulted. It is the Plan Sponsor's responsibility to alert participants of potential loan defaults and defaulted loans. The grace period to be used to administer all existing and future loans will be as noted below. Select one of the following options. ❑ _months (cannot extend beyond the end of the quarter following the quarter the loan payment was missed.) ❑ The end of the quarter following the quarter the loan payment was missed. • Loans extended under this Loan Program will be facilitated through a custodial agreement or trust agreement, as applicable, with Voya Institutional Trust Company. Plan Sponsor Responsibilities: Ensure the Plan document and any applicable statellocal law allows for loans to be administered in accordance with the terms of this Loan Program. Include the following bullet If the Plan Sponsor has elected to authorize ban requests • An authorized Plan Sponsor representative will determine if a requested loan may be made under the Plan, and notify the Contractor electronically through a secure website or in writing by signing and submitting the participant Loan Request form to the Contractor. Include the following bullet if the Plan Sponsor has elected to have Voya authorize loan requests • The Plan Sponsor will inform the Contractor of the any change to the provisions of the Loan Program (and thus the criteria for approving loans under the Plan) as identified in this Schedule. Include the following 2 bullets if bans are to be repaid via payroll deduction, otherwise delete both bullet items. • Establish payroll deduction of loan repayment amount for each participant with an approved loan. • Remit loan repayment amounts via the payroll submission tool being utilized by the Plan Sponsor on behalf of each active participant with an approved loan. The data provided is to include the loan identifier and repayment amount. • Notify the Contractor of any participant with an outstanding loan who begins a leave of absence, either bona fide (for a period of not more than one year) or due to uniformed service (military duty) and for whom suspension of loan repayments will apply. The data provided is to include the type of leave, the start date and the end date. Page 144 Include the following bullet (and numbered items) if the Plan Sponsor has elected to monitor loan defaults • The Plan Sponsor will notify the Contractor, in writing when a participant loan should be defaulted. The Contractor will only default participant loans upon written direction from the Plan Sponsor. A confirmation statement will be sent to participants following the processing of a loan default. Each calendar quarter, the Contractor will provide the following reports to the Plan Sponsor through a secure web site: 1. Report of all loans activity during the reporting pedod , including defaulted loans 2. Report of all participants with an outstanding loan balance during the reporting period. Contractor Responsibilities. DELETE the following bullet if the Plan Sponsor has elected to monitor and set the loan interest rate • The Contractor will set the interest rate to apply to loans issued under the Plan. Such rate will be determined monthly for new loans. A loan will be processed using the rate in effect when the loan request package is sent to the participant. The loan request package and interest rate will be valid for a maximum of 30 days. The Contractor will reset the loan interest rate as indicated in the Loan Interest Rate section above. The rate will apply for the duration of the loan. • Process loans from a participant's account in accordance with the terms of the Loan Program and the loan request package. The Contractor will rely on information provided by the Plan Sponsor or its designee to monitor regulatory limitations when issuing loans. The Contractor will not be responsible for any errors resulting from the failure of the Plan Sponsor or its designee to provide complete and accurate information. • Deduct the loan amount from the participant's account based on the Money Source Withdrawal Sequence selected above, on a pro -rata basis across all current investment options within the participants account or such other method as agreed upon between Contractor and the participant. • Generate reports, including a Loan Amortization Report, to be made available to the Plan Sponsor through a secure website. If the Plan Sponsor has elected to utilize the Contractor's plan sponsor reporting by payroll location service, the Loan Amortization Report will be segregated by payroll location. • Fumish participants with quarterly account statements, reflecting loan activity since the prior statement date. • Provide the Plan Sponsor with the loan repayment amount for each participant loan as determined by the level amortization calculation applicable to the amount of the loan, the repayment frequency, and selected repayment period. Loan repayment amounts will be provided through an automated periodic payroll feedback file as described in Appendix III to Schedule A. Loans can be re -amortized only upon written direction from the Plan Sponsor and only if there has been a change in the borrower's payroll frequency or status. Outstanding loans cannot be refinanced. • Upon notice from Plan Sponsor that a participant with an outstanding loan is on a qualifying leave of absence, loan repayments may be suspended for the maximum period permitted under IRS rules. Currently, IRS rules permit loan repayments to be suspended in the following circumstances: • A participant on a bona fide leave may suspend payments for up to one year if the pay received by the participant during this period is less than the amount of the installment payments required under the terms of the loan. However, the loan must still be repaid by the end of the loan tens (i.e., the period of suspension will be less than one year if the loan was within one year of the final payment due date when the leave began). • A participant on a leave of absence due to performance of the uniformed services (as described under Internal Revenue Code Section 414(u)), may elect to suspend loan repayments for the period of uniformed service. In this situation, upon the participant's return from uniformed service, the loan repayment period will be extended by a period equal to the length of the uniformed service. DELETE the following bullet if the Plan Sponsor has elected to do the loan default monitoring themselves. • The Contractor will monitor loan repayments and perform default processing if there is an outstanding balance after the scheduled loan maturity date or there is more than one scheduled loan repayment not received by the end of the Grace Period. Should this occur, the entire loan will be in default. Each month, we will generate a warning notification to any participant who has missed more than one loan repayment during the previous quarter or has an outstanding balance after the scheduled loan maturity date. The notification will describe the implications of missing a loan repayment and the date on which the loan will be defaulted unless a repayment is promptly received. At the Page 145 same time, we will generate a series of loan reports as noted below to be made available to the Plan Sponsor through a secure website. If the Plan Sponsor has elected to utilize the Contractor's plan sponsor reporting by payroll location service, these following reports will be segregated by payroll location. 1. Missed First Loan Payment Report — reflects loans with a first payment due during the current or previous month and have not had any loan payments applied. 2. Delinquent Loans Report — reflects loans that had any missing payments during the current month. 3. Loans Past Maturity Report — reflects loans that had a loan payoff/maturity date during the current month but have an outstanding loan balance. 4. Deemed/Offset Loans Report — reflects loans that were deemed or offset due to not being paid by the grace period applicable to the Plan. On the last business day of the calendar quarter we will default any loan in which the grace period expires that day. A confirmation statement will be sent to participants for whom a loan default is processed. • Compute and withhold federal and state income taxes, as required by law, for loan defaults or withdrawals from the Plan in order to repay outstanding loan amounts in full, in accordance with the Internal Revenue Code and applicable guidance. The Contractor will forward, within the applicable time limit, the appropriate information return reflecting the amount of the defaulted loan disbursement and taxes withheld to the appropriate taxing authority and to the participant. Page 146 P*X Schedule Q Administrative Requirements For purposes of this Schedule, all references to "participant' are intended to apply equally to all account holders under the Plan. This includes participants, beneficiaries and alternate payees. 