Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
HTTP://WWW.MPEGLA.COM 401(K) PLAN
Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
HTTP://WWW.MPEGLA.COM 401(K) PLAN
TABLE OF CONTENTS
EMPLOYER INFORMATION .................................................................................................................................................1
PLAN INFORMATION ............................................................................................................................................................1
SECTION A. GENERAL INFORMATION...............................................................................................................................1
Plan Name/Effective Date...................................................................................................................................................1
Plan Features......................................................................................................................................................................1
Compensation.....................................................................................................................................................................2
Definitions ...........................................................................................................................................................................3
SECTION B. ELIGIBILITY ......................................................................................................................................................3
Exclusions...........................................................................................................................................................................3
Eligibility for Plan Participation............................................................................................................................................3
SECTION C. CONTRIBUTIONS - ELECTIVE DEFERRALS AND SAFE HARBOR..............................................................5
Elective Deferrals................................................................................................................................................................5
Automatic Enrollment..........................................................................................................................................................5
Testing Elections.................................................................................................................................................................6
SECTION D. CONTRIBUTIONS - EMPLOYER MATCHING, NON-ELECTIVE AND OTHER CONTRIBUTIONS ...............6
Matching - Allocation Service..............................................................................................................................................6
Matching - Formula .............................................................................................................................................................6
Non-Elective - Allocation Service........................................................................................................................................6
Non-Elective - Formula .......................................................................................................................................................7
Other Contributions/415......................................................................................................................................................7
SECTION E. VESTING ..........................................................................................................................................................8
Vesting Service Rules.........................................................................................................................................................8
Vesting Schedules ..............................................................................................................................................................8
SECTION F. DISTRIBUTIONS...............................................................................................................................................8
Normal/Early Retirement.....................................................................................................................................................8
Time & Form of Payment ....................................................................................................................................................8
Payments on Death ............................................................................................................................................................9
Force-Out Provisions ..........................................................................................................................................................9
Required Beginning Date....................................................................................................................................................9
SECTION G. IN-SERVICE WITHDRAWALS .........................................................................................................................9
Retirement/Hardship/Age....................................................................................................................................................9
Other Withdrawals ............................................................................................................................................................10
Conditions/Limitations.......................................................................................................................................................10
Roth Rollovers and Transfers ...........................................................................................................................................10
SECTION H. PLAN OPERATIONS AND TOP-HEAVY........................................................................................................10
Plan Operations ................................................................................................................................................................10
Top-Heavy ........................................................................................................................................................................11
SECTION I. MISCELLANEOUS ...........................................................................................................................................11
SECTION J. EXECUTION PAGE.........................................................................................................................................12
HARDSHIP DISTRIBUTION ADDENDUM...........................................................................................................................13
SECURE/CARES/CAA ADDENDUM ...................................................................................................................................15
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CCH Incorporated, DBA ftwilliam.com
Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
ADOPTION AGREEMENT #002
401(k)/PROFIT SHARING NON-STANDARDIZED PLAN (ANSWERS ONLY)
The undersigned adopting employer hereby adopts this Plan. The Plan is intended to qualify as a tax-exempt profit
sharing plan under Code section 401(a), and the cash or deferred arrangement forming part of the Plan (to the extent
provided in the Adoption Agreement) is intended to qualify under Code section 401(k). The Plan shall consist of this
Adoption Agreement, its related Basic Plan Document #01, and any Addendum to the Adoption Agreement. Unless
otherwise indicated, all Section references are to Sections in the Basic Plan Document.
NOTE: The following only indicates the options actually selected by the Plan Sponsor. Therefore, many questions and
options will not appear which will result in gaps in numbering and other labeling.
EMPLOYER INFORMATION
NOTE: An amendment is not required to change the responses in items 1-13 below.
1. Name of adopting employer (Plan Sponsor): HTTP://WWW.MPEGLA.COM
2.
3.
4.
5.
Address: 30593 E 660 Rd
City: Chouteau
State: OK
Zip: 74337
6. Phone number: 918-803-8264
7. Fax number:
8. Plan Sponsor EIN: 04-3716259
9. Plan Sponsor fiscal year end: 12/31
10. Entity Type
a. Plan Sponsor entity type:
ix.  Other: other (must be a legal entity recognized under the Code)
11. State or commonwealth of organization of Plan Sponsor: OK
PLAN INFORMATION
SECTION A. GENERAL INFORMATION
Plan Name/Effective Date
1. Plan Number: 001
2. Plan name:
a. HTTP://WWW.MPEGLA.COM 401(k) Plan
3. Effective Date
a. Original effective date of Plan: 01/01/2024
5. Plan Year
a. Plan Year means each consecutive 12-month period ending on 12/31 (e.g., December 31)
6. Limitation Year means:
a.  Plan Year
Plan Features
8. Elective Deferrals
a. Elective Deferrals are permitted (Section 4.01):
 Yes  No
b. Roth Elective Deferrals are permitted:
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Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
SECTION A. GENERAL INFORMATION
 Yes  No
9. Voluntary Contributions
Voluntary (after-tax) Contributions are permitted (Section 4.01):
a.  Yes
b.  No
c.  Formerly Allowed
10. Employer Matching Contributions
Employer Matching Contributions are permitted (Section 4.02):
 Yes  No
11. Non-Elective Contributions
Non-Elective Contributions are permitted (Section 4.03):
 Yes  No
12. Safe Harbor Contributions
Safe harbor contributions are permitted (Section 4.04):
 Yes  No
14. Plan Features Effective Dates
a.  There is a special effective date for one or more features specified in A.8 through A.13. The special effective
date(s) which occur after the Effective Date specified in A.3 is/are: Match Contributions are effective as of
08/01/2024. Profit Sharing Contributions are effective as of 08/01/2024. Deferrals & Roth Contributions are
effective as of 08/01/2024
Compensation
15. Statutory Compensation
a. Definition of Statutory Compensation (as defined in Article 2 of the Basic Plan Document):
ii.  W-2 Compensation
16. Plan Compensation
a. Definition of Plan Compensation (as defined in Article 2 of the Basic Plan Document) for purposes of allocations
will be Statutory Compensation with the following exclusions:
i.
ii.
iii.
iv.
No Exclusions
Pay earned before
participation
Amounts which are
contributed by the
Employer pursuant to a
salary reduction
agreement and not
includible in the gross
income of the Participant
under Code sections 125,
402(e)(3), 402(h), 403(b),
132(f) or 457
All of the following
benefits (even if
includable in gross
income): reimbursements
or other expense
allowances, fringe
benefits (cash and
noncash), moving
expenses, deferred
Elective Deferrals/
Voluntary
Contributions
Employer Match
Non-Elective

n/a










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CCH Incorporated, DBA ftwilliam.com
Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
SECTION A. GENERAL INFORMATION
compensation, and
welfare benefits (Treas.
Reg. section
1.414(s)-1(c)(3))
v.
Differential military pay as
defined in Code section
3401(h)(2)
vi. Final Paycheck Pay
vii. Post Severance
Compensation
viii. Post Year End
Compensation
ix. Other adjustments (e.g.,
commissions, bonuses,
etc.):















b. Plan Compensation is determined over the period specified below ending with or within the Plan Year:
i.
 Plan Year
Definitions
18. Disability
Definition of Disability
c.  Inability to engage in comparable occupation. The Participant suffers from a physical or mental impairment
that results in his inability to engage in any occupation comparable to that in which the Participant was engaged at
the time of his disability. The permanence and degree of such impairment shall be supported by medical
evidence.
19. Choice of Law
Name of state or commonwealth for choice of law (Section 13.05): California
SECTION B. ELIGIBILITY
Exclusions
1. The term "Eligible Employee" shall not include (Check items as appropriate):
a.
b.
c.
d.
e.
Elective Deferrals/
Voluntary
Contributions
Employer Match
Non-Elective















Elective Deferrals/
Voluntary
Employer Match
Non-Elective
No Exclusions
Union Employees
Leased Employees
Non-Resident Alien
Other Employees (Section
3.06(a)): Interns will be
excluded for all plan
purposes.
Eligibility for Plan Participation
6. Age Requirement for Plan Participation
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Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
SECTION B. ELIGIBILITY
a.
Age Requirement
Contributions
18
18
18
Elective Deferrals/
Voluntary
Contributions
Employer Match
Non-Elective





















n/a


n/a








7. Service Requirement for Plan Participation
a.
b.
c.
d.
e.
f.
g.
h.
i.
j.
k.
No Minimum Service
Completion of one Year of
Eligibility Service - Hours of
Service necessary for a Year
of Eligibility Service (not to
exceed 1,000):
Completion of one Year of
Eligibility Service - Elapsed
Time
Completion of
Hours of Service (not to
exceed 1,000) within a
12-month period. The service
requirement shall be deemed
met at the time the specified
number of Hours of Service
are completed
Completion of
month(s) of service - Elapsed
Time (not to exceed 12)
Completion of
Hours of Service (not to
exceed 1,000) in a
month period (not to exceed
12; hours of service failsafe
applies)
Completion of
consecutive month(s) of
continuous service (not to
exceed 12; hours of service
failsafe applies)
Completion of two (2) Years of
Eligibility Service - Hours of
Service (100% vesting
required under Sections E.8
and E.9); Hours of Service
necessary for a Year of
Eligibility Service (not to
exceed 1,000):
Completion of two (2) Years of
Eligibility Service - Elapsed
Time (100% vesting required
under Sections E.8 and E.9)
Other:
(hours of
service failsafe applies if
Elapsed Time is not specified)
Additional Requirements:
8. Entry Dates for Plan Participation
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CCH Incorporated, DBA ftwilliam.com
Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
SECTION B. ELIGIBILITY
a.
b.
c.
d.
e.
f.
g.
Immediate
First day of each payroll period
First day of the calendar
month
First day of each Plan quarter
First day of the first month and
seventh month of the Plan
Year
First day of the Plan Year
Other:
Elective Deferrals/
Voluntary
Contributions
Employer Match
Non-Elective





















