Summary of the changes to Paychex Retirement Services ...

1 Paychex Retirement Services Agreement TABLE OF CONTENTS Section 1 Term of the Agreement Section 2 Paychex Platform and Services Service Effect ive Date .. Paychex Platform .. Transfer between Service Offe rings .. Recordkeeping Enro llment .. Apply Plan Rules and Calculate Service and Co mpensation .. Contributions .. Distributions .. Forfe Co mpliance Testing .. Rede mption Fee .. Loan Admin istrator .. Additional Serv ices .. Reporting Serv Ta x Fo rms Preparat ion Services .. Services following Termination of Agreement and/or Plan Obligations upon Transmittal of Plan Purchase and Redemption Provision of Plan and Part icipant Record Retention .. Plan Conversion Services .. Participant Communications and Partic ipant Fee Partic ipant Co mmunicat Partic ipant Fee Contacting Partic Automatic Enrollment Se Default Automat ic Enro llment Automatic Enrollment Se rvices .. Payroll Client .. Non-payroll Client.

2 Standardized Fo rmat .. Failure to Provide Contribution Informat ion .. Transfer fro m Payche x as Payro ll Prov ider .. SIMPLE IRA Services .. Third-Pa rty Serv Additional Serv ices .. Section 3 Adopting Employer, Plan Administrator, and Trustee Section 4 Plan Documents Qualified Plan Docu ments .. SIMPLE IRA Plan Plan Section 5 Plan Investments Plan Investment .. Plan Lineup .. Fixed Fund Se lect .. Gu ided Fund Select .. Open Fund Select .. SIMPLE IRA .. Partic ipant Default Investment .. Fixed Fund Se Open Fund Select .. Gu ided Fund Plan Default Investment .. Fixed Fund Se lect Open Fund Gu ided Fund Self-Directed Brokerage Account .. Outside Plan Investment .. Section 6 Master Custody Agreement Master Custody Master Custody Account .. Termination of Master Custody Section 7 Paychex Is Not a Fiduciary to Plan Section 8 Client Information Re liance on Client Information .. Retire ment Serv ices Contact and Contact Informat ion.

3 Retire ment Serv ice Contact Information .. Section 9 Duties of Client and Plan Administrator/Trustee Duties of Client .. Duties of Plan Select, Approve, and Revie w Plan Lineup .. Revie w and Maintenance of Plan Records .. Partic ipant Qualified Do mestic Re lations Orders .. Distribution Elig ibility .. Distribution of Partic ipant Co mmun Audit .. Required Provide Client Information to Payche x .. 404(c ) Co Fidelity Bond .. Correct ing Co mp liance Section 10 Collection and Processing of Contributions and Investment Instructions Collection of Multi- Debit Clients .. Single Debit Clients .. SIMPLE IRA .. Non-payroll Insufficient Payroll Correct ions .. Processing of Investment Instructions and Transfer to Master Custody Forwarding Investment Instructions to Transmittal Vendors .. Investment of Contributions .. P age 1 of 60 RS0060 4/2020 Partic ipant Investment Direction Not Received.

4 Fixed Fund Se lect and Open Fund Select Clients .. Gu ided Fund Select Clients .. Plan Investment Direct ion Not Trade Restrict Automatic Deb it of Identified Emp loyer Contributions .. Investment Advisor No Longer Eligib Section 11 Distribution or Disbursement Distributions .. Distribution Automatic Rollover Required M inimu m Involuntary Distributions .. Forfe itures as a Result of Distributions .. Disbursements .. Loans .. Hardship Withdrawals .. Stale Check Procedure .. Direction to Use Stale Chec k Procedure .. Stale Check Individual Retire ment Account (IRA) .. Modification of Stale Chec k Election to Opt Out of Stale Check Procedure .. Section 12 Paychex Compensation and ERISA 408(b)(2 ) Fee Disclosure ERISA 408(b)(2) Fee Initia l Ongoing Consent to Receipt of Paychex Co mpensation .. 12. 2 Paychex Co Admin istrative Monthly Administrative Fees .. Quarterly Plan Docu ment Maintenance Fees.

5 Annual Account Per Partic ipant Monthly Fees .. Setup Additional Serv ice Plan T ransfer and Plan Te rmination Fees .. Residual Plan Activity Invoicing Fees .. Return of Concessions .. Partic ipant Fees .. Interest on Contributions and Other Amounts Held by Master Custody Account .. Paychex Single Debit Clients .. SIMPLE Security Fidelity Bond Co mmission and Administrative Investment Company and/or Transmittal Vendor Pay ments .. Third-party Pay ments fro m Vendors .. Fees Received by Third-party Section 13 Investment Advice Services Paychex Does Not Provide Investment Advice Availability .. Gu ided Fund Select Plan Lineup Advice Services .. ERISA Sect ion 3(38) Plan Lineup Advisor .. ERISA Sect ion 3(21) Plan Lineup Advisor .. Plan Lineup Advisor Service Agree ment .. Partic ipant Investment Advice Service .. Clients with a Plan Lineup Advisor .. Clients without a Plan Lineup Advisor or Clients Plan Lineup Advisor does not provide Participant Investment Advice Services .