1. Participant account statements and Plan Sponsor reports shall reflect accurate information with regard to contributions, allocations, earnings and withdrawals. Plan Sponsor agrees to review statements, IRS filings and other report or documents produced by the Contractor and to promptly identity in writing any errors or discrepancies. The Contractor agrees to correct any errors it is promptly notified of without charge. The Contractor will not have any additional liability for errors, unless due solely to its gross negligence. 2. Participant account statements include detail regarding all transactions since the prior statement date. If the Plan is subject to ERISA, participant account statements will include any messages and fee disclosure required by law. Plan Sponsor must indicate if the following optional messages are to be displayed on statements to your Plan participants. No election will indicate that you do not wish to have these messages displayed in statements to your participants. ❑ Permitted Disparity: This Plan includes a formula for allocation of certain employer contributions based on the permitted disparity (Social Security integration) rules. Under the permitted disparity rules, contributions or benefits may be provided at a higher rate with respect to compensation above a specified level and at a lower rate with respect to compensation at or below that specified level. Please see your Summary Plan Description for information on the permitted disparity rules that apply to this Plan. ❑ Floor Offset: This Plan includes a floor -offset arrangement, which means the benefit under this Plan is reduced by benefits accrued under another plan sponsored by the same employer. Under a floor off -set arrangement actuarial assumptions are used to convert the benefit in the other plan to an actuarial equivalent benefit in this Plan. Please see your Summary Plan Description for information on the floor off- set rules that apply to this Plan. 3. Under normal circumstances and unless otherwise authorized by the Plan Sponsor; participant statements shall be mailed within ' days of the end of a statement period. Where a participant has more than one Plan account subject to this Agreement, the account statement will reflect all Plan account balances, unless you direct the Contractor otherwise. 4. Online Statement Delivery Service: The Contractor will deliver participant statements through an internal site from which participants can securely access their account, as opposed to receiving paper statements by mail, unless you elect out of this service. Participants will receive an annual notice by mail explaining how to access statements online. A participant can elect out of online statement delivery by making an election to receive statements by mail. Such elections may be made through the Contractor's participant internal site or by speaking with a customer service representative. ❑ The Plan elects not to utilize the Contractors Online Statement Delivery Service (check is required to elect out of service) 5. Information on payout options, including a notice which satisfies the requirements of Internal Revenue Code Section 402(f), will be made available to participants through the intemet or a toll free telephone number. Additionally, upon a terminated participant's request, a licensed representative will provide to the participant education and assistance on the available payout options. & Contributions including loan repayments (if applicable) determined to be in Good Order on any day that the New York Stock Exchange is open (a "Business Day"), and prior to the close of the exchange, shall be applied to the appropriate account on that day's close of business of the New York Stock Exchange. Contributions received at any other time will be applied to the appropriate account on the next succeeding Business Day. Written confirmation of receipt and deposit will be provided to the Plan Sponsor or its designee by mail. The Contractor shall notify the Plan Sponsor or its designee by telephone within two business days of discovery of transactions received not in Good Order. If after 5 business days, transactions remain not in Good Order, the Contractor will Page 147 require the Plan Sponsor to provide written consent for the Contractor to continue holding the amount of the contributions related to the not in Good Order transactions in a non-interest bearing suspense account. If after 14 business days, the transactions remain not in Good Order, the amount of the contributions received not in Good Order will be refunded to the Plan Sponsor. All correspondence and marketing materials written specifically for the Plan Sponsor, the Plan participants and the Plan Sponsor's employees shall be provided to the Plan Sponsor or its designee for approval prior to the scheduled date of publication or distribution. A calendar year-end report shall be delivered to the Plan Sponsor, by March 3V of the following year. The custom Plan Review took includes Plan -specific data on plan assets, participant counts and average balances, contribution and distribution activities, service utilization along with fund performance and Scorecard information. Industry benchmarking is available to help you compare your Plan to other comparable plans in the industry. If the Plan is subject to ERISA, the Contractor will provide fee disclosure to the Sponsor in accordance with Department of Labor (DOL) regulation §2550.408(b)(2). If the Plan is subject to ERISA, Contractor will provide participant fee disclosure in accordance with DOL regulation §2550.404a-5. The Plan Sponsor acknowledges it has received, understood and agrees to all pricing and fee information related to the services provided under this Agreement, including the investment expenses and indirect compensation disclosure document which collectively confirm with the United States Department of Labor service provider fee disclosure regulations under Section 408(b)(2) of ERISA. 10. If the Plan is subject to ERISA and the Contractor is the exclusive recordkeeper for the Plan, the Contractor will provide each Plan with their completed Form 5500 through a web -based application where sponsors can access it for review, approval and electronic filing with the DOL. It will include the appropriate schedules and the summary annual report. This service is contingent on the Contractor being the exclusive recordkeeper for the plan (including all legacy assets). The Plan Sponsor and/or plan fiduciary is responsible for reviewing the 5500 for accuracy and notifying the Contractor of any changes prior to filing. If a Plan is a multivendor plan or has legacy assets with a different vendor, then upon request Voya will provide a detailed reporting package directly to the Plan Sponsor in order to assist the Plan Sponsor in meeting the DOL's annual reporting requirements. 11. If the Plan is subject to ERISA and provides for employer matching contributions and/or employee after-tax contributions, Contractor will perform two Actual Contribution Percentage (ACP) tests per year at the Plan level, including up to one hour of consulfing. 