SECTION C. CONTRIBUTIONS - ELECTIVE DEFERRALS AND SAFE HARBOR
Elective Deferrals
1. Minimum and Maximum Deferral Amounts
Unless otherwise indicated below, there shall be no minimum deferral, and the maximum deferral will be defined by
the limitations set forth under Code Section 415.
b.  The Plan will impose a maximum Elective Deferral of: 90%
c.  Other limitations on Elective Deferrals (specify): Maximum Roth Elective Deferral Contribution is 50% of
Compensation
2. Modifications of Elective Deferrals
a. Participants modify/start/stop Elective Deferrals/Voluntary Contribution elections:
i.
 Each pay period
b.  Participants may stop an election to contribute at any time.
3. Catch-up Contributions
 Allow Participants to make Catch-up Contributions (Section 5.01(d))
Automatic Enrollment
4. The Plan has Automatic Enrollment provisions intended to satisfy:
c.  EACA
5. Automatic Enrollment Application Indicate which employees will be subject to the automatic enrollment provisions
of the Plan:
b.  All Participants without an existing affirmative election (an affirmative election includes an election not to
defer into the Plan)
6. Covered Employees - EACA Indicate which employees will be "covered employees" who are subject to the
automatic contribution arrangement:
a.  All Employees who make an affirmative election shall remain covered Employees within the meaning of
Treas. Reg. section 1.414(w)-1(e)(3)
7. Initial Automatic Enrollment Amount (ACA and EACA)
a. The initial amount of the automatic enrollment (as a percentage of pay): 8%
b.  The automatic enrollment deferral percentage will increase by 1% according to the schedule in C.9.
i.
The maximum automatic enrollment deferral percentage is: 15%
9. Application of Increase Provisions
a. The first deferral rate increase will occur on:
i.
 The first day of the second Plan Year following the Plan Year during which the initial automatic
enrollment became effective.
b. Subsequent deferral increases will occur:
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CCH Incorporated, DBA ftwilliam.com
Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
SECTION C. CONTRIBUTIONS - ELECTIVE DEFERRALS AND SAFE HARBOR
i.
 The first day of each Plan Year
10. Permissible Withdrawals - EACA/QACA
 Permissible withdrawals will be allowed provided they are requested within 90 days after the first automatic
deferral (no fewer than 30 or more than 90 days)
11. Deferral Contribution Source If the Plan provides for automatic enrollment and Roth contributions are allowed,
select the default type of automatic contributions:
a.  Pre-tax. All Elective Deferrals made under Section 4.01(g) shall be designated as Pre-tax Elective Deferrals.
Testing Elections
19. ADP Testing Elections (Section 5.02(a))
a. Average Deferral Percentage of Nonhighly Compensated Employees are determined using:
i.
 Current year
20. ACP Testing Elections (Section 5.02(b))
a. Average Contribution Percentage of Nonhighly Compensated Employees are determined using:
i.
 Current year
SECTION D. CONTRIBUTIONS - EMPLOYER MATCHING, NON-ELECTIVE AND OTHER
CONTRIBUTIONS
Employer Matching - Allocation Service
1. Allocation Service Requirements for Employer Matching Contributions
d.  None
6. Coverage Failures for Employer Matching Contributions
Method to fix Employer Matching Contribution Code section 410(b) ratio percentage coverage failures (Section
4.02(d)):
b.  Add just enough Participants to meet the coverage requirements
Employer Matching - Formula
7. Matched Employee Contribution Inclusions
a. Elective Deferrals are included in the definition of Matched Employee Contribution to the extent selected below
i.
 Include a Participant's Catch-up Contributions in the definition of Matched Employee Contribution
ii.  Include a Participant's Roth Elective Deferrals in the definition of Matched Employee Contribution
8. Employer Matching Contribution Formula
a.  A discretionary amount. The amount will be allocated:
i.
 as a uniform percentage of Matched Employee Contributions.
12. Employer Matching Contribution(s) - Limitations
a. Plan limits Employer Matching Contributions to the following in each Plan Year:
vi.  No Maximum
13. Determination Period for Employer Matching Contributions
a. The period for determining the amount of an allocation of Employer Matching Contributions is:
i.
 End of Plan Year
Non-Elective - Allocation Service
14. Continuing Eligibility for Non-Elective Contributions (select one):
b.  Pursuant to options selected below. An Eligible Employee shall be eligible to receive an allocation of
Non-Elective Contributions upon meeting the requirements of D.15 through D.19
15. Allocation Service Requirements for Non-Elective Contributions
b.  In order to share in the allocation of Non-Elective Contributions, a Participant is required to be employed by
the Employer on the last day of the applicable period
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CCH Incorporated, DBA ftwilliam.com
Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
SECTION D. CONTRIBUTIONS - EMPLOYER MATCHING, NON-ELECTIVE AND OTHER CONTRIBUTIONS
16. Applicable Period
a. The applicable period for determining the satisfaction of service requirements for an allocation of Non-Elective
Contributions is:
i.
 Plan Year
19. Exceptions to Allocation Service Requirements for Non-Elective Contributions
a.  A Participant whose employment terminates on the last day of the applicable period is treated as being
employed by the Employer on the last day of the applicable period.
b. Modify Hour of Service requirement or last day requirement for a Participant who terminates employment with the
Employer during the applicable period due to:
i.
 death
ii.  Disability
iii.  attainment of Normal Retirement Date
c. Any Hour of Service requirement and last day requirement shall be modified as follows:
iii.  Waive last day requirement only
20. Coverage Failures for Non-Elective Contributions
Method to fix Non-Elective Contribution Code section 410(b) ratio percentage coverage failures (Section 4.03(d)):
b.  Add just enough Participants to meet the coverage requirements
Non-Elective - Formula
21. Amount of Non-Elective Contributions
a.  Discretionary in an amount as determined by the Employer
22. Non-Elective allocation formula. The Non-Elective Contribution shall be allocated to eligible Participants who
have met the requirements of Section B and D.14 through 17 as follows (Section 4.03):
g.  New Comparability - One Group per Participant. In an amount designated by the Employer to be allocated to
each group. For purposes of this D.22g, there shall be one group created for each Participant eligible to receive
allocations of Non-Elective Contributions. The contribution shall be allocated to each group in a manner
determined by the Employer. The amount allocated to one group need not bear any relationship to amounts
allocated to any other group. The Employer shall notify the Plan Administrator or the Trustee in writing of the
amount of contributions allocated to each group.
26. Determination Period for Non-Elective Contributions
a. The period for determining the amount of an allocation of Non-Elective Contributions is:
i.
 End of Plan Year
Other Contributions/415
30. QNECs/QMACs
 The following limitations, conditions or special rules apply to Qualified Non-Elective Contributions (QNECs) or
Qualified Matching Contributions (QMACs):
If the Employer makes discretionary QNECs (Section 4.04(b)) or QMACs (Section 4.04(c)) to the Plan, the Employer
must provide the Plan Administrator (or Trustee, if applicable), written instructions describing (1) how the discretionary
QNEC or QMAC formula will be allocated to Participants, (2) the computation period(s) to which the discretionary
QNEC or QMAC formula applies, and (3) if applicable, a description of each business location or business
classification subject to separate discretionary QNEC or QMAC allocation formulas. Such instructions must be
provided no later than the date on which the discretionary QNEC or QMAC is made to the Plan. A summary of these
instructions must be communicated to Participants who receive discretionary QNECs or QMACs. The summary must
be communicated to Participants no later than 60 days following the date on which the last discretionary QNEC or
QMAC is made to the Plan.
31. Rollovers
Rollover Contributions are permitted (Section 4.06):
b.  Yes - All Eligible Employees may make a Rollover Contribution even if not yet a Participant in the Plan
33. Death or Disability During Qualified Military Service
 For benefit accrual purposes, a Participant that dies or becomes Disabled while performing qualified military
service will be treated as if he had been employed by the Employer on the day preceding death or Disability and
terminated employment on the day of death or Disability (Section 4.08).
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CCH Incorporated, DBA ftwilliam.com
Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
SECTION E. VESTING
SECTION E. VESTING
Vesting Service Rules
1. Vesting service computation method
a.  Hours of Service. Number of Hours of Service necessary for a Year of Vesting Service (not to exceed 1,000):
1000
2. Vesting Service Equivalencies
a. Select equivalency for vesting purposes:
i.
 None.
3. Vesting Computation Period
b.  Plan Year
5. Vesting Exceptions (Section 6.02)
a.  Death. Provide for full vesting for a Participant who terminates employment with the Employer due to death
while an Employee.
b.  Disability. Provide for full vesting for a Participant who terminates employment with the Employer due to
Disability while an Employee.
6. Vesting Exclusions
d.  Rule of parity. If an Employee does not have any nonforfeitable right to the Account balance derived from
Employer contributions, exclude Years of Vesting Service earned before a period of five (5) consecutive
One-Year Breaks in Service/Periods of Severance.
Vesting Schedules
8. Employer Matching Contributions
Vesting Schedule for Employer Matching Contributions (Section 6.02):
a.  100%
9. Non-Elective Contributions
Vesting Schedule for Non-Elective Contributions (Section 6.02):
a.  100%
12. Forfeitures
Forfeitures will be used in the following manner (Article 6):
a.  Any permissible method described in Section 6.03(d)
SECTION F. DISTRIBUTIONS
Normal/Early Retirement
1. Normal Retirement
a. Normal Retirement Age means:
i.
 Attainment of age (not to exceed 65): 65
c. Normal Retirement Date means:
i.
 Normal Retirement Age
2. Early Retirement
a. Early Retirement Age means:
i.
 None. The Plan does not have an early retirement feature.
Time & Form of Payment
3. Time of Payment (Other than Death)
Distributions after Termination of Employment for reasons other than death shall commence (Section 7.02):
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Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
SECTION F. DISTRIBUTIONS
a.  Immediate. As soon as administratively feasible with a final payment made consisting of any allocations
occurring after such Termination of Employment.
4. Form of Payment (Other than Death)
Medium of distribution from the Plan:
a.  Cash only
5. Default Form of Payment (Other than Death)
a. Unless otherwise elected by the Participant, distributions shall be made in the form of:
i.
 Lump sum only
b. In addition to the form described in F.5a, distributions from the Plan after Termination for reasons other than
death may be made in the following forms (select all that apply):
i.
 Lump sum only
c.  Partial or installment distributions will be permitted only to satisfy the required minimum distribution rules
6. Distributions as an Annuity
a. Permit Participants to make distributions in the form of an annuity
iii.  No
b. Permit Beneficiaries to make distributions in the form of an annuity
iii.  No
Payments on Death
9. Payment upon Participant's Death
Distributions on account of the death of the Participant shall be made in accordance with the following:
c.  Allow extended payments for all beneficiaries in accordance with Sections 7.02(b)(1)(A), (B) and (C) and
7.02(b)(2)(A) and (B)
10. Beneficiaries
a. Death benefits when there is no designated beneficiary:
i.
 In accordance with Section 7.04(c)
Force-Out Provisions
11. Force-Out Provisions
a.  Maximum force-out amount for purposes of Section 7.03 (not to exceed $5,000): $5000
i.
 Exclude amounts attributable to Rollover Contributions in determining the value of the Participant's
nonforfeitable account balance
ii. Force-outs will be subject to the automatic rollover provisions of 7.06(c) if over: $0
c. Force-out of a terminated Participant's Account balance is deferred under Section 7.03(b) until:
ii.  Required Beginning Date - Participant may elect payment in a lump sum or installments
Required Beginning Date
12. Required Beginning Date
Required Beginning Date for a Participant other than a More Than 5% Owner:
a.  Retirement. April 1 of the calendar year following the later of the calendar year in which the Participant attains
age 70-1/2 or retires
SECTION G. IN-SERVICE WITHDRAWALS
Retirement/Hardship/Age
1. Normal/Early Retirement
a.  Allow in-service distributions after attainment of Normal Retirement Date (Section 7.01(b)) from the following
Accounts: All Accounts
2. Hardship
Hardship withdrawals are allowed as follows (Section 8.01):
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CCH Incorporated, DBA ftwilliam.com
Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
SECTION G. IN-SERVICE WITHDRAWALS
c. 
i.
Selected Accounts
 Elective Deferral Account (excluding earnings on his Elective Deferral Account credited after the later of
December 31, 1988, and the end of the last Plan Year ending before July 1, 1989)
v.  Rollover Contribution Account
d. The criteria used in determining whether a Participant is entitled to receive a Hardship withdrawal:
i.
 Safe Harbor criteria set forth in Section 8.01(b)
g. If a Participant may receive a Hardship withdrawal from his Elective Deferral Account, permit Hardship
withdrawals from the Participant's Roth Elective Deferral Account subject to the same terms and conditions as
apply to the Participant's Elective Deferral Account:
i.
 Yes
3. Specified Age and Service
a. In-service withdrawals are allowed on attainment of age
i.
 None
and
service (Section 8.02):
4. Specified Age
a. In-service withdrawals are allowed on attainment of age 59.5 (Section 8.02):
ii.  All Accounts
c. If a Participant may receive a withdrawal upon the attainment of a specified age from his Elective Deferral
Account, permit such withdrawals from the Participant's Roth Elective Deferral Account subject to the same terms
and conditions as apply to the Participant's Elective Deferral Account:
i.
 Yes
Other Withdrawals
7. At Any Time (Section 8.03(b))
In-service withdrawals are allowed from the following Accounts at any time:
b.  Rollover Contribution Account
Conditions/Limitations
11. Vesting Status for In-service Withdrawals
 In-service withdrawals otherwise permitted under Section G are allowed only if the distributing Account is fully
vested.
Roth Rollovers and Transfers
13. In-Plan Roth Rollovers
a. If the Plan allows for Roth contributions, In-Plan Roth Rollovers are permitted (Section 4.06(c)):
i.
 No
14. In-Plan Roth Transfers
If the Plan allows for Roth contributions, In-Plan Roth Transfers are permitted (Section 4.06(d)):
a.  No
SECTION H. PLAN OPERATIONS AND TOP-HEAVY
Plan Operations
1. Permitted Investments
Unless indicated below, the Plan may invest up to 100% of the Trust in "qualifying employer securities" and "qualifying
employer real property" (Section 9.04(b)).
a.  Investment in "qualifying employer securities" and "qualifying employer real property" is restricted as follows:
Plan may not invest in 'qualifying employer securities' and 'qualifying employer real property'
4. Participant Self-Direction
a. Specify the extent to which the Plan permits Participant self-direction and indicate the Plan's intent to comply with
ERISA section 404(c) (Section 9.02):
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SECTION H. PLAN OPERATIONS AND TOP-HEAVY
i.
 All Accounts and 404(c) applies
5. Valuation Date
Enter Valuation Date:
d.  Each business day
6. Plan Administration
a. Designation of Plan Administrator (Section 11.01):
iii.  Other: Plan Sponsor & Human Interest, Inc.
b. Establishment of procedures for the Plan Administrator and the Investment Fiduciary (Sections 11.01(d) and
11.02(c)):
i.
 Plan Administrator and Investment Fiduciary adopt own procedures
c. The Trustee is also the Investment Fiduciary (Section 11.02):
i.
 Yes
d. Type of indemnification for the Plan Administrator and Investment Fiduciary:
ii.  Standard according to Section 11.06
e.  The following modifications shall be made to the duties of the applicable parties: Human Interest, Inc. is
appointed as a Plan Administrator only with respect to the specific services described in the Human Interest
Service Agreement as 3(16) Fiduciary Services. All other Plan Administrator Duties will be the responsibility of the
Plan Sponsor
Top-Heavy
8. Top-Heavy Allocations
a. Top-Heavy allocations are made to:
i.
 This Plan. Participants who share in Top-Heavy minimum allocations:
A.  Non-Key only. Any Participant who is employed by the Employer on the last day of the Plan Year
and is not a Key Employee
b. Other plan maintained by the Employer
i.
 N/A - no other plan
9. Top-Heavy Vesting
Top-Heavy vesting schedule (Section 10.03):
b.  100%
SECTION I. MISCELLANEOUS
Failure to properly fill out the Adoption Agreement may result in disqualification of the Plan.
The Plan shall consist of this Adoption Agreement #002, its related Basic Plan Document #01, and any Addendum to the
Adoption Agreement.
The adopting Employer may rely on an opinion letter issued by the Internal Revenue Service as evidence that the Plan is
qualified under Code section 401 only to the extent provided in Revenue Procedure 2017-41 and any superseding
guidance. The Employer may not rely on the opinion letter in certain other circumstances or with respect to certain
qualification requirements, which are specified in the opinion letter issued with respect to the Plan and in Revenue
Procedure 2017-41 and any superseding guidance. In order to have reliance in such circumstances or with respect to
such qualification requirements, application for a determination letter must be made to Employee Plans Determinations of
the Internal Revenue Service. The Pre-Approved Plan Provider will inform the adopting Employer of any amendments
made to the Plan or of the discontinuance or abandonment of the Plan. The Pre-Approved Plan Provider, CCH
Incorporated, DBA ftwilliam.com may be contacted at 1245 E. Washington Ave., Ste. 101 Madison, WI 53703;
414-226-2442.
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SECTION J. EXECUTION PAGE
SECTION J. EXECUTION PAGE
The undersigned agree to be bound by the terms of this Adoption Agreement and Basic Plan Document and acknowledge
receipt of same. By signing this Adoption Agreement, the undersigned acknowledges having reviewed the Appendix A to
the Basic Plan Document and certifies that all choices reflected in this Adoption Agreement have been taken from such
Appendix. The parties have caused this Plan to be executed this _______ day of ________________, 2024.
HTTP://WWW.MPEGLA.COM:
Signature:________________________________
Summer Smith
Print Name: ______________________________
Title/Position:_____________________________
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HARDSHIP DISTRIBUTION ADDENDUM
HARDSHIP DISTRIBUTION ADDENDUM
This Addendum is intended as a good faith effort to comply with the requirements of the hardship distribution final
regulations and is to be construed in accordance with same. Both the Addendum and the provisions of the hardship
distribution final regulations will supersede any inconsistent Plan provisions.
For each item below, if the check boxes are empty, the italicized provision will apply.
1. Deferral Earnings
Effective on the first day of the first plan year after 12/31/2018, hardship distributions may be taken from earnings on
all Elective Deferrals.

