Third Party Administration 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 you select, from among our various service offerings, and as 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.

1. Plan Document Services: 
   If you elect to receive the Plan Services described in this Section A.1. (“Plan Document Services”), the following terms apply:  

1. We will prepare a plan and trust document that has been pre-approved to comply with applicable provisions of the Internal Revenue Code (“Code”) for your review and signature. In addition, to the extent required for the Plan, we will prepare a Summary Plan Description (“SPD”) for distribution to your employees. We will be available to reasonably consult with you regarding the terms of the plan documents and optional features.  You agree to familiarize yourself with the terms of these documents.  

2. We will prepare required plan amendments in order to comply with applicable provisions of the Internal Revenue Code (“Code”) and periodic restatements for your review and signature. To the extent that we, as sponsor of the pre-approved Plan document you have adopted, are permitted to adopt certain standardized changes on your behalf, we will do so; in all other cases, your assistance will be required to complete the adoption of amendments and restatements. In addition, we will prepare any Summary of Material Modifications (“SMM”) required for the Plan for distribution to your employees.  

3. Upon your request to terminate the Plan, we will (i) prepare the documents needed to terminate the Plan; (ii) prepare and file the IRS forms for obtaining a favorable determination letter; and (iii) prepare a final form 5500 Return/Report. 

2. Annual and Ongoing Administrative Services. 
   If you elect to receive one or more of the Annual and Ongoing Administrative Services described in this Section A.2. (“Annual and Ongoing Administrative Services”), the following terms apply if and to the extent applicable:  

   1. We will request information from you for purposes of maintaining the Plan’s compliance with the Code. This information request may include, but is not limited to: employee census data, trust accounting for the year and updated information about you and your businesses, and/or all controlled or affiliated service group information. You acknowledge that (i) you are responsible for providing complete and accurate data; and (ii) we are entitled to rely on the data you provide and assumes no duty or obligation to audit or otherwise verify the accuracy of that information. 

   2. To the extent the Plan is intended to be qualified under section 401(k) of the Code, upon receipt of complete information from you, we will  (i) verify that participants were admitted to the Plan as of the date on which they became eligible for participation in the Plan; (ii) calculate contributions and/or forfeiture allocations; and (iii) perform any required testing; including but not limited to the following:  

      • coverage testing under Code section 410(b);

      • non-discrimination testing under Code section 401(a)(4); 

      • for plans that have not elected a “Safe Harbor” platform, ADP and ACP testing under Code sections 401(k) and 401(m), including identifying highly compensated employees and/or necessary corrections for failed tests; 

      • monitoring for maximum deferral limitations under Code section 402(g); 

      • determining any participants eligible for catch-up contributions under Code section 414(v) and whether any contributions made by any participant qualify as a catch-up contribution; 

      • monitoring for maximum contribution limits under Code section 415; 

      • monitoring for deduction limits under Code section 404; 

      • top heavy testing under Code section 416, including determination of key employees and calculation of required minimum top-heavy benefits or contribution; and 

      • calculation of vesting of employer contributions. 

   3. To the extent the Plan is a defined benefit plan, and to the extent elected by you, we will:

      • Collect and review data to determine and report employee eligibility, vesting and break in service status.

      • Perform actuarial valuation services, including data processing to support actuarial valuation, calculation of minimum funding requirement and maximum deductible calculation, calculation of adjusted funding target attainment percentage, and prepare actuarial report and certification.  

      • Perform trust reconciliation. 

      • Review for top-heavy status under Code section 416. 

      • Review for Code section 401(a)(26) minimum participation. 

      • Monitor Code section 415 limits. 

      • Perform Code section 414(s) compensation ratio test, if applicable. 

      • Perform Code section 401(a)(4) nondiscrimination testing, if applicable to the Plan. 

      • Prepare annual valuation report to include financial statements (income statement, balance sheet, etc.), Plan census and contribution reports, participant benefit statements, cost calculations, maintenance, and certification of the funding standard account, and compliance testing results. 

      • Annually calculate and prepare PBGC premium filing forms for your signature. 

   4. Ancillary Services. We may be able to assist with these matters on a consulting basis based on a per-service fee or at hourly rates described in the corresponding Service Order. Examples of such matters include:

      • Assistance with Plan corrections, including calculations and potential options for your review and approval.

      • Provide assistance by identifying and compiling materials requested by federal agencies  (e.g. plan audits/examinations by the IRS, DOL, or PBGC filing with an agency under a correction procedure, etc.). 

      • If applicable, provide assistance or coordinate with certified public accountant conducting annual audit of the Plan. 

      • Provide assistance with governmental reporting requirements that may arise based on certain reportable events and failures to make required contributions. 

      • Trust accounting. 

      • Plan census clean-up. 

      • Consultation regarding the Plan  

      • Non-standard Plan valuations. 

      • Plan asset conversion work. 

      • Estimate work. 