12. The Contractor will maintain appropriate records and documents for not less than six years from document creation. Upon reasonable prior notice, each party will make available to the other such records and documents relating to this Agreement as may be required for a Plan audit. Page 148 Appendix I to Schedule C Information Sharing Agreement applicable to 403(b) Plans If this Agreement covers a 403(b) Plan, the Plan Sponsor acknowledges that the 403(b) Plan under which is funded by 403(b) annuity contract(s) and/or 403(b)(7) custodial accounts issued or administered by VRIAC ("the Voya Contracts', for purposes of this appendix) permits contract exchanges and that the Voya Contracts are available to receive both ongoing contributions and contract exchanges under the 403(b) Plan. Information sharing as described in this appendix applies to the Voya Contracts issued on behalf of a participant or beneficiary (pursuant to sections 1.403(b) -(2)(b) (3) and (12) of the Final Treasury Regulations) pursuant to an exchange from a prior issuers 403(b) contract as described in section 1.403(b) -10(b) of the Treasury Regulations under the Plan Sponsors 403(b) Plan. • Plan Sponsor and VRIAC agree to share with each other the following information from time to time: • Information necessary for the Voya Contracts, or any other contract to which contributions have been made by the Plan Sponsor under the 403(b) Plan on behalf of the participant or beneficiary, to satisfy section 403(b), including information concerning the participant's employment, if applicable, and information that takes into account the participant or beneficiary's other section 403(b) contracts or qualified employer plans (such as whether a severance from employment has occurred for purposes of the distributions restrictions in §1.403(b)- 6 of the Final Treasury Regulations and whether the hardship withdrawal rules of §1.403(b) -6(d)(2) are satisfied). • Information necessary for the Voya Contracts, or any other contract to which contributions have been made by the Plan Sponsor under the 403(b) Plan on behalf of the same individual, to satisfy other tax requirements (such as whether a plan loan satisfies the conditions in Internal Revenue Code section 72(p)(2) so that the loan is not a deemed distribution under section 72(p)(2)). • Any other information required to comply with the applicable laws and regulations. • The Plan Sponsor agrees to comply with the Final IRS 403(b) regulations which were generally effective January 1, 2009. • The Plan Sponsor agrees to provide the Contractor with a list of all issuers approved to issue 403(b) contracts to participants or beneficiaries under the 403(b) Plan and the Contractor agrees to cooperate with respect to sharing information as described in this section. The Plan Sponsor agrees to identify VRIAC and/or Voya Institutional Trust Company as an approved Investment Provider and the Voya Contracts as available under the Plan to receive both ongoing contributions and contract exchanges in a written plan as required by the January 1, 2009 403(b) regulations or any extension of such date.. • The Plan Sponsor agrees to partner with the Contractor and other approved Providers and, and if applicable, any third party administrators to develop both procedures and agreements to share participant information, as required by the 403(b) regulations, including the information mentioned above, and any other information necessary to comply with the new 403(b) regulations. • The Plan Sponsor agrees to establish a written plan that covers both required elements and any optional features and to amend the plan as may be necessary from time to time. • The Plan Sponsor agrees to review any applicable state laws and local laws and collective bargaining agreements regarding any provisions about exchanges of participant 403(b) accounts. • The Contractor agrees to request information regarding a prior 403(b) contract from the prior issuer at the time of an exchange into any Voya Contracts and provide information to any successor issuer in any subsequent exchange transaction out of any Voya Contracts. In the absence of available information regarding all or any portion of a 403(b) contract, the Contractor shall rely on the rules described in §1.403(b) -6(d)(3) of the Final Treasury Regulations. Page 149 Plan Name(s) Schedule D: Performance Standards If applicable, insert service guarantees in the chart below. Service Performance Standard(s)' Annual Penalty if Standard not met * The Contractor measures performance against standards for all its defined contribution plan sponsors. Contractor will furnish Plan Sponsor its results quarterly within 20 days after measuring performance but no later than the end of the month following each quarter -end (i.e., April 30, July 31, October 31, and January 30). " The Contractor's obligation under these performance guarantees is conditioned as follows: The Plan Sponsor shall provide the Contractor with at least 30 business days advance written notice of any determination that the Contractor has failed to perform or has insufficiently performed together with a detailed explanation of how the Plan Sponsor arrived at its determination. The Contractor shall have the right, during the ensuing 30 business days following such notice, to remedy the problem. If the Contractor satisfactorily remedies the service failure within the prescribed remedy period, it shall have no obligation to pay the performance penalty amount as to that failure. Notwithstanding the above listed penalties, the Contractor's total payment for all service failures shall not exceed $_ annually. Page 150 Plan Name(s) Schedule E: Plan Investment Options The Contractor agrees to provide Plan participants with a selection of investment options as shown below. The Plan Sponsor acknowledges that it has chosen these investment options to be made available to participants under the Plan. The Plan Sponsor acknowledges receipt and has reviewed the prospectuses for each identified investment option. Fund Legal Structure Forfeiture Account As the Plan offers one or more forms of contribution subject to vesting, an investment option is to be designated for the Forfeiture Account. The Forfeiture Account will be used to hold forfeiture Plan assets until written instructions are received from the Plan Sponsor. Amounts allocated in the Forfeiture Account Will be invested in [Fund Number. Fund Namej. Stability of Principal Disclosure Altemative One: Voya Fixed Account -457/40111 The Stability of Principal option, the Voya Fixed Account— 457140111, is not a mutual fund or variable investment option, but is a fixed interest option offered through a group annuity contract issued by VRIAC. Guarantees are based on the claims paying ability of VRIAC. VRIAC will notify the Plan Sponsor of the calendar year minimum rate(s) through the December 31st Fund Performance report (the rates will be shown in the Additional Notes section following the performance tables). This report will be available in the first few days of January through the Sponsor Website in the Investment Information section. The Plan Sponsor may also obtain the rate(s) by contacting the Contractors Primary Contact identified in Schedule N in the latter part of December. The actual credited interest rate will be the greater of the declared interest rate, the calendar year floor rate in effect and the minimum guaranteed interest rate set forth in the group annuity contract. Alternative Two: Stable Value Option (Stabilizer) The Plan Sponsor entered into a separate account group annuity contract for the Plan on <<Date>>. For additional information on the Stable Value Option, including all withdrawal rules and restrictions, please refer to the product disclosure booklet, or to the separate account group annuity contract. Altemative Three: Voya Stable Value Fund The Plan Sponsor signed a separate Participation Agreement to offer the Voya Stable Value Fund (SVF) on <<Date>>. For additional information on the Voya SVF, including all withdrawal rules and restrictions, please refer to the product disclosure booklet, as well as the Voya SVF fund fact sheet, Voya SVF Disclosure Document, and the Voya SVF collective trust document. Page I51 Stability of Principal Restrictions AltemativeOne: Voya Fixed Account — 4571401 11 Participant Withdrawals Participant withdrawals from the Voya Fixed Account — 457/401 investment option that do not result from a distributable event will be subject to equity wash restrictions. Termination of Agreement Upon your election to terminate this Agreement, the Plan assets invested in the Voya Fixed Account — 457/401 investment option as of the effective date of the termination will be paid out as described in the group annuity contract. Alternative Two: Retirement Choice 11 with Fixed Plus Account 111 Participant Withdrawals The Plan Sponsor is to choose from one of the following options relating to restrictions imposed when a participant requests a withdrawal from the Voya Fixed Plus Account III investment option. ❑ Transfer and Withdrawal Limit ❑ Equity Wash Termination of Agreement Upon your election to terminate this Agreement, the Plan assets