Effective

Hardship distributions continue to only be available from earnings on Elective Deferrals grandfathered under
Treas. Reg. section 1.401(k)-1(d)(3)(ii)(B).
, earnings on all Elective Deferrals are available for hardship distributions.
2. Safe Harbor Contributions/QNECs/QMACs
Effective on the first day of the first plan year after 12/31/2018, if available under the Plan, Qualified Non-Elective
Contributions (QNECs), Qualified Matching Contributions (QMACs) or contributions used to satisfy the safe harbor
requirements of Code sections 401(k)(12) or 401(k)(13), or 401(m)(11) or 401(m)(12), will be available for hardship
distributions.

Effective
, hardship distributions are permitted from Qualified Non-Elective Contributions,
Qualified Matching Contributions or contributions used to satisfy the safe harbor requirements of Code
sections 401(k)(12) or 401(k)(13), or 401(m)(11) or 401(m)(12), if available under the Plan.

Hardship distributions continue to be prohibited from Qualified Non-Elective Contributions, Qualified
Matching Contributions or contributions used to satisfy the safe harbor requirements of Code sections
401(k)(12) or 401(k)(13), or 401(m)(11) or 401(m)(12).
3. Amount Necessary to Satisfy Need Requirement
Effective on the first day of the first plan year after 12/31/2018, a hardship distribution will be considered necessary to
satisfy an immediate and heavy financial need of the Participant only if:
• The distribution is not in excess of the amount required to satisfy the financial need (including any amounts
necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the
distribution);
• The Participant has obtained all other currently available distributions, other than hardship distributions, under any
deferred compensation plan, whether qualified or nonqualified, maintained by the Employer; and
• Effective for distributions made on or after 01/01/2020, the Participant has represented (in writing or by an
electronic medium) that he has insufficient cash or other liquid assets to satisfy the financial need.

Effective
, a distribution will be determined to satisfy an immediate and heavy financial need only
if the three criteria listed above are met.

The following provisions will be used for complying with the amount necessary to satisfy need requirement:
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HARDSHIP DISTRIBUTION ADDENDUM
4. Six-Month Suspension
If the Safe Harbor criteria are used for hardship distributions, effective on the first day of the first plan year after
12/31/2018, the six-month suspension period for Elective Deferrals (and after-tax contributions) will no longer be a
condition for obtaining a hardship distribution, even if the hardship distribution was made in the prior plan year.

Effective
, the Plan will not initiate a six-month suspension period on Elective Deferrals (and
after-tax contributions) following a hardship distribution (cannot be later than 01/01/2020).

The Plan will discontinue any remaining portion of the suspension period for hardship distributions
made prior to the entered effective date.

The Plan will continue any remaining portion of the full six-month suspension period for hardship
distributions made prior to the entered effective date.
5. Loan Requirement
If the Safe Harbor criteria are used for hardship distributions, effective on the first day of the first plan year after
12/31/2018, Participants are not required to take all nontaxable loans under all plans maintained by the Employer
prior to applying for a hardship distribution.