3. Annual Report Services.
   If you have elected to receive the Plan Services described in this Section A.3 (“Annual Report Services”), the following terms apply: 

   1. We will request information annually from you for purposes of the Plan’s annual report on Form 5500. 

   2. Upon receipt of such information, we will prepare the annual returns/reports and relevant attachments for your signature.  If the Plan has 100 or more participants at the beginning of the initial Plan year or 120 or more on the first day of subsequent years, (or is otherwise subject to ERISA’s requirement to have audited financial statements), you shall be responsible for retaining a certified public accountant to audit the Plan and provide the required audited financial statements to the Plan on a timely basis for filing with the Form 5500. In addition, if more than 5% of the plan assets are not qualifying assets as defined in Department of Labor (“DOL”) Regulations, the Plan will be required to be audited or to obtain an additional fiduciary bond in an amount equal to 100% of the Plan’s non-qualified assets. You shall be responsible for locating and retaining the auditor and/or obtaining the bond. You will be responsible to, on a timely basis, sign these forms and either (a) and file these forms with the appropriate government agencies or (b) authorize and direct us to submit these forms on your behalf.  

   3. We will prepare your Plan’s summary annual report. 

   4. If applicable, we will prepare a Form 8955-SSA package for your signature. 

4. Communication Services.
   The following may apply as described in the Service Order provided you elect to receive the Communication Services described in this Section A.4. (“Communication Services”): 

   1. Prepare standard enrollment materials including information describing Plan features, the enrollment process, and designated investment alternatives. 

   2. Prepare sample forms for legally required notices to Plan participants and beneficiaries, such as, to the extent required for the Plan, annual fee disclosures, quarterly individual benefit statements, default investment notices, and change of investment alternative notices.    

   3. Note: to the extent the Plan has engaged a third party recordkeeper that produces any of the above notices and disclosures, we may not prepare them. 

B. Special Provisions Applicable to Distributions, Hardship Withdrawals, Participant Loans, and QDROs

The following may apply as described in the Service Order provided you elect to receive the Plan Services related to Distributions, Hardship Withdrawals, Participant Loans, and QDROs (“Distribution Services”): 

1. Distributions.
   Distributions shall be initiated by written notification to us. We will assist with processing participant distribution requests, prepare the necessary forms for signature, and generate necessary documents for the distribution. You will be responsible for obtaining execution of such distribution forms and documents.
   
   In the event of a request for distribution for a beneficiary, it will be your responsibility and/or that of the Plan trustees to approve and direct that we make the distribution to the appropriate beneficiary. 

2. Hardship Withdrawals.
   If the Plan provides for hardship withdrawals, you may elect for us to assist with processing participant hardship withdrawal requests, and assist you in applying the terms of the Plan to determine whether and to what extent a participant is entitled to a hardship withdrawal under the terms of the Plan under the circumstances, provided that you shall at all times be solely and exclusively responsible for making the final determination of whether and to what extent a participant may be entitled to a hardship withdrawal under the terms of the Plan. 

3. Participant Loans.
   If the Plan provides for loans, you may elect for us to assist in the processing of requests for participant loans as may be allowed under the terms of the Plan, including preparation of amortization and repayment schedules, calculation of maximum loan amounts, and preparation of forms and paperwork necessary in connection with the Plan loans, provided that you will be responsible for making the final determination of whether and to what extent a participant may be entitled to a loan under the terms of the Plan. 

4. QDROs.
   You may elect for us to assist in the processing of domestic relations orders received with respect to the Plan are QDROs within the meaning of Code section 414(p), prepare notifications to participants and alternate payees, and maintain a record of QDROs received with respect to the Plan, provided that you will be responsible for making the final determination of whether a request satisfies the requirements to be a QDRO. 

In providing Plan Services related to Distributions, Hardship Withdrawals, Participant Loans, and QDROs, you or your designated representative (which may be the Plan’s recordkeeper) will be responsible for authenticating the proper identity of participants and beneficiaries prior to the submission of participant or beneficiary-initiated requests to us for processing. We are entitled to rely that all such requests submitted to us have been properly authenticated in advance and we assume no independent authentication responsibility. Subject to the foregoing, we may decline to process such a request and seek further instruction from you if we have reason to believe there has been a possible compromise of Personal Data and/or an attempt by a bad actor to obtain a fraudulent loan or distribution. 

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 Timely File Required Government Reports.
   Based on your service elections, we shall prepare certain government reports. You shall be responsible for (i) the accuracy of the government reports' content and (ii) the timely filing of the government reports with the appropriate agency. You acknowledge that failure to timely file required government reports may result in penalties which shall be your sole responsibility if assessed. 

3. Obligation to Distribute Required Information to Plan Participants and Beneficiaries.
   You shall be responsible for distributing 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. Obligation to Notify Us of Existence of Other Plans and Companies.
   The Plan’s operation and tax qualification is affected by other plans sponsored by you, your affiliates, successors, assigns, or by other companies that share your principals, directors or officers (whether currently active or terminated and whether we administer the plan). You are responsible for informing us of the existence of such other plans or companies and of notifying us in writing when there is a change in this information or in your tax filing status (e.g., a change from S-corporation to C-corporation status, a change to an LLC, etc.).  We will not be responsible for making any determination with respect to the Client’s status as a controlled group, as defined under Code sections 414(b) and 414(c), or an affiliated service group, as defined under Code section 414(m).  We are also not responsible to determine whether any workers constitute leased employees (who may be eligible for Plan benefits) under Code section 414(n).   

6. Obligation to Make Discretionary Decisions Regarding Plan Administration.
   Unless you have elected for us to serve as the Plan’s Section 3(16)(A) administrator, 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.