invested in the Voya Fixed Plus Account III investment option on the effective date of the termination will be subject to "extended payout provision" rule as described in the group annuity contract. Additional Information For additional information on the Stability of Principal investment option available to the Plan, including all withdrawal rules and restrictions, please refer to the product disclosure booklet provided by VRIAC, or to the group annuity contract. Plan Sponsor should consider the investment objectives, risks, and charges and expenses of the investment options carefully before choosing to make these options available to participants under the Plan. Fund prospectuses containing this and other information can be obtained by contacting your local representative. Please read the information carefully before signing this Agreement. You may also visit our website at www.voyaretirementplans.com/sponsor to view your Plan information on-line. Page 152 Plan Names) Schedule F: Investment Provider Minimum Standards Disclosure Statement The following items summarize the minimum administrative requirements required in order for the Contractor to transact with an investment provider on the Plan's behalf: Pricing Deadlines: The investment provider must furnish the Contractor with confirmed net asset value information as of the close of trading (generally 4:00 p.m., Eastern Time) on the New York Stock Exchange ("Close of Trading') on each business day that the New York Stock Exchange is open for business ("Business Day") or at such other time as the net asset value of the fund is calculated as disclosed in the relevant then current prospectus(es) in a format that includes (i) the fund's name and the change from the last calculated net asset value, (ii) dividend and capital gains information as it arises, and (iii) in the case of a fixed income fund, the daily accrual or the distribution rate factor. Such information shall be provided to the Contractor by 6:30 p.m. Eastern Time. "Net" means after all management. service and administrative expenses are deducted. 2. Pricing Error Reimbursements: The investment provider shall agree to hold the Plan harmless for any amounts erroneously credited to participant accounts due to (i) an incorrect calculation of the fund's daily net asset value ("NAV'), dividend rate, or capital gains distribution rate or (ii) incorrect or late reporting of the daily net asset value, dividend rate, or capital gains distribution rate of a fund, by reimbursing the Contractor, on the Plan's behalf. In addition, the fund shall be liable to the Contractor for systems and out of pocket costs incurred by the Contractor in making the Plan's or the participant's account whole, if such costs or expenses are a result of the fund's failure to provide timely or correct net asset values, dividend and capital gains or financial information and if such information is not corrected by 4:00 p.m. Eastern Time of the next Business Day after releasing such incorrect information provided the incorrect NAV as well as the correct NAV for each day that the error occurred is provided. If a mistake is caused in supplying such information, which results in a reconciliation with incorrect information, the amount required to make a Plan's or a participant's account whole shall be bome by the investment provider providing the incorrect information, regardless of when the error is corrected. 3. Sales Literature: The investment provider will provide to the Contractor at least one complete copy of all prospectuses, statements of additional information, annual and semiannual reports and proxy statements, other related documents, and all amendments or supplements to any of the above documents that relate to the fund promptly after the filing of such document with the SEC or other regulatory authorities. The investment provider agrees to provide to the Contractor, in electronic format, performance updates and portfolio updates for the fund within 10 business days after the end of each calendar quarter. 4. Advertising: Advertising and literature with respect to the fund prepared by the Contractor for use in marketing shares of the fund to the Plan shall be submitted to the investment provider for review and approval before such material is used with the Plan. The investment provider shall advise the Contractor in writing within three (3) Business Days of receipt of such materials of its approval or disapproval of such materials. 5. Expense Reimbursement: The investment provider shall make available for reimbursement certain out-of-pocket expenses the Contractor incurs in connecfion with providing shareholder services to the Plan. These expenses include actual postage paid by the Contractor in connection with mailing updated prospectuses, supplements and financial reports to participants, and all costs incurred by the Contractor associated with proxies for the fund, including proxy preparation, group authorization letters, programming for tabulation and necessary materials (including postage). 6. Excessive Trading: The investment provider shall use its best efforts and shall reasonably cooperate with the Contractor to generally prevent any market timing and frequent trading activity under the Plan. See the Contractor's "Excessive Trading" Policy, Schedule J. Page 153 pjai i me(s) Schedule G: Voya Financials "Excessive Trading" Policy The Voya Financiala family of insurance companies ("Voyae"), as providers of multi -fund variable insurance and retirement products, has adopted this Excessive Trading Policy to respond to the demands of the various fund families which make their funds available through our variable insurance and retirement products to restrict excessive fund trading activity and to ensure compliance with Section 22c-2 of the Investment Company Act of 1940, as amended. Voya's current definition of Excessive Trading and our policy with respect to such trading activity is as follows. 1. Voya actively monitors fund transfer and reallocation activity within its variable insurance and retirement products to identify Excessive Trading. Voya currently defines Excessive Trading as: a. More than one purchase and sale of the same fund (including money market funds) within a 60 calendar day period (hereinafter, a purchase and sale of the same fund is referred to as a "round-trip"). This means two or more round -trips involving the same fund within a 60 calendar day period would meet Voya's definition of Excessive Trading; or b. Six round -trips within a 12 month period. The following transactions are excluded when determining whether trading activity is excessive: a. Purchases or sales of shares related to non -fund transfers (for example, new purchase payments, withdrawals and loans); b. Transfers associated With scheduled dollar cost averaging, scheduled rebalancing or scheduled asset allocation programs; c. Purchases and sales of fund shares in the amount of $5,000 or less; d. Purchases and sales of funds that affirmatively permit short-term trading in their fund shares, and movement between such funds and a money market fund; and e. Transactions initiated by a member of the Voya family of insurance companies. 2. If Voya determines that an individual has made a purchase of a fund within 60 days of a prior round -hip involving the same fund, Voya will send them a letter warning that another sale of that same fund within 60 days of the beginning of the prior round-trip will be deemed to be Excessive Trading and result in a six month suspension of their ability to initiate fund transfers or reallocations through the Internet, facsimile, Voice Response Unit (VRU), telephone calls to Customer Service, or other electronic trading medium that Voya may make available from time to time ("Electronic Trading Privileges"). Likewise, if Voya determines that an individual has made five round -trips within a 12 month period, Voya will send them a letter warning that another purchase and sale of that same fund within 12 months of the initial purchase in the first round-trip in the prior twelve month period will be deemed to be Excessive Trading and result in a six month suspension of their Electronic Trading Privileges. According to the needs of the various business units, a copy of the warning letters may also be sent, as applicable, to the person(s) or entity authorized to initiate fund transfers or reallocations, the agent/registered representative or investment adviser for that individual. A copy of the warning letters and details of the individual's trading activity may also be sent to the fund whose shares were involved in the trading activity. 