Effective
, Participants are not required to take all available nontaxable loans before applying for
a hardship distribution.

Participants must continue to take all nontaxable loans under all plans maintained by the Employer before
applying for a hardship distribution.
6. Safe Harbor Financial Needs
If the Safe Harbor criteria are used for hardship distributions, the following immediate and heavy financial needs are
considered as safe harbor criteria for hardship distributions made on or after 01/01/2018:
• Expenses for the repair of damage to the Employee's principal residence that would qualify for the casualty
deduction under Code section 165 (determined without regard to section 165(h)(5) and whether the loss exceeds
10% of adjusted gross income).
• Expenses and losses (including loss of income) incurred by the Employee on account of a disaster declared by
the Federal Emergency Management Agency (FEMA) under the Robert T. Stafford Disaster Relief and
Emergency Assistance Act, provided that the Employee's principal residence or principal place of employment at
the time of the disaster was located in an area designated by FEMA for individual assistance with respect to the
disaster.

Effective
, the immediate and heavy financial needs listed above are considered as safe harbor
criteria for hardship distributions.

The immediate and heavy financial needs listed above are not considered as safe harbor criteria for hardship
distributions.
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SECURE/CARES/CAA ADDENDUM
SECURE/CARES/CAA ADDENDUM
This Addendum is intended as a good faith effort to comply with the requirements of the Further Consolidated
Appropriations Act, 2020, including the SECURE Act provisions, the Coronavirus, Aid, Relief and Economic Security
(CARES) Act, and the Consolidated Appropriations Act, 2021 (CAA), and corresponding guidance (the "Applicable Law").
This Addendum is to be construed in accordance with the Applicable Law and both the Addendum and the Applicable Law
will supersede any inconsistent Plan provisions.
OPTIONAL PROVISIONS:
For each item below, if the check boxes are empty, the italicized provision will apply.
1. Qualified Birth or Adoption Distributions (see Section A. below)
The Plan does not permit qualified birth or adoption distributions as a separate distribution event.

Effective
(no earlier than 01/01/2020), the Plan permits qualified birth or adoption distributions
as a separate distribution event.

The following limitations and conditions apply:
.
2. Treatment of 2020 RMDs (see Section B. below)
Effective 01/01/2020, unless the Participant or beneficiary chooses otherwise, a Participant or beneficiary who would
have been required to receive a 2020 RMD will not receive this distribution.
Effective
(no earlier than 01/01/2020):

Unless the Participant or beneficiary chooses otherwise, a Participant or beneficiary who would have been
required to receive a 2020 RMD will not receive this distribution.

Unless the Participant or beneficiary chooses otherwise, a Participant or beneficiary who would have been
required to receive a 2020 RMD will receive this distribution.
3. 2020 RMDs as Direct Rollovers (see Section B. below)
A direct rollover is not offered for 2020 RMDs or Extended 2020 RMDs.
For purposes of the direct rollover provisions of the Plan, the following will be treated as eligible rollover distributions
in 2020:

2020 RMDs.

2020 RMDs and Extended 2020 RMDs.

2020 RMDs, but only if paid with an additional amount that is an eligible rollover distribution without regard to
Code section 401(a)(9)(l).
4. Portability of Lifetime Income Options (see Section F. below)
The Plan does not permit "qualified distributions" or "qualified plan distribution annuity contracts" of lifetime income
investment options.

The Plan permits "qualified distributions" or "qualified plan distribution annuity contracts" of lifetime income
investment options when such investment options are no longer authorized to be held as an investment
option under the Plan effective:
(no earlier than the plan year beginning after 12/31/2019).

The following limitations and conditions apply:
.
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SECURE/CARES/CAA ADDENDUM
5. Transfer Account
The existing Plan provisions, if any, remain in effect for distributions to a Participant who has not separated from
employment from a Transfer Account holding assets transferred from a plan subject to the survivor annuity rules of
Code section 401(a)(11) and 417 (e.g., age cannot be less than 62).