6 Authorization to Provide Plan Investment Information to Partic ipant Investment Advice Provider .. Authorization to Collect and Remit Fees to Partic ipant Investment Advice No Duty to Supervise or Monitor .. Execution of Agree Provision of Plan and Participant Information to Investment Advisors or Financial Appointment of Broker for Clients selecting Open Fund Select and Gu ided Fund Select Se rvice Offering .. Collection of Investment Advisor Section 14 Errors Section 15 changes to Plan Investments/Plan Lineup and Additions to Investment Options for Open Fund Select Changing Plan Investments or Plan Lineup .. Addition, Deletion, or Substitution of Plan Investments Initiated by Client .. Deletion or Substitution of Plan Investments Not Init iated by Client .. Notice of De letion or Substitution .. Notice of Deletion or Substitution is less than Notice Provided Under Section .. Adding Investment Options to Open Fund Guided Fund Select Plan Lineup - changes to Plan Lineup by a 3(38) Plan Lineup Guided Fund Select Plan Lineup changes to a 3(21) Gu ided Fund Select Plan Deleted, Substituted, or Closed Plan Investment.

7 Section 16 Delivery of Prospectus Electronic Availability of Prospectus and Other Legally Required Docu ments .. Paper Delivery of Prospectus and Other Legally Required Docu ments .. Prospectus .. Section 17 Collection of Fees for Third-party Vendor Services Section 18 Payment of Administrative Service Fees and Contribution Amounts Admin istrative Serv ice Fees .. Re mit Contribution Amounts Due .. Electronic Funds Transfer .. Payment by Wire Transfer or Other Method .. Insufficient or Nonconfirmed Funds .. Collection of Serv ice Fees fro m Plan Assets .. Admin istrative Serv ice Fees .. Non-sufficient Fund (NSF) or Failure to Pay Service Abandoned Termination of Agreement and Transfer of Plan Plan Te rmination .. Failure to Pay A mounts P age 2 of 60 RS0060 4/2020 Section 19 Client and/or Plan Administrator Default Section 20 Refund/Adjustments Section 21 Termination of Agreement Termination for Convenience.

8 Termination for Obligations upon Termination .. Continuing Obligations of Client .. Gu ided Fund Select Client Section 22 Client Confidential Information Section 23 - Client Online Account Section 24 Limit of Liability Section 25 Indemnification Section 26 Governing Law and Arbitration Section 27. Telephone Consumer Protection Act (TCPA) Consent Section 28 Miscellaneous Assignability .. Signature .. Entire Agree ment .. Force Majeure .. changes to Agreement .. Severability and Va lid ity .. Third Pa rties .. Headings .. Surviving Sect ions .. Section 29 Client Acknowledgements and Representations Schedule A Master Custody Agreement Schedule B Paychex Plan Conversion Services Schedule C 1 Guided Choice Investment Advisory Services Agreement Schedule C 2 LPL Small Market Solution See LPL Financial Plan Sponsor Agreement Schedule C 3 Mesirow Index Elite See Mesirow Financial Investment Management, Inc.

9 Investment Manager Agreement Schedule C 4 Raymond James See Qualified Retirement Plan Discretionary Advisory Consulting Services Agreement Schedule C 5 Merrill Lynch 3(21) or 3(38) Fiduciary Advisory Services Non-Discretionary Client Agreement or Merrill Lynch 3(21) or 3(38) Fiduciary Advisory Services Discretionary Client Agreement Schedule D 1 Guided Choice Participant Investment Advisory Services Agreement Schedule D 2 LPL Financial Schedule E 1 - Mille nnium Trust SIMPLE IRA Schedule E 2 - Fide lity SIMPLE IRA Schedule F Outside Plan Investments Schedule G Stale Check Procedure for Plan Assets Schedule H Services following Termination of the Agreement, Plan Termination and Terminated Plan Distribution Services Schedule I Definitions P age 3 of 60 RS0060 4/2020 Paychex Retirement Company Name _____ Office/Client Number _____ Federal ID Number _____ Section 1 Term of Agreement Client acknowledges that by executing this Paychex Retirement Services Agreement ( Agreement )

10 It is applying for Paychex to provide the Services specified in the Agreement (as defined in Section 2 below). The Agreement between Client and Paychex will be entered into when Paychex accepts Client s application. Paychex will not accept Client s application until at least three (3) Business Days after the date Client signs this Agreement, and Client may withdraw its application without any penalty by notifying Paychex in writing at any time before Paychex accepts Client s application. In the event that Client directs Paychex to commence Services sooner than three (3) Business Days from executing this Agreement, the Agreement will be deemed to be entered into and binding on the parties on the date Paychex begins to perform the Services , which shall include, but not be limited to collecting Contributions fro m Client. Section 1 Term of the Agreement. This Paychex Retirement Services Agreement ( Agreement ) is entered into between Paychex , Inc.