3. If Voya determines that an individual has used one or more of its products to engage in Excessive Trading, Voya will send a second letter to the individual. This letter will state that the individual's Electronic Trading Privileges have been suspended for a period of six months. Consequently, all fund transfers or reallocations, not just those which involve the fund whose shares were involved in the Excessive Trading activity, will then have to be initiated by providing written instructions to Voya via regular U.S. mail. During the six month suspension period, electronic "inquiry only" privileges will be permitted where and when possible. A copy of the letter restricting future transfer and reallocation activity to regular U.S. mail and details of the individual's trading activity may also be sent to the fund whose shares were involved in the Excessive Trading activity. 4. Following the six month suspension period during which no additional Excessive Trading is identified, Electronic Trading Privileges may again be restored. Voya will continue to monitor the fund transfer and reallocation activity, and any future Excessive Trading will result in an indefinite suspension of the Electronic Trading Privileges. Excessive Trading activity during the six month suspension period will also result in an indefinite suspension of the Electronic Trading Privileges. Page 154 5. Voya reserves the right to limit fund trading or reallocation privileges with respect to any individual, with or without prior notice, if Voya determines that the individual's trading activity is disruptive, regardless of whether the individual's trading activity falls within the definition of Excessive Trading set forth above. Also, Voya's failure to send or an individual's failure to receive any warning letter or other notice contemplated under this Policy will not prevent Voya from suspending that individual's Electronic Trading Privileges or taking any other action provided for in this Policy. 6. Each fund available through Voya's variable insurance and retirement products, either by prospectus or stated policy, has adopted or may adopt its own excessivelfrequent trading policy. Voya reserves the right, without prior notice, to implement restrictions and/or block future purchases of a fund by an individual who the fund has identified as violating its excessivelfrequent trading policy. All such restrictions and/or blocking of future fund purchases will be done in accordance with the directions Voya receives from the fund. Page 155 MWEM Schedule @: Additional Plan Services & Fees I. Miscellaneous Plan Service Charges a. Express mailing of termination, withdrawal and loan checks & related paperwork to participant (on exception basis only). $50.00 per occurrence, to be assessed against the participant's account. EFT and ACH Credit are free of charge. b. EFT and ACH Credit are free of charge.Stop payment. $50.00 per occurrence, to be assessed against the participant's account. c. A loan initiation fee will apply to each Plan subject to this Agreement that permits loans. The Contractor shall charge a one-time fee to the participant at the time of loan for services rendered. $75 per loan, to be assessed against the participant's account d. An annual loan administration fee will apply to each Plan subject to this Agreement that permits loans. The Contractor will charge an ongoing annual fee for each outstanding loan during the preceding calendar year for the Participant. $25 annual fee per loan, to be assessed against the participant's account on a pro -rata basis. e. A self-directed brokerage account fee applicable to each Plan subject to this Agreement that has elected to use this optional service. $50.00 annual fee per participant, to be assessed against the participant's account. f. If Participant Investment Advisory Services are selected, two service options may be available: a discretionary managed account service which charges a fee to participants who utilize the service and an online, point -in - time advice service available at no additional charge. Please refer to the Plan Sponsor Participant Investment Advisory Services agreement for charges specific to your plan. g. If the Portfolio Bluepr nV� 3(21) or 3(38) program is selected, the pricing of the Voya product offered to your Plan is affected by several factors including the use of this program. As compensation, Morningstar Investment Management LLC, the provider of the Portfolio Blueprints program, may receive from the Contractor a fixed annual fee plus a variable fee based on Plan assets. Please refer to the Portfolio Blueprint Program Service Agreement for fees specific to your Plan and other important information. h. A $1,500.00 fee will be charged to the Plan Sponsor for the discontinuance of Plan services under this Agreement. i. Plan Document Amendments If Plan Document Services are used, non -regulatory (or discretionary) amendments are available upon request for an additional fee of $200 per hour j. Other Charges. In addition to any other charges described herein, an additional charge will be incurred if we agree to provide other special services at your request. The charge will be based on our standard charge for such service or will be based on a formula for time spent to provide the service. You will be notified at the time of your request if an additional charge is applicable. 2. Testing Services and Fees (applicable to [nsertplan types] Plans) The following testing service options are included unless otherwise noted. Delivery of the testing packages is contingent on the Contractor's timely receipt of the necessary data in Good Order each Plan year. A standard data layout will be provided by the Contractor for this purpose. Additional fees may apply for certain complex testing scenarios. a. ACP Testing. Includes up to one hour of consulting per test. I. Frequency of ACP testing needed: ❑ ACP Testing not required or not to be performed by the Contractor ❑ Monthly ❑ Quarterly ❑Semi-annually ❑ Yearly ii. ACP testing by sub -group or location needed: ❑ Not applicable or required ❑ Yes 3. The following compliance services are available to Plans with a minimum of $5 million in assets on an as -needed basis. If such tesfing is required, the plan sponsor will be billed directly for the services provided according to the following fee schedule: Page 156 Your Plan may need one or more of tests below based on your plan design. You will be billed annually if applicable to your plan for that Plan Year. "Service Fee 410(1b) Ratio Percentage Testing No additional charge 414(s) Compensation testing $500 per occurrence Annual Employer Contribution Limit Calculations' (Cross-tested/New Comparability) $500 per occurrence 401(a)(4) Nondiscrimination testing $1250 per occurrence 401(a)(4) Benefits, Rights and Features testing $1250 per occurrence 'NOTE: Plans with a new Comparability allocation will require an allocation and 401(a)(4) testing fee. Page 157 I- I Plan Name(s) Appendix I to Schedule H Fee Levelization Service This optional service allows the Contractor to apply any revenue sharing generated by the plan's mutual fund investment options to the individual participant's whose account balances generated the revenue as a revenue credit. This credit may fully or partially offset the Plan's reoordkeeping fees. Contractor will receive its required revenue as described in Section 3.01 of this Agreement. This optional service allows the Contractor to apply any revenue sharing generated by the plan's mutual fund investment options and the service fee applicable to the Voya Fixed Account name to the individual participant's whose account balances generated the revenue as a revenue credit. This credit may fully or partially offset the Plan's recordkeeping fees. Contractor All receive its required revenue as described in Section 3.01 of this Agreement. ❑ The Ilan Sponsor elects to utilize the Contractor's Fee Levelization Service (the "Service") as described herein. The revenue credit will be calculated monthly, on the 20th of the month (or the next business day if the 20th falls on a day the New York Stock Exchange is closed). It will be based on the