Effective
(no earlier than 01/01/2020), the Plan permits distributions to a Participant who has
not separated from employment from a Transfer Account holding assets transferred from a plan subject to
the survivor annuity rules of Code section 401(a)(11) and 417 if the Participant attains:
(age
cannot be less than 59-1/2).
STANDARD PROVISIONS:
A.
Qualified Birth or Adoption Distributions
To the extent provided above, a Participant may receive a distribution up to $5,000 during the 1-year period beginning on
the date on which the Participant's child is born or on which the legal adoption by the Participant of an eligible adoptee is
finalized. An eligible adoptee is any individual (other than a child of the Participant's spouse) who has not attained age 18
or is physically or mentally incapable of self-support. The $5,000 maximum is an aggregate amount of such distributions
from all plans maintained by the Employer.
B.
Required Minimum Distributions
In defining Required Beginning Date or determining required minimum distributions, any references to age 70-1/2 are
replaced with: age 70-1/2 (for Participants born before 07/01/1949) or age 72 (for Participants born after 06/30/1949).
Notwithstanding other provisions of the Plan to the contrary and if selected above, a Participant or beneficiary who would
have been required to receive required minimum distributions in 2020 (or paid in 2021 for the 2020 calendar year for a
Participant with a required beginning date of 04/01/2021) but for the enactment of section 401(a)(9)(l) of the Code ("2020
RMDs"), and who would have satisfied that requirement by receiving distributions that are either: (1) equal to the 2020
RMDs, or (2) one or more payments (that include the 2020 RMDs) in a series of substantially equal periodic payments
made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life
expectancies) of the Participant and the Participant's designated beneficiary, or for a period of at least 10 years
("Extended 2020 RMDs"), may receive those distributions.
C.
Distribution on Account of Death for Certain Eligible Retirement Plans
Whether before or after distribution has begun, a Participant's entire interest will be distributed to the designated
beneficiary by 12/31 of the calendar year containing the tenth anniversary of the Participant's death unless the designated
beneficiary meets the requirements of an "eligible designated beneficiary". An "eligible designated beneficiary" may
receive distributions over the life of such designated beneficiary. If there is no designated beneficiary as of 09/30 of the
year following the year of the Participant's death, the Participant's entire interest will be distributed by 12/31 of the
calendar year containing the fifth anniversary of the Participant's death.
An "eligible designated beneficiary" is defined as any designated beneficiary who is: (i) the surviving spouse of the
Participant; (ii) a minor child of the Participant; (iii) disabled; (iv) a chronically ill individual; or (v) an individual who is not
more than 10 years younger than the Participant. The determination of whether a designated beneficiary is an "eligible
designated beneficiary" is made as of the date of death of the Participant. If an "eligible designated beneficiary" dies
before the portion of the Participant's interest is entirely distributed, the remainder of such portion must be distributed
within 10 years after the death of such "eligible designated beneficiary".
D.
Qualified Automatic Contribution Arrangement (QACA)
If a Qualified Automatic Contribution Arrangement (QACA) feature is elected, the Plan Administrator has the discretion to
increase automatic elections subsequent to the initial period up to a maximum limitation of 15% of Plan Compensation.
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SECURE/CARES/CAA ADDENDUM
E.
Safe Harbor Notice
If the non-elective contribution method is elected for safe harbor plan exemption (including under a Qualified Automatic
Contribution Arrangement), effective for Plan years beginning on or after 01/01/2020, the safe harbor notice is not
required for satisfying the conditions of Code sections 401(k)(12) or 401(k)(13).
F.
Portability of Lifetime Income Investments
To the extent provided above, any amounts invested in a "lifetime income investment" may be distributed through either
"qualified distributions" or "qualified plan distribution annuity contracts" no earlier than 90 days prior to the date that such
"lifetime income investment" may no longer be held as an investment option under the Plan.
The following terms are used in this section:
"Qualified distribution" means a direct trustee-to-trustee transfer described in Code section 401(a)(31)(A) to an eligible
retirement plan (as defined in Code section 402(c)(8)(B)).
"Qualified plan distribution annuity contract" means an annuity contract purchased for a Participant and distributed to the
Participant by a plan or contract described in subparagraph (B) of Code section 402(c)(8) (without regard to clauses (i)
and (ii) thereof).
"Lifetime income investment" means an investment option which is designed to provide an employee with election rights
which: (a) are not uniformly available with respect to other investment options under the plan, and (b) are to a "lifetime
income feature" available through a contract or other arrangement offered under the plan (or under another eligible
retirement plan (as so defined), if paid by means of a direct trustee-to-trustee transfer described in Code section
401(a)(31)(A) to such other eligible retirement plan).
"Lifetime income feature" means: (a) a feature which guarantees a minimum level of income annually (or more frequently)
for at least the remainder of the life of the employee or the joint lives of the employee and the employee's designated
beneficiary, or (b) an annuity payable on behalf of the employee under which payments are made in substantially equal
periodic payments (not less frequently than annually) over the life of the employee or the joint lives of the employee and
the employee's designated beneficiary.
G.
Disaster or Coronavirus-Related Relief
Notwithstanding any provision of the Plan to the contrary, the Plan may grant temporary disaster or coronavirus-related
relief in compliance with Code sections 1400M and 1400Q, section 15345 of the Food, Conservation, and Energy Act of
2008, section 702 of the Heartland Disaster Tax Relief Act of 2008, section 502 of the Disaster Tax Relief and Airport and
Airway Extension Act of 2017, section 11028 of the Tax Cuts and Jobs Act of 2017, section 20102 of the Bipartisan
Budget Act of 2018, subtitle II of Division Q of the Further Consolidated Appropriations Act, 2020, section 2202 of the
Coronavirus, Aid, Relief and Economic Security Act, and Title III of Division EE of the Consolidated Appropriations Act,
2021 ("Applicable Law"). This Section only applies to the extent the Plan has provided some or all of the relief listed below
in compliance with Applicable Law.
A. Qualified Distributions
I.
"Qualified Distribution" means a distribution to a qualified individual within the applicable time periods as
defined in the relevant sections of Applicable Law which may not exceed $100,000 in aggregate from all
plans maintained by the Employer.
II.
If the Plan permits rollover contributions, at any time during the 3-year period beginning on the day after the
Qualified Distribution was received, an individual may contribute as a rollover to the Plan an aggregate
amount that does not exceed the amount of the Qualified Distribution.
III.
If the Plan permits rollover contributions, an individual who received a withdrawal for the purchase of a
home, but could not use the withdrawal amount due to the disaster, may contribute as a rollover to the Plan
an aggregate amount that does not exceed the amount of the withdrawal amount within the applicable time
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SECURE/CARES/CAA ADDENDUM
periods as defined in the relevant sections of Applicable Law.
B. Expanded Loan Provisions
H.
I.
The maximum loan limit under Code section 72(p)(2)(A) may be applied by substituting "$100,000" for
"$50,000" and substituting "the present value" for "one-half the present value" under the Loan Procedures for
a qualified individual within the applicable time periods as defined in the relevant sections of Applicable Law.
II.
The loan repayment may be delayed for 1 year for a qualified individual within the applicable time periods as
defined in the relevant sections of Applicable Law.
III.
Subsequent repayments will be adjusted to reflect the 1-year delay and any interest accrued during such
delay.
IV.
The 1-year delay will be disregarded in determining the 5-year maximum term of loans under Code section
72(p)(2)(B) and (C).
Difficulty of Care Payments Included in Statutory Compensation
In determining the contribution limitation, Statutory Compensation will be increased by qualified foster care payments.
Qualified foster care payments are difficulty of care payments excluded from gross income under Code section 131. Any
contribution by the Participant which is allowable due to such increase is treated as an after-tax contribution.
I.
Long-Term, Part-Time Employees
Notwithstanding any provision of the Plan to the contrary, effective for Plan years beginning after 12/31/2020, any
Employee working at least 500 hours of service during each of three consecutive 12-month periods ("LTPT Employee")
becomes a Participant eligible to make Elective Deferrals on the date specified in the Plan provided that he or she is an
Eligible Employee and has attained the applicable age requirement, if any, on such date. No 12-month period beginning
before 01/01/2021 is taken into account. Each 12-month period for which an LTPT Employee has at least 500 hours of
service is treated as a year of service for vesting purposes.
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Order Form
Company Name
HTTP://WWW.MPEGLA.COM
Billing Address
30593 E 660 Rd, Chouteau, OK 74337
FEE SCHEDULE
Plan Type
401(k) Concierge
Monthly
Administration Fee
Year 1
$0
Year 2 Onward
$85
Additional Terms
Waived $499 Setup Fee
Asset Fees (HII + HIA)*
0.15%
Monthly Price Per Eligible
Employee
Monthly Price Per
$0
Year
1 Employee2
Eligible
$8
Year 2 Onward
*Asset Fees, which will be deducted from Plan assets, represent an investment advisory fee paid to HIA (Human Interest Advisors)
of 0.12%
and a separate fee for recordkeeping services and custody-related expenses paid to HII (Human Interest Inc.)
of 0.03% .
This Order Form is entered into as of
by the Plan Sponsor (“you”), Human Interest Inc.
(“Human Interest”), and Human Interest Advisors LLC (“HIA”). By signing this Order Form, you agree that this
Order Form and your use of Human Interest’s or HIA’s services are governed by the Human Interest Terms of
Service (“HII TOS”) and HIA Plan Advisory Terms of Service (“HIA TOS”). You acknowledge that neither Human
Interest or HIA provides tax or legal advice, and the Plan must obtain its own counsel for advice on Plan
documents and any tax/legal issues pertaining to design, implementation or operation of the Plan and any
appointment of Human Interest as a 3(16) Plan Administrator. Unless the context requires otherwise,
capitalized terms herein shall have the meanings set forth in the HII TOS or HIA TOS, as applicable. You
acknowledge that Human Interest employees may be incentivized to encourage Plan Sponsor to make
certain Plan design elections. For more information, see here. You further acknowledge that this Order Form,
HII TOS, HIA TOS, and the disclosure information located here serve as Human Interest’s and HIA’s initial
408(b)(2) Disclosures.
I hereby acknowledge receipt of
●
●
Form ADV Part 2A and Part 2B
Investment Policy Statement
Summer Smith
AUTHORIZED SIGNER NAME
SIGNATURE
1 Current estimate. Billed amounts based on actual number of Eligible Employees at start of billing cycle. For purposes of this Order Form: (a) “Eligible
Employee” means (i) active employees who meet the Plan’s eligibility requirements, whether or not they are actually contributing to the Plan, (ii)
terminated employees with an account balance, and (iii) other participants with an account balance (e.g., beneficiaries and alternate payees); and (b)
“Participating Employee” means (i) active employees who elect to contribute to the Plan or have an account balance, (ii) terminated employees with an
account balance, and (iii) other participants with an account balance.
2 External Financial Advisor Fees are determined in separate services agreement between client and designated advisor.
3 Refer to humaninterest.com/payrolls for a list of integrated payroll providers.
Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
HTTP://WWW.MPEGLA.COM
FORMAL RECORD OF ACTION
The following is a formal record of action taken by the governing body of HTTP://WWW.MPEGLA.COM (the
"Employer").
With respect to the adoption of the HTTP://WWW.MPEGLA.COM 401(k) Plan (the "Plan"), the following
resolutions are hereby adopted:
RESOLVED: That the Plan be adopted effective 01/01/2024, in the form attached hereto, which
Plan is hereby adopted and approved;
RESOLVED FURTHER: That the appropriate officers of the Employer be, and they hereby are,
authorized and directed to execute the Plan on behalf of the Employer;
RESOLVED FURTHER:
and
That Summer Smith is hereby appointed as the Trustee of the Plan;
RESOLVED FURTHER: That the officers of the Employer be, and they hereby are, authorized
and directed to take any and all actions and execute and deliver such documents as they may
deem necessary, appropriate or convenient to effect the foregoing resolutions including, without
limitation, causing to be prepared and filed such reports documents or other information as may
be required under applicable law.
Dated this _______ day of _______________, 2024.
_________________________________
Summer Smith
_________________________________
_________________________________
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HTTP://WWW.MPEGLA.COM 401(K) PLAN
TRUST AGREEMENT
2024
CCH Incorporated, DBA ftwilliam.com
All Rights Reserved.
Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
TRUST AGREEMENT
THIS TRUST AGREEMENT is effective 08/01/2024, between HTTP://WWW.MPEGLA.COM (the "Employer"),
and Summer Smith (the "Trustee").
WHEREAS, the Employer sponsors the HTTP://WWW.MPEGLA.COM 401(k) Plan (the "Plan") for the benefit of
employees eligible to participate therein (the "Participants") and their beneficiaries (the "Beneficiaries");
