Recordkeeping Services Schedule

We are being retained by the Client, acting in its capacity as a responsible plan fiduciary on behalf of the “Plan” (as reflected on the corresponding Service Order) to perform the Plan Services outlined in this Services Schedule. You represent that you are a fiduciary with authority to contract with us on behalf of the Plan. In addition, by agreeing to the terms of this MSA, you  are agreeing to be liable for payment of our fees that are not permitted to be paid by the Plan pursuant to ERISA as well as the balance of our fees in the event of nonpayment by the Plan. 

A. Services We Provide.

If you have elected for us to provide the Recordkeeping Services, we will: 

• Maintain record of and provide access to daily updated Plan-level and participant-level account statements including records of all receipts and disbursements, earnings, and expenses, and separate accounting for different contribution types.  

• Process employee and Client contributions to participants’ accounts based on information provided by Client or a designated representative; and process changes to contribution rates. 

• Process investment balance transfers and changes to future investment allocations.   All such changes are subject to the rules, regulations, and restrictions governing the Plan’s investment funds, including any restrictions on frequent trading.   

• Process new participant enrollments. 

• Website access will be provided for Plan participants to accommodate daily trading of accounts and for transfers of funds, as well as reallocation of future contributions. 

• You may elect our provision of distribution processing services and reporting (including lump sums, installments, in-service withdrawals, partial distributions and annuities if applicable).  

• You may elect our provision of loan processing support and modeling preparation and mailing of loan check, promissory note, and payroll deduction authorizations and the preparation and delivery of delinquent, pending default, suspension, and default notices to participants.  

• If elected by you, we will support Qualified Domestic Relations Order (“QDRO”) processing and reporting. 

• If elected by you, we will support required minimum distribution (“RMD”) processing. 

B. Instructions and Directions.

You authorize and direct us to act as the Plan’s primary agent for purposes of transmitting instructions and directions relating to the Plan (including, by way of example and not limitation, directions with respect to purchases and sales of interests in investment alternatives available under the Plan) to other service providers for the Plan or other persons as necessary to carry out the Services.  If a requested direction or instruction cannot be processed for any reason (including, but not limited to, insufficient funds to cover the cost of a requested transaction, market conditions, or Plan investment alternative restrictions), we will use our best efforts to: (i) notify the party that submitted the instruction or direction that the instruction or direction could not be processed, as soon as practicable after we receive notice of same; and (ii) unless directed otherwise, take steps to ensure the direction or instruction is processed as soon as practicable. 

We may conclusively rely upon and will act upon directions, documents, data and other information, which we reasonably believe to have been provided by you, any designated representative, or other parties you designate to provide directions to us (including, to the extent relevant, the Plan’s prior recordkeeper).  We may conclusively rely upon and are directed to act upon telephone, electronic or written directions or information provided to us under a signature which purports to be that of the a participant or beneficiary or provided with a personal identification number or other identifying information used to verify that the transmission originated from the participant or beneficiary, except we may decline to process a participant or beneficiary direction if we believe there has been a possible compromise of Personal Data. 

C. Your Obligations as Responsible Party for the Plan.

1. Obligation to Make Timely Contributions to Plan. 
   You shall be solely responsible for making sure that funds are actually contributed to the Plan’s trust when required for tax deductibility and to comply with ERISA and DOL Regulations. 

2. Obligation to Prepare Required Government Reports. 
   Unless you have elected for us to provide additional Plan Services pursuant to another Services Schedule, we shall not prepare any required governmental reports with respect to the Plan, including Form 5500. 

3. Obligation to Distribute Required Information to Plan Participants and Beneficiaries.  
   You shall be responsible for arranging for the distribution of information to participants, including notices, elections and reports required by law. 

4. Obligation to Issue Form 1099-R in Connection with Plan Distributions.
   For pooled investments, outside broker accounts or other certain situations where participant detail is not maintained by us, you acknowledge that we do not customarily prepare the end of year tax forms required by law when a participant receives a distribution from the Plan (i.e., Form 1099-R) nor the forms necessary to report and pay taxes withheld from the distributions (i.e., Form 945 and applicable state forms). If you would like these forms, you must give us written notice and we must agree to provide them at their option.  

5. Compliance Testing. 
   Unless you have elected for us to provide additional Plan Services pursuant to another Services Schedule, we shall not provide Services with respect to nondiscrimination and compliance testing for the Plan. 

6. Obligation to Make Discretionary Decisions Regarding Plan Administration. 
   Unless you have elected for us to provide Section 3(16) services pursuant to another Services Schedule , you are responsible for all discretionary decisions relating to the Plan, including the interpretation of plan document provisions, the determination of eligible employees and proper vesting of their accounts, the evaluation of claims made by participants for plan benefits, the investment of plan assets, distribution of plan benefits, the selection of service providers for the Plan.  You must take appropriate action and make such corrections as are required under the Code in connection with any failure in compliance testing. 

7. Obligation to Obtain Fidelity Bond.
   ERISA §412 requires that, with certain exceptions, every fiduciary of an employee benefit plan and every person who handles funds or other property of a plan shall be bonded in accordance with the provisions of ERISA §412. You are responsible for obtaining the bond required by ERISA §412. 

8. Brokerage Accounts. 
   If the Plan offers to participants the option of self-directed brokerage accounts, we are not responsible for monitoring the access to any such accounts, the Plan assets invested in such accounts, or issues that may arise, including but not limited to:  

• Verifying that a self-directed brokerage account option has been made available in a manner that is nondiscriminatory; 

• Monitoring such accounts for, or identifying, prohibited transactions that may occur through the use of such accounts; 

• Advising you regarding additional bonding requirements that may result from investments in anything other than “qualifying assets”;  

• Identifying and preparing tax forms in relation to unrelated business taxable income that may result from certain investments in such accounts and any related unrelated business income tax; and 

• Determining whether the fees charged to participants for maintaining these accounts are reasonable and nondiscriminatory. 

To the extent that financial information on the Plan’s self-directed brokerage accounts (if any) is not provided to us automatically, then you are responsible for sending us copies of statements outlining all transactions during the year in such accounts.   These will be used by us strictly to provide Services and will not be reviewed for any fiduciary or compliance issues, including the issues listed above.