average daily fund balance of the prior month, excluding the self-directed brokerage account funds, outstanding loan balances and the M. Revenue basis points for all funds active on the first day of the month for which the revenue credit is being calculated will be used. Any revenue credit due to a participant will be allocated to their account on the same day as the revenue credit is calculated and invested prorata in accordance with their then current fund allocation instructions. Revenue credits will not be allocated to any self-directed brokerage account (SDBA) and or any outstanding loan balances, if available to the Plan. The revenue credit will be calculated monthly, on the 20th of the month (or the next business day if the 20th falls on a day the New York Stock Exchange is closed). It will be based on the average daily fund balance of the prior month, excluding the self-directed brokerage account funds and outstanding loan balances. Revenue basis points for all funds active on the first day of the month for which the revenue credit is being calculated will be used. Any revenue credit due to a participant will be allocated to their account on the same day as the revenue credit is calculated and invested prorata in accordance with their then current fund allocation instructions. Revenue credits will not be allocated to any self- directed brokerage account (SDBA) and or any outstanding loan balances, if available to the Plan. A separate calculation will be performed for terminated participants who have a zero balance as of the end of the prior month as a result of a full withdrawal during the month. The credit All be calculated as described below. The monthly asset-based service fee will be calculated, and ff the revenue credit is less than the asset- based service fee owed, no revenue credit or fee will be credited or debited from the account. If the revenue credit is greater than the monthly asset based fee. the net amount will be allocated to the oarticicant's account. Following the posting of the revenue credit to the participants account with a zero balance, a distribution will be processed on behalf of the participant, following the same distribution method as the original termination transaction. No additional processing fee, if applicable, All be charged to the participant account for the subsequent distribution processing of the revenue credit. The Plan Sponsor agrees that: • The offering of this Service assumes that the plan's investment menu does not contain any investment options which prohibit this type of arrangement. • Contractor reserves the right to discontinue this Service should it be called into question, subject to scrutiny, or be deemed to be in violation of applicable law or regulation. • Neither VRIAC or the Broker -Dealer, nor any of their affiliates, is acting as a fiduciary Within the meaning of ERISA in connection with the Service. Page 158 Schedule 1: General Compensation Provisions 1. Direct and Indirect Compensation: This Schedule describes compensation received by the Contractor for services rendered to the Plan and Plan participants, including fees and revenue derived from both direct and indirect sources. Direct Compensation includes compensation paid directly by Plan Sponsor or the Plan to the Contractor for plan recordkeeping and administrative services including certain transaction fees that are charged directly to participant accounts. Indirect Compensation includes compensation from sources other than direct fees that the Contractor may collect from third parties, including revenue derived from service arrangements with mutual funds, revenue sharing and other indirect compensation that may be generated in servicing the Plan. 2. Assumptions: As provided in Section 1 of the Agreement, the Contractor has agreed to perform certain services. Based on the assumptions outlined in the Agreement, the Contractor agrees to supply the Services for the compensation specified in Section 3.01 of the Agreement, as supplemented by any additional compensation or transaction fees as specified within Schedule H and with respect to Investment Advisory Services and/or Self Directed Brokerage Account, as specified in a separately executed agreement(s). 3. Fund Specific Revenue: Indirect compensation received by the Contractor represents revenue from investment companies based on the investment of assets held in the Plan pursuant to agreements between the applicable investment companies and the Contractor. They represent fees payable from such investment companies for shareholder services, sub - transfer agency services, or pursuant to a 12b-1 plan adopted by such investment companies. In the case of investment options of VRIAC affiliates or former affiliates, Contractor compensation represents revenue assumptions made by the Contractors defined contribution business for purposes of product pricing. Gross revenues from such investment options generally include payments for investment management and for certain administrative services. Pricing assumptions are derived from gross fund revenues, less the internally transferred costs of fund management and administration. The pricing assumptions for certain investment options of VRIAC affiliates or former affiliates reflect the approximate weighted average of the net fund revenues of each portfolio within a given VRIAC fund complex. Option 1: In the case of the fixed income fund, the Contractor does not derive revenue at a fixed rate. As is the rase with similar insurance company general account investment options, over the long-term we expect to earn a spread between the investment return on the underlying general account assets and amounts credited to contracts that utilize the Fixed Account. This spread is intended to cover our investment related expenses, a portion of product administration expenses that would otherwise be covered by explicit charges, and the risks associated with the minimum monthly, annual (if applicable), and lifetime interest rate guarantees, including those associated with asset defaults, as well as to provide a profit margin for the Contractor. Option 3: In the rase of the Voya Stable Value Fund, the fund revenue to the Contractor is the portion of the overall fund expenses which the trustee has agreed to pay the Contractor on an annual basis for sub -transfer agent fees. 4. Changes in Investment Options: To the extent the Contractor's compensation is derived in whole or in part from revenue from the Plan Sponsor's selection of certain investment products offered by or through the Contractor, the Contractor reserves the right to amend the Agreement, including this Schedule, in the event such revenue is reduced by a change in the investment products or options available under the Plan. Page 159 Plan Name(s) Schedule J: Reimbursement of Plan Expenses and Mutual Fund Revenue Share Alternative One: Flat Reimbursement The Contractor shall reimburse the Plan Sponsor $ annually for the Plan's reasonable and necessary administrative expenses. The annual figure shown above is the total amount to be paid to the Plan Sponsor, without regard to the number of plans covered by thisA reement. The annual reimbursement amount Will be paid by the Contractor M in equal installments of $ Alternative Two: EASE Account Expense Account for Service Expenditures ("EASE Account") The EASE Account is a funding source that can be directed towards the payment of allowable plan administrative expenses or allocated to participant accounts. The amount allocated to the EASE Account is directly attributable to excess fund revenue sharing amounts and administrative service fees in the amount of % of the assets of the Plan, but excluding any outstanding loan balances and assets in the Self Directed Brokerage Account. Please refer to your Expense Account for Service Expenditures Agreement for complete details regarding the administration of this optional account. Changes to the amount allocated to the EASE Account may be made by (i) the Plan Sponsor by submission of such change to the Contractor on such form as Contractor may prescribe from time to time, or (ii) the Contractor by written notice to the Plan Sponsor. Alternative Three: REA Recordkeeping Expense Account ("RFA ") The REA is a funding source that can be directed towards the payment of allowable plan administrative expenses or allocated to participant accounts. The amount