WHEREAS, the Employer designates the Trustee to act as the trustee of a trust constituting a part of the Plan
(the "Trust"), pursuant to which assets are being held to provide for the funding and payment of benefits under the Plan;
WHEREAS, the Trustee is willing to serve as trustee for the Plan and to hold in trust those assets of the Plan that
have been and will be transferred to the Trustee in accordance with the provisions of this Agreement (the "Trust Fund");
WHEREAS, the Employer is, or has designated a person(s) to act as, the "Plan Administrator" as that term is
defined in the Plan;
WHEREAS, the Employer has designated a fiduciary to select Trust Fund investments and perform other duties
with respect to the investment of the Trust Fund (the "Investment Fiduciary");
WHEREAS, the Employer and the Trustee deem it necessary and desirable to enter into a written agreement of
trust; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to
be legally bound, hereby agree and declare as follows:
ARTICLE I
TRUST FUND
Section 1.01
Trust Fund. A Trust is hereby established or continued under the Plan and the Trustee will
maintain a trust account for the Plan and, as part thereof, accounts for such individuals as the Employer shall from time to
time give written notice to the Trustee are Participants in the Plan. The Trustee will accept and hold in the Trust Fund
such contributions on behalf of Participants as it may receive from time to time from the Employer, including amounts
transferred by any prior trustee of the Plan, and such earnings, income and appreciation as may accrue thereon; less
losses, depreciation and payments made by the Trustee to carry out the purposes of the Plan. The Trust Fund shall be
fully invested and reinvested in accordance with the applicable provisions of the Plan.
Section 1.02
Exclusive Benefit. All contributions made to the Plan are made for the exclusive benefit of the
Participants and their Beneficiaries, and such contributions shall not be used for, or diverted to, purposes other than for
the exclusive benefit of the Participants and their Beneficiaries (including the costs of maintaining and administering the
Plan and corresponding Trust).
Section 1.03
Return of Contributions. Notwithstanding any other provision of the Plan: (a) as contributions
made prior to the receipt of an initial determination letter are conditional upon a favorable determination as to the qualified
status of the Plan under Code section 401(a), if the Plan receives an adverse determination with respect to its initial
qualification, then any such contribution may be returned to the Employer within one year after such determination,
provided the application for determination is made by the time prescribed by law; (b) contributions made by the Employer
based upon mistake of fact may be returned to the Employer within one year of such contribution; (c) as all contributions
to the Plan are conditioned upon their deductibility under the Code, if a deduction for such a contribution is disallowed,
such contribution may be returned to the Employer within one year of the disallowance of such deduction; and (d) after all
liabilities under the Plan have been satisfied, the remaining assets of the Trust shall be distributed to the Employer if such
distribution does not contravene any provision of applicable law.
In the case of the return of a contribution due to mistake of fact or the disallowance of a deduction, the amount
that may be returned is the excess of the amount contributed over the amount that would have been contributed had there
not been a mistake or disallowance. Earnings attributable to the excess contributions may not be returned to the Employer
but losses attributable thereto must reduce the amount to be so returned. Any return of contribution or distribution of
assets made by the Trustee pursuant to this Section shall be made only upon the direction of the Employer, which shall
have exclusive responsibility for determining whether the conditions of such return or distribution have been satisfied and
for the amount to be returned.
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Section 1.04
Assets Not Held by Trustee. The Trustee shall not be responsible for any assets of the Plan that
are held outside of the Trust Fund. The Trustee is expressly hereby relieved of any responsibility or liability for any losses
resulting to the Plan arising from any acts or omissions on the part of any insurance company holding assets outside of
the Trust Fund. The Trustee may require the Employer to serve as custodian for all promissory notes and related
documents issued in connection with the Plan's Participant loan program and require the Employer to be responsible for
the safekeeping of same.
Section 1.05
Group Trust. In the event that the Trust is a part of any group trust (within the meaning of Internal
Revenue Service Revenue Rulings 81-100 and 2011-1): (a) participation in the Trust is limited to (i) individual retirement
accounts which are exempt under Code section 408(e), (ii) pension and profit-sharing trusts which are exempt under
Code section 501(a) by qualifying under Code section 401(a) and (iii) accounts under Code sections 403(b)(7), 403(b)(9)
and governmental retiree benefit plans under Code section 401(a)(24) to the extent the requirements of Revenue Ruling
2011-1 are met; (b) no part of the corpus or income which equitably belongs to any individual retirement account or
Employer's trust may be used for or diverted to any purposes other than for the exclusive benefit of the individual or the
Employees, respectively, or their Beneficiaries who are entitled to benefits under such participating individual retirement
account or Employer's trust; (c) no part of the equity or interest in the Trust Fund shall be subject to assignment by a
participating individual retirement account or Employer's trust; and (d) the Trustee shall maintain separate accounts for
each participating trust or individual retirement account.
ARTICLE II
DUTIES OF THE TRUSTEE
Section 2.01
In General. The Trustee is not a party to, and has no duties or responsibilities under the Plan,
other than those that may be expressly contained in this Article. The Trustee shall have no duties, responsibilities or
liability with respect to the acts or omissions of any prior trustee. The Trustee shall discharge its assigned duties and
responsibilities under this Article and the Plan with the care, skill, prudence, and diligence under the circumstances then
prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims.
Section 2.02
Contributions. The Trustee agrees to accept contributions that are paid to it by the Plan
Administrator (as well as rollover contributions and direct transfers from other eligible retirement plans) in accordance with
the terms of this Article. Such contributions shall be in cash or in such other form that may be acceptable to the Trustee.
In-kind contributions of other than qualifying employer securities are permitted only in non-pension plans provided that the
contribution is discretionary and unencumbered. Qualifying employer securities may be contributed to both pension and
non-pension plans subject to the requirements of ERISA section 408(e). The Trustee shall have no responsibility for any
property until it is received by the Trustee. The Plan Administrator shall have the sole duty and responsibility for the
determination of the accuracy or sufficiency of the contributions to be made under the Plan, the transmittal of the same to
the Trustee and compliance with any statute, regulation or rule applicable to contributions.
Section 2.03
Distributions. The Trustee shall make distributions out of the Trust Fund pursuant to instructions
described in Article V. The Trustee shall not have any responsibility or duty under this Article for determining that such are
in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of
payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility
or duty to determine the tax effect of any payment or to see to the application of any payment. In making payments, the
Employer acknowledges that the Trustee is acting as a paying agent and not as the payor, for tax information reporting
and withholding purposes. In the event that any dispute shall arise as to the persons to whom payment or delivery of any
assets shall be made by the Trustee, the Trustee may withhold such payment or delivery until such dispute shall have
been settled by the parties concerned or shall have been determined by a court of competent jurisdiction.
Section 2.04
Records. The Trustee shall keep full and accurate accounts of all receipts, investments,
disbursements and other transactions hereunder, including such specific records as may be agreed upon in writing
between the Employer and the Trustee. All such accounts, books and records shall be open to inspection and audit at all
reasonable times by any authorized representative of the Employer or the Plan Administrator. A Participant may examine
only those individual account records pertaining directly to him.
Section 2.05
Accounting. The Trustee shall file with the Plan Administrator a written account of the
administration of the Trust Fund showing all transactions effected by the Trustee subsequent to the period covered by the
last preceding account and all property held at the end of the accounting period. The Trustee shall use its best effort to file
such written account within ninety (90) days, but not later than one hundred twenty (120) days after the end of each Plan
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Year. Upon approval of such accounting by the Plan Administrator, neither the Employer nor the Plan Administrator shall
be entitled to any further accounting by the Trustee. The Plan Administrator may approve such accounting by written
notice of approval delivered to the Trustee or by failure to express objection to such accounting in writing delivered to the
Trustee within six (6) months from the date on which the accounting is delivered to the Plan Administrator.
Section 2.06
Participant Eligibility. The Trustee shall not be required to determine the facts concerning the
eligibility of any Participant to participate in the Plan, the amount of benefits payable to any Participant or Beneficiary
under the Plan, or the date or method of payment or disbursement. The Trustee shall be fully entitled to rely in good faith
solely upon the written advice and directions of the Plan Administrator as to any such question of fact.
Section 2.07
Indicia of Ownership. The Trustee shall not hold the indicia of ownership of any assets of the
Trust Fund outside of the jurisdiction of the District Courts of the United States, unless in compliance with section 404(b)
of ERISA and regulations thereunder.
Section 2.08
Notice. The Trustee shall provide the Employer with advance notice of any legal actions the
Trustee may take with respect to the Plan and Trust and shall promptly notify the Employer of any claim against the Plan
and Trust.
Section 2.09
Other Fiduciaries. The Trustee shall not be responsible for the acts or omissions of any other
persons except as may be required by ERISA section 405.
ARTICLE III
GENERAL INVESTMENT POWERS
In addition to all powers and authority under common law, statutory authority and other provisions of this Article,
the Trustee shall have the following powers and authorities to be exercised in accordance with and subject to the
provisions of Article IV hereof:
Section 3.01
Invest and reinvest the Trust Fund in any property, real, personal or mixed, wherever situated,
and whether situated, and whether or not productive of income or consisting of wasting assets, including, without
limitation, common and preferred stock, bonds, notes, debentures, options, mutual funds, leaseholds, mortgages
(including without limitation, any collective or part interest in any bond and mortgage or note and mortgage), certificates of
deposit, and oil, mineral or gas properties, royalties, interests or rights (including equipment pertaining thereto), without
being limited to the classes of property in which trustees are authorized by law or any rule of court to invest trust funds
and without regard to the proportion any such property may bear to the entire amount of the Trust Fund;
Section 3.02
Hold property in nominee name, in bearer form, or in book entry form, in a clearinghouse
corporation or in a depository, provided that such property is held in conformance with DOL Reg. section 2550-403a-1(b)
and that such property is held by (i) a bank or trust company that is subject to supervision by the United States or a state,
or a nominee of such bank or trust company, (ii) a broker or dealer registered under the Securities Exchange Act of 1934,
or a nominee of such broker or dealer; (iii) a "clearing agency," as defined in section 3(a)(23) of the Securities Exchange
Act of 1934, or its nominee; or (iv) any other entity as provided in DOL Reg. section 2550-403a-1(b);
Section 3.03
Collect income payable to and distributions due to the Trust Fund and sign on behalf of the Trust
any declarations, affidavits, certificates of ownership and other documents required to collect income and principal
payments, including but not limited to, tax reclamations, rebates and other withheld amounts;
Section 3.04
To sell, exchange, convey, transfer, grant options to purchase, or otherwise dispose of any
securities or other property held by the Trustee. No person dealing with the Trustee shall be bound to see to the
application of the purchase money or to inquire into the validity, expediency, or propriety of any such sale or other
disposition;
Section 3.05
Pursuant to the terms of Article VI, to vote upon any stocks, bonds, or other securities; to give
general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion
privileges, subscription rights or other options, and to make any payments incidental thereto; to oppose, or to consent to,
or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to delegate
discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of
the powers of an owner with respect to stocks, bonds, securities, or other property;
Section 3.06
Take all action necessary to pay for authorized transactions or make authorized distributions,
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including exercising the power to borrow or raise monies from any lender, upon such terms and conditions as are
necessary to settle such transactions or distributions;
Section 3.07