allocated to the REA is equal to fund revenue sharing and asset-based fees, including the administrative service fee, received by the Contractor or its affiliates that are in excess of the Contractor's revenue requirement set forth in the Compensation section (Section 3). Please refer to your Recordkeeping Expense Account Agreement for complete details regarding the administration of this optional account. Page 160 Appendix I to Schedule J Advisor Compensation Payment Instructions The Plan Sponsor directs the Contractor to pay the Registered Investment Advisor or Investment Advisory Representative (collectively, the "Advisor") as instructed within this Appendix I to Schedule J. Advisor Compensation Structure ❑ Asset -Based Compensation: paid ❑ Monthly ❑ Quarterly (annual rate) ❑ Flat Dollar Compensation: $ paid ❑ Monthly ❑ Quarterly (annual amount) For purposes of this Appendix, the following descriptions apply. Asset -Based Compensation: The compensation amount paid is calculated by taking the applicable annual rate divided by twelve (12) for monthly or four (4) for quarterly and multiplied by the Plan asset value at the close of business on the last day of the month or quarter, as applicable. For purposes of defining the Plan asset value, Plan assets invested in self directed brokerage account, K available, and outstanding loan balances, if any, are excluded from this calculation. Flat Dollar Compensation: The compensation amount paid is calculated by taking the applicable annual dollar amount and dividing by twelve (12) for monthly or four (4) for quarterly. The Plan Sponsor is required to provide the Contractor with written direction as to the payee and method of payment of the Advisor Compensation on an administrative form provided by the Contractor. If the sum of payments during the calendar year is less than the annual Advisor Compensation specified herein, any Advisor compensation that remains unused at the end of the calendar year will be allocated to Plan participants who have a balance in the Plan as of the date of allocation, using a pro rata methodology, unless the Plan Sponsor provides the Contractor with alternative allocation instructions. Such allocation shall be completed no later than March 31 a of the year following the generation of unpaid compensation. The Plan Sponsor represents that (i) the compensation is necessary for the operation of the Plan, (ii) the compensation is prudent and for a reasonable amount; and (iii) the payment of such compensation is not prohibited under the terms of the Plan or ERISA, if applicable. In the Plan Sponsor's capacity as a fiduciary under the Plan, Plan Sponsor understands that only certain types of expenses may be paid on behalf of the Plan. Plan Sponsor understands that the Contractor is not responsible nor does it have the authority to determine whether the compensation paid from the Contractor to the Advisor on behalf of the Plan is a direct, necessary and reasonable plan expense and is acting solely on the direction of the Plan Sponsor. Plan Sponsor further understands that the Contractor will continue to make payments according to the directions provided in this Appendix I to Schedule J until revised instructions are provided to the Contractor in wrifing by an authorized representative of the Plan. Page 161 Schedule K: VRIAC's Policy for Correction of Inadvertent Processing Errors As your Plan's administrative service provider, Voya Retirement Insurance and Annuity Company ("VRIAC") has agreed to process transaction orders received in good order prior to market close from the plan and plan participants accurately and on a timely basis. We seek to avoid transaction processing errors to the greatest extent possible, but inadvertent errors do occur from time to time. Inadvertent processing errors are exclusively defined as incorrect or untimely processing by VRIAC employees of transactions that are received in good order. Inadvertent processing errors do not include errors made by plan sponsors or third parties. VRIAC will correct any identified inadvertent processing error caused by VRIAC (a "VRIAC inadvertent processing error") as soon as practicable, typically no later than five (5) business days after VRIAC has identified sufficient information to correct the error. VRIAC represents that in no event will VRIAC exercise discretionary authority or control over the correction of inadvertent processing errors in order to maximize gain or correct such error for VRIAC's own benefit or interest. Once a VRIAC inadvertent processing error has been identified, we promptly take corrective action to put the plan and its participants in a position financially equivalent to the position they would have been in if the processing error had not occurred. This means that VRIAC will make the plan whole for any loss to a plan resulting from correcting a VRIAC processing error. If any gain to a plan results in connection with a corrected transaction, VRIAC will keep that gain. The following examples illustrate the effect of the policy: When a plan participant directs that a certain dollar amount be contributed to his or her plan account, VRIAC credits the number of investment units that dollar amount All purchase to the participant's account on Day 1, the day the contribution is processed. The number of units is based on the unit's dollar value on Day 1, as set by the investment fund and communicated to VRIAC after market close. If an inadvertent error occurs, and VRIAC does not process the contribution until Day 2, VRIAC will determine the number of units that should have been credited on Day 1, using Day 1's unit price. If, on Day 2, the unit price has gone up, the dollar amount of the contribution will not be enough to cover the number of units the participant should have received. VRIAC will make up the difference such that the participant receives the number of units he or she would have received on Day 1 and VRIAC will absorb the loss. The participant is not charged for any additional cost. However, if, on Day 2, the unit price has gone down, the amount of the contribution would purchase more units on Day 2 than it would have purchased on Day 1. In that circumstance, the participant will receive the number of units he or she would have received on Day 1 had the transaction been processed and VRIAC All keep the excess as part of its overall fee for services under the contract. Regardless of whether there is a gain or a loss, the participant receives the benefit of what he or she requested. When a plan participant makes a withdrawal request of a certain dollar amount from his or her account, VRIAC liquidates or sells the number of investment units needed in order to make the distribution. Thus, on Day 1, VRIAC typically would sell or liquidate investment units in the participant's investment fund at Day 1's price to make the distribution. If, due to a VRIAC inadvertent processing Error, VRIAC processes the instructions a day late, VRIAC will make sure that the participant receives the dollar amount he/she requested. VRIAC will sell or liquidate the same number of units that would have been sold on Day 1 had the transaction been accomplished on Day 1. If the unit price has declined, liquidated units will have a lower value on Day 2 than they had on Day 1, which means that VRIAC must make up the difference so that the participant receives the requested amount in full. In doing so, VRIAC All incur a loss, which it absorbs. On the other hand, if the market has gone up and the units have increased in value, VRIAC will sell the same number of units as it would have sold on Day 1, but the sales amount will be higher than the requested withdrawal. VRIAC will keep the excess as part of its overall fee. In either circumstance, the participant receives the benefit of what he or she requested and bears no additional cost. Page 162 VRIAC tracks the net financial experience of VRIAC's Correction Account and the effect of the corrections for each affected plan on an annual basis and will make that information available in accordance with ERISA Section 408(b)(2). Any gains kept by VRIAC constitutes additional compensation for the services provided by VRIAC under its contract and VRIAC will report it in accordance with ERISA Section 408(b)(2). By executing an administrative services agreement with VRIAC, you are authorizing VRIAC's application of the error correction policy as described above to your Plan in connection with the plan administrative services that VRIAC will provide. You have the right to terminate VRIAC's services in accordance with the terms of the administrative services agreement. Page 163 Schedule: Plan Contact Infonnation PLAN CONTACT INFORMATION (Please Print) Note that Voya will rely exclusively on this Plan Contact Information for purposes of verifying the names of individuals who are authorized to provide direction on behalf of the Plan. Voya shall have no duty to inquire into the actual authority of such individuals listed below and Employer shall be responsible for communicating any changes to this Plan Contact Information. print) Agency, Division or Page 164 Schedule M: Contractors Primary Contact The Contractor designates the following individual(s) to serve as its primary point of contact to the Plan Sponsor with respect to this Agreement. $? Plan Manager Voya Retirement Insurance and Annuity Company One Orange Way Windsor, CT 06095 Page I65 Schedule N: Servicing Representatives The Contractor and/or the Plan Sponsor designate the folloWng in to serve as its representatives with respect to this Agreement. Representatives are designated as one of the following: Agent, including Career Agent— Insurance licensed and Company appointed with Voya Retirement Insurance and Annuity Company, registered representative of Voya Financial Advisors, Inc. and receives commission based compensation. Broker— (Non Voya FA Only) — Insurance licensed and Company appointed with Voya Retirement Insurance and Annuity Company, but affiliated with a broker-dealer other than Voya Financial Advisors, Inc. and receives commission based compensation. Salaried Enroller— Voya Retirement Insurance and Annuity Company employees who will not receive commission based salary and are registered representatives of Voya Financial Advisors, Inc. ❑ Agent ❑ Broker Salaried Enroller Representative Name Last 4 Digits SSN Broker Dealer Affiliation Office Code _ Rep # _ % Participation (Loc. Code 1 El Agent Broker ❑ Salaried Enroller Representative Name Last 4 Digits SSN Broker Dealer Affiliation Office Code _ Rep # _ % Participation (Loc. Code 1 Agent 0 Broker El Salaried Enroller Representative Name Last 4 Digits SSN Broker Dealer Affiliation Office Code Rep # _ % Participation (Loc. Code 1 Page 166 Plan Name(s) Schedule 0 Legacy Life Insurance Policy Support OPTIONAL (Moderate Service model) 1. The Contractor agrees to accept life insurance premiums as part of the Legal Plan Name routine payroll contributions and to forward any life insurance premiums received to the designated life insurance canier(s) on behalf of the Plan Sponsor and its participants. 2. The Contractor agrees to periodically provide participant address data to the designated life insurance carrier(s) in a mutually agreed upon electronic format, for use by the carrier in communicating and interacting with participants investing amounts in the life insurance option under the Plan. 3. The Plan Sponsor agrees to direct the designated life insurance carrier(s) to: (a) Cooperate with the Contractor during and following the implementationttransition of the Plan; (b) Make no life insurance policy changes during the Plan's implementation/transition blackout period; (c) Provide the Contractor with participant life insurance premium information in the electronic format and frequency prescribed by the Contractor; (d) Actively service life insurance policy holders. Scope of services is to include, but not be limited to: i) Ongoing provision of a toll free telephone number, through which participants may obtain updated account and policy information, and engage in policy transactions authorized by the Plan Sponsor; ii) Ongoing maintenance and distribution of any forms necessary to administer life policy transactions authorized by the Plan Sponsor. iii) Processing policy cancellations and remitting any resulting cash surrender value to the Contractor for deposit to the participant's Plan account pursuant to then current investment allocation instructions; iv) Producing and mailing grace and lapse letters to affected participants; and v) Producing and mailing annual statements to applicable participants. 4. The Contractor will not integrate life insurance values provided by the life insurance carrier(s) into its record keeping system. Life insurance policy information will not appear on the participants' quarterly statements, and it will not be available through the Contractors electronic Internet site or toll free participant information service line. Page 167 OPTIONAL (High Service model) 1. The Contractor agrees to accept life insurance premiums as part of the Legal Plan Name routine payroll contributions and to forward any life insurance premiums received to the designated life insurance carier(s) on behalf of the Plan Sponsor and its participants. 2. The Contractor will integrate Ile insurance values provided by the life insurance canier(s) into its record keeping system. Life insurance policy information will appear on the participants' quarterly statements, and it will be available through the Contractor's electronic Internet site or toll free participant information service line. 3. The Contractor agrees to ongoing maintenance and distribution of any forms necessary to administer life policy transactions authorized by the Plan Sponsor. 4. The Contractor agrees to periodically provide participant address data to the designated life insurance carder(s) in a mutually agreed upon electronic format, for use by the carrier in communicating and interacting with participants electing the life insurance option under the Plan. 5. The Plan Sponsor agrees to direct the designated life insurance cerrier(s) to: (a) Cooperate with the Contractor during and following the implementation/transition of the Plan; (b) Make no life insurance policy changes during the Plan's implementation/transition blackout period; (c) Provide the Contractor with participant life insurance premium information in the electronic format and frequency prescribed by the Contractor; (d) Service existing life insurance policy holders. Scope of services include, but not be limited to: I) Processing policy cancellations and remitting any resulting cash surrender value to the Contractor for deposit to the participant's Plan account pursuant to then current investment allocation instructions; ii) Producing and mailing grace and lapse letters to affected participants; and iii) Producing and mailing annual statements to applicable participants. Page 168 The transferred asset benefit (TAB) is equal to the difference between the market value and book value records under the predecessor stable value contract on the day of transfer of the assets from the predecessor stable value contract to the Voya Fixed Plus Account III, assuming settlement of Voya's payment obligation under the contract equal to the market value record. The TAB Recovery Charge will be equal to a percentage of each participant's account, as show in the TAB Recovery Charge table below. TAB Recovery Chame Contract Years Completed Less than 1 1 or more but less than 2 2 or more but less than 3 3 or more but less than 4 4 or more but less than 5 5 or more TAB Recovery Charge' 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% The TAB Recovery Charge will be deducted from a participant's account in accordance with this Schedule N. For purposes of this exhibit, TAB recovery charge and benefit payment are defined as follows: TAB Recovery Charge - the charge that shall apply to a (1) full Withdrawal from this Contract that is initiated by the Contract Holder, or (2) a full or partial Withdrawal from the Contract initiated by a Participant other than to make a Benefit Payment. Benefit Payment • a Withdrawal initiated by the Participant for any of the following reasons and in accordance with the terms of the Code and Plan, as applicable: (1) retirement; (2) separation from service (not including a severance from employment that would not otherwise qualify as a separation of service); (3) death; (4) disability; (5) employer certified unforeseeable emergency; (6) financial hardship; (7) Plan loan; and (6) in-service Withdrawal upon attainment of an age as specified by the Plan. ' The TAB Recovery Charge may be subject to change depending on the final amount of the Transferred Asset Benefit. Page 169