To keep such portion of the Trust Fund uninvested in cash or cash balances as the Trustee may,
from time to time, deem to be in the best interests of the Plan, without liability for interest thereon;
Section 3.08
To accept and retain for such time as the Trustee may deem advisable any securities or other
property received or acquired as Trustee hereunder, whether or not such securities or other property would normally be
purchased as investments hereunder;
Section 3.09
To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance
and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted;
Section 3.10
To settle, compromise, or submit to arbitration any claims, debts, or damages due or owing to or
from the Trust Fund, to commence or defend suits or legal or administrative proceedings, and to represent the Plan and/or
Trust Fund in all suits and legal and administrative proceedings;
Section 3.11
Section 3.12
organization;
To invest in Treasury Bills and other forms of United States government obligations;
To deposit cash in accounts in the banking department of the Trustee or an affiliated banking
Section 3.13
To deposit monies in federally insured savings accounts or certificates of deposit in banks or
savings and loan associations;
Section 3.14
To invest and reinvest all or any portion of the Trust Fund collectively with funds of other
retirement plan trusts exempt from tax under Code section 501(a), including, without limitation, the power to invest
collectively with such other funds through the medium of one or more common, collective or commingled trust funds which
have been or may hereafter be operated by the Trustee, the instrument or instruments establishing such trust fund or
funds, as amended from time to time, being made part of this Trust so long as any portion of the Trust Fund shall be
invested through the medium thereof;
Section 3.15
To sell, either at public or private sale, option to sell, mortgage, lease for a term of years less than
or continuing beyond the possible date of the termination of the Trust created hereunder, partition or exchange any real
property which may from time to time constitute a portion of the Trust Fund, for such prices and upon such terms as it may
deem best, and to make, execute and deliver to the purchasers thereof good and sufficient deeds of conveyance therefor
and all assignments, transfers and other legal instruments, either necessary or convenient for the passing of the title and
ownership thereof to the purchaser, free and discharged of all trusts and without liability on the part of such purchasers to
see to the proper application of the purchase price;
Section 3.16
To repair, alter, improve or demolish any buildings which may be on any real estate forming part
of the Trust Fund or to erect entirely new structures thereon;
Section 3.17
To renew, extend or participate in the renewal or extension of any mortgage, upon such terms as
may be deemed advisable, and to agree to a reduction in the rate of interest on any mortgage or to any other modification
or change in the terms of any mortgage or of any guarantee pertaining thereto, in any manner and to any extent that may
be deemed advisable for the protection of the Trust Fund or the preservation of the value of the investment; to waive any
default, whether in the performance of any covenant or condition of any mortgage or in the performance of any guarantee,
or to enforce any such default in such manner and to such extent as may be deemed advisable; to exercise and enforce
any and all rights of foreclosure, to bid on property in foreclosure, to take a deed in lieu of foreclosure with or without
paying a consideration therefor, and in connection therewith to release the obligation on the bond or note secured by the
mortgage; and to exercise and enforce in any action, suit or proceeding at law or in equity any rights or remedies in
respect to any mortgage or guarantee;
Section 3.18
To purchase any authorized investment at a premium or at a discount;
Section 3.19
To purchase any annuity contract; and
Section 3.20
To do all such acts and exercise all such rights and privileges, although not specifically
mentioned herein, as the Trustee may deem necessary to carry out the purposes of the Plan.
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ARTICLE IV
OTHER INVESTMENT POWERS
Section 4.01
Requirement for Preapproval. The powers granted the Trustee under Article III shall be exercised
by the Trustee upon the written direction from the Investment Fiduciary pursuant to Article V and VI. Any written direction
of the Investment Fiduciary may be of a continuing nature, but may be revoked in writing by the Investment Fiduciary at
any time. The Trustee shall comply with any direction as promptly as possible, provided it does not contravene the terms
of the Plan or the provision of any applicable law. The Investment Fiduciary, by written direction, may require the Trustee
to obtain written approval of the Investment Fiduciary before exercising such of its powers as may be specified in such
direction. Any such direction may be of a continuing nature or otherwise and may be revoked in writing by the Investment
Fiduciary at any time. The Trustee shall not be responsible for any loss that may result from the failure or refusal of the
Investment Fiduciary to give any such required direction or approval.
Section 4.02
Prohibited Transactions. The Trustee shall not engage in any prohibited transaction within the
meaning of the Code and ERISA.
Section 4.03
Legal Actions. The Trustee is authorized to execute all necessary receipts and releases and shall
be under the duty to make efforts to collect such sums as may appear to be due (except contributions hereunder);
provided, however, that the Trustee shall not be required to institute suit or maintain any litigation to collect the proceeds
of any asset unless it has been indemnified to its satisfaction for counsel fees, costs, disbursements and all other
expenses and liabilities to which it may in its judgment be subjected by such action. Notwithstanding anything to the
contrary herein contained, the Trustee is authorized to compromise and adjust claims arising out of any asset held in the
Trust Fund upon such terms and conditions as the Trustee may deem just, and the action so taken by the Trustee shall be
binding and conclusive upon all persons interested in the Trust Fund.
Section 4.04
Retention of Advisors. The Trustee, with the consent of the Investment Fiduciary, may retain the
services of investment advisors to invest and reinvest the assets of the Trust Fund, as well as employ such legal,
actuarial, medical, accounting, clerical and other assistance as may be required in carrying out the provisions of the Plan.
The Trustee may also appoint custodians, subcustodians or subtrustees as to part or all of the Trust Fund.
ARTICLE V
INSTRUCTIONS
Section 5.01
Reliance on Instructions. Whenever the Trustee is permitted or required to act upon the directions
or instructions of the Investment Fiduciary, Plan Administrator or Employer, the Trustee shall be entitled to act in good
faith upon any written communication signed by any person or agent designated to act as or on behalf of the Investment
Fiduciary, Plan Administrator or Employer. Such person or agent shall be so designated either under the provisions of the
Plan or in writing by the Employer and their authority shall continue until revoked in writing. The Trustee shall incur no
liability for failure to act in good faith on such person's or agent's instructions or orders without written communication, and
the Trustee shall be fully protected in all actions taken in good faith in reliance upon any instructions, directions,
certifications and communications believed to be genuine and to have been signed or communicated by the proper
person.
Section 5.02
Designation of Agent.
(1)
Employer. The Employer shall notify the Trustee in writing as to the appointment, removal or
resignation of any person designated to act as or on behalf of the Investment Fiduciary, Plan Administrator or Employer.
After such notification, the Trustee shall be fully protected in acting in good faith upon the directions of, or dealing with,
any person designated to act as or on behalf of the Investment Fiduciary, Plan Administrator or Employer until it receives
notice to the contrary. The Trustee shall have no duty to inquire into the qualifications of any person designated to act as
or on behalf of the Investment Fiduciary, Plan Administrator or Employer.
(2)
Trustee. If there is more than one Trustee, the Trustees may designate one or more of the
Trustees to act on behalf of the Trustees. Such designated Trustee shall be authorized to take any and all actions and
execute and deliver such documents as may be necessary or appropriate.
Section 5.03
Procedures. The Trustee may adopt such rules and procedures as it deems necessary, desirable,
or appropriate including, but not limited to: (a) taking action with or without formal meetings; and (b) in the event that there
is more than one Trustee, a procedure specifying whether action may be taken by a less than unanimous vote.
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Section 5.04
Payment of Benefits. The Trustee shall pay benefits and expenses from the Trust Fund only upon
the written direction of the Plan Administrator. The Trustee shall be fully entitled to rely in good faith on such directions
furnished by the Plan Administrator, and shall be under no duty to ascertain whether the directions are in accordance with
the provisions of the Plan.
ARTICLE VI
INVESTMENT OF THE FUND
Section 6.01
Investment Funds. The Investment Fiduciary shall have the exclusive authority and discretion to
select the investment funds available for investment under the Plan ("Investment Funds"). In making such selection, the
Investment Fiduciary shall use the care, skill, prudence and diligence under the circumstances then prevailing that a
prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims. Subject to the first sentence of Section 6.02, the available investments under the Plan shall
be sufficiently diversified so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not
to do so. The Investment Fiduciary shall notify the Trustee in writing of the selection of the Investment Funds currently
available for investment under the Plan, and any changes thereto.
Section 6.02
Participant Self-Direction. To the extent permitted by the Plan Administrator, each Participant
shall have the right, in accordance with the provisions of the Plan, to direct the investment by the Trustee of all amounts
allocated to the separate accounts of the Participant under the Plan among any one or more of the available Investment
Funds; provided that during any transition period as may be determined by the Investment Fiduciary, the Investment
Fiduciary may direct the investment by the Trustee into the Investment Funds available during such period with respect to
which individual Participant's directions shall not have been made or shall not have been permitted to be made under the
Plan. All investment directions by Participants shall be timely furnished to the Trustee by the Plan Administrator, except to
the extent such directions are transmitted telephonically or otherwise by Participants directly to the Trustee or its delegate
in accordance with rules and procedures established and approved by the Plan Administrator and communicated to the
Trustee. In making any investment of the assets of the Trust Fund, the Trustee shall be fully entitled to rely on such
directions furnished to it by the Plan Administrator or by Participants in accordance with the Plan Administrator's approved
rules and procedures, and shall be under no duty to make any inquiry or investigation with respect thereto. If the Trustee
receives any contribution under the Plan that is not accompanied by instructions directing its investment, the Trustee shall
notify the Plan Administrator of that fact, and the Trustee may, in its discretion, hold all or a portion of the contribution
uninvested without liability for loss of income or appreciation pending receipt of proper investment directions.
Section 6.03
Investment Managers.
(1)
Appointment of Investment Managers. The Investment Fiduciary may appoint one or more
investment managers as described in section 3(38) of ERISA ("Investment Managers") with respect to some or all of the
assets of the Trust Fund as contemplated by section 402(c)(3) of ERISA. Any such Investment Manager shall
acknowledge to the Investment Fiduciary in writing that it accepts such appointment and that it is an ERISA fiduciary with
respect to the Plan and the Trust Fund. The Investment Fiduciary shall provide the Trustee with a copy of the written
agreement (and any amendments thereto) between the Investment Fiduciary and the Investment Manager. By notifying
the Trustee of the appointment of an Investment Manager, the Investment Fiduciary shall be deemed to certify that such
Investment Manager meets the requirements of section 3(38) of ERISA. The authority of the Investment Manager shall
continue until the Investment Fiduciary rescinds the appointment or the Investment Manager has resigned.
(2)
Separation of Duties. The assets with respect to which a particular Investment Manager has been
appointed shall be specified by the Investment Fiduciary and shall be segregated in a separate account for the Investment
Manager (the "Separate Account") and the Investment Manager shall have the power to direct the Trustee in every aspect
of the investment of the assets of the Separate Account. The Trustee shall not be liable for the acts or omissions of an
Investment Manager and shall have no liability or responsibility for acting pursuant to the direction of, or failing to act in
the absence of, any direction from an Investment Manager, unless the Trustee knows that by such action or failure to act
it would be itself committing a breach of fiduciary duty or participating in a breach of fiduciary duty by such Investment
Manager, it being the intention of the parties that each party shall have the full protection of section 405(d) of ERISA.
Section 6.04
Proxies.
(1)
Delivery of Information. The Trustee shall deliver, or cause to be delivered, to the Employer or
Plan Administrator all notices, prospectuses, financial statements, proxies and proxy soliciting materials received by the
Trustee relating to securities held by the Trust or, if applicable, deliver these materials to the appropriate Participant or the
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Beneficiary of a deceased Participant.
(2)
Voting. The Trustee shall not vote any securities held by the Trust except in accordance with the
written instructions of the Employer, the Investment Fiduciary, or if otherwise permitted in the Plan, the Participant or the
Beneficiary of the Participant, if the Participant is deceased. However, the Trustee may, in the absence of instructions,
vote "present" for the sole purpose of allowing such shares to be counted for establishment of a quorum at a
shareholders' meeting. The Trustee shall have no duty to solicit instructions from Participants, Beneficiaries, the
Investment Fiduciary or the Employer.
(3)
Investment Manager. To the extent not delegated to Participants pursuant to subsection (2), the
Investment Manager shall be responsible for making any proxy voting or tender offer decisions with respect to securities
held in the Separate Account and the Investment Manager shall maintain a record of the reasons for the manner in which
it voted proxies or responded to tender offers.
ARTICLE VII
COMPENSATION AND INDEMNIFICATION
Section 7.01
Compensation. The Trustee shall be entitled to reasonable compensation for its services as is
mutually agreed upon with the Employer; provided that such compensation does not result in a prohibited transaction
within the meaning of the Code and ERISA. If the Trustee and the Employer mutually agree that the Trustee may retain as
additional compensation for its services any earnings resulting from the anticipated short-term investment of funds ("float")
on Plan assets deposited in or transferred to a Trustee general or omnibus account, then the Trustee shall be authorized
to retain such float; provided, that such agreement: (i) discloses the specific circumstances under which float will be
earned and retained, (ii) in the case of float on distributions, discloses when the float period commences and ends, and
(iii) discloses the rate of the float or the specific manner in which such rate will be determined. If approved by the Plan
Administrator, the Trustee shall also be entitled to reimbursement for all direct expenses properly and actually incurred on
behalf of the Plan. Such compensation or reimbursement shall be paid to the Trustee out of the Trust Fund unless paid
directly by the Employer.
Section 7.02
Indemnification. The Employer shall indemnify and hold harmless the Trustee (and its delegates)
from all claims, liabilities, losses, damages and expenses, including reasonable attorneys' fees and expenses, incurred by
the Trustee in connection with its duties hereunder to the extent not covered by insurance, except when the same is due
to the Trustee's own gross negligence, willful misconduct, lack of good faith, or breach of its fiduciary duties under the
Plan or ERISA.
ARTICLE VIII
RESIGNATION AND REMOVAL
Section 8.01
Resignation. The Trustee may resign at any time by written notice to the Plan Administrator which
shall be effective 60 days after delivery unless prior thereto a successor Trustee assumes the responsibilities of Trustee
hereunder.
Section 8.02
Removal. The Trustee may be removed by the Employer at any time.
Section 8.03
Successor Trustee. The appointment of a successor Trustee hereunder shall be accomplished by
and shall take effect upon the delivery to the resigning or removed Trustee, as the case may be, of written notice of the
Employer appointing such successor Trustee, and an acceptance in writing of the office of successor Trustee hereunder
executed by the successor so appointed. Any successor Trustee may be either a corporation authorized and empowered
to exercise trust powers or one or more individuals. All of the provisions set forth herein with respect to the Trustee shall
relate to each successor Trustee so appointed with the same force and effect as if such successor Trustee had been
originally named herein as the Trustee hereunder. If within 45 days after notice of resignation shall have been given under
the provisions of this Article a successor Trustee shall not have been appointed, the resigning Trustee or the Employer
may apply to any court of competent jurisdiction for the appointment of a successor Trustee.
Section 8.04
Transfer of Trust Fund. Upon the appointment of a successor Trustee, the resigning or removed
Trustee shall transfer and deliver the Trust Fund to such successor Trustee, after reserving such reasonable amount as it
shall deem necessary to provide for its expenses in the settlement of its account, the amount of any compensation due to
it and any sums chargeable against the Trust Fund for which it may be liable. If the sums so reserved are not sufficient for
such purposes, the resigning or removed Trustee shall be entitled to reimbursement for any deficiency from the Employer.
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IN WITNESS WHEREOF, the parties have caused this Trust to be executed this _______ day of
________________, 2024.
HTTP://WWW.MPEGLA.COM:
Signature:________________________________
Summer Smith
Print Name: ______________________________
Title/Position:_____________________________
TRUSTEE:
_________________________________
Summer Smith
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MATRIX TRUST COMPANY
CUSTODIAL ACCOUNT AGREEMENT
Matrix Trust Custodial Account Agreement 10/11/2021 1/8/2024
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MATRIX TRUST COMPANY
CUSTODIAL ACCOUNT AGREEMENT
(Without Investment Advice)
PARTIES
Customer (Plan Sponsor):
HTTP://WWW.MPEGLA.COM
Address: 30593 E 660 Rd
City: Chouteau
State: OK
Zip: 74337
Tax ID #: 043716259
918
803-8264
Phone Number: (_____)
__________________________
Qualified Plan and Trust Name(s): HTTP://WWW.MPEGLA.COM 401(k) Plan
Original Effective Date of Plan and Trust: 01/01/2024
Trust Tax ID#:
043716259
Trustee(s) (list all): Summer Smith
Plan Administrator (if different from Plan Sponsor) and “responsible plan fiduciary” (as that term is defined in 29
CFR §2550.408b-2(c)(1)(viii)(E)):___________________________________________________________
Address:
City:
State:
Zip:
Phone Number: (_____) ___________________________________________________________
Designated Representative (this is a third party service provider to the Plan, please see definition below:
Human Interest
______________________________________________________________________________________
Address: 655 Montgomery Street, Suite 1800
City: San Francisco
State:
CA
Zip:
94111
855
622-7824
Phone Number: (_____)
_____________________________
E-Statement Election:
Monthly e-statements (no fee will apply). Will be emailed to the address provided below.
Provide quarterly electronic Certified Trust Reports (fee may apply*): yes
X
no
Contact information for e-statement notification:
Summer
Smith
domkingsubmissivesum@gmail.com
First Name: ___________________ Last Name:___________________ E-mail: _____________________________
rk@humaninterest.com
Human Interest RK
First Name: ___________________ Last Name:___________________ E-mail: _____________________________
* If you do not provide your contact information for e-statement delivery, a paper statement will be delivered to
your address of record. Fees will apply. Please consult with your Designated Representative listed above for the
fees associated with certified trust reports and statements.
Matrix Trust Custodial Account Agreement 10/11/2021 1/8/2024
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AGREEMENT
This Custodial Account Agreement ("Agreement") is entered into by and among the Customer, the Trustee(s), and Matrix
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Trust Company (“Matrix Trust”), ("Custodian") effective as of ________________________, 20____.
ARTICLE 1
DEFINITIONS
1.1
Account or Custodial Account. "Account" or "Custodial Account" means the account established
pursuant to Article 2 (Establishment Of Custodial Account).
1.2
Agreement. "Agreement" means this Matrix Trust Custodial Account Agreement by and among
the Customer, the Trustee(s), the Designated Representative(s), and the Custodian.
1.3
Code. "Code" means the Internal Revenue Code of 1986, as amended from time to time.
1.4
Custodian. "Custodian" means Matrix Trust.
1.5
Customer. "Customer" means the sponsor of the Qualified Plan and Trust designated above.
1.6
Designated Representative. "Designated Representative" means the Person named above as
Designated Representative who (i) is not the Company or Trustee(s), (ii) is authorized to establish or terminate the
Custodial Account, (iii) is authorized by the terms of this Agreement to give directions to the Custodian, or to vote or
otherwise manage any asset of the Custodial Account, and (iv) has been retained by the Customer and/or Trustee(s), in a
separate written agreement, to provide certain services to the Qualified Plan, including those referenced herein.
time to time.
1.7
ERISA. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from
1.8
Force Majeure. “Force Majeure” means a cause or event outside the reasonable control of the
parties or that could not be avoided by the exercise of due care, such as an act of God or any mechanical, electronic or
communications failure.
1.9
Fund. "Fund" means all of the money, securities, debt instruments and other property which may
be transferred, assigned and delivered to the Custodian from time to time to be held in custody hereunder in the Custodial
Account, together with the investments made with them, the proceeds received from them, and the gains and accumulations
on them, and the portion thereof from time to time remaining, to be held and disposed of by the Custodian (without
distinction between principal and interest) in accordance with the terms and provisions of this Agreement and proper
directions received by the Custodian.
1.10
Instruction. An "Instruction" to the Custodian is any oral, written or electronic direction given in a
form and manner required or accepted by the Custodian. The Custodian may require that any Instruction be in writing or in
an electronic format, and may recognize standing requests, directions, or requisitions as Instructions.
1.11
Investment Manager. "Investment Manager" means any Person defined as such under ERISA
Section 3(38) who has been appointed in accordance with Section 5.1.1 (Customer’s Duties) to manage the investment of
all or any specified portion of the Custodial Account.
1.12
Person. "Person" means an individual, committee of individuals, partnership, limited liability
partnership, joint venture, corporation, limited liability corporation, mutual company, joint-stock company, non-profit or
not-for-profit organization, trust, estate, unincorporated organization, association or employee organization.
1.13
Plan Administrator. “Plan Administrator” shall have the meaning provided in the Qualified Plan.
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1.14
Qualified Plan. "Qualified Plan" means the retirement plan or eligible deferred compensation plan
maintained by the Customer under Code Section 401(a) or 457(b), as applicable, as designated above, some or all of the
assets of which are held by the Custodian pursuant to the terms of this Agreement.
1.15
Trustee. "Trustee" means the trustee(s) of the Qualified Plan, as designated above, or a Person that
is treated as a trustee of the Qualified Plan pursuant to Code Section 401(f) and the regulations thereunder.
ARTICLE 2
ESTABLISHMENT OF CUSTODIAL ACCOUNT
2.1
The Customer hereby requests that the Custodian establish a Custodial Account for and in the name
of the Qualified Plan for the Customer, and represents that all necessary action has been taken for such appointment and
that this Agreement constitutes a legal, valid, and binding obligation of the Customer. The Custodian shall not be obligated
to provide detailed accounting for the Account or for any individual investment option, such as with respect to
contributions, distributions, loan activity, and rollovers, and Customer agrees to look solely to the Designated
Representative or other recordkeeper that Customer has retained for all such detailed information.
2.2
Exclusive Benefit. Except as permitted by law or by the terms of the Qualified Plan or related
Trust, at no time prior to the satisfaction of all liabilities with respect to participants and their beneficiaries under the
Qualified Plan shall any part of the Account be used for or diverted to any purpose other than for the exclusive benefit of
the participants and their beneficiaries. The assets of the Account shall be held for the exclusive purpose of providing
benefits to participants in the Qualified Plan and their beneficiaries and defraying the reasonable expenses of administering
the Qualified Plan and the Trust.
2.3
Unless there is a substantial change in the federal laws with respect to Marijuana to allow for banks
and trust companies to do business with customers engaged in the business of cultivating, possessing, selling, or offering to
sell Marijuana or Marijuana-Infused products, the Custodian will not establish a Custodial Account for such customers.
Accordingly, the Customer represents and warrants that it is not engaged in the business of cultivating, possessing, selling,
or offering to sell Marijuana or Marijuana-Infused products.
ARTICLE 3
APPOINTMENT, ACCEPTANCE AND ROLE OF CUSTODIAN
3.1
Appointment; Acceptance. The Custodian, in consideration of the deposit by the Customer of
funds into the Account, and other valuable consideration, hereby agrees to act as custodian of the Account on the terms and
conditions of this Agreement. The Customer, in consideration of the agreement by the Custodian to perform the duties of a
custodian under this Agreement, hereby designates and appoints the Custodian as the custodian of the Account.
3.2
Role. The Custodian, as agent of the Customer, but not as fiduciary, shall take, hold, invest, and
distribute all of the assets of the Fund in accordance with the terms of this Agreement. The Custodian will serve as a nondiscretionary, directed custodian of the Custodial Account. The Custodian is responsible for maintaining custody of the
assets held in the Custodial Account, and for investing those assets as directed by the Designated Representative, or by the
properly designated Investment Manager, on behalf of the Customer.
The Custodian (in its capacity as such) will not be an administrative or investment fiduciary of the Qualified Plan, and
nothing in this Agreement is to be interpreted as causing the Custodian to be responsible for the administration or
investment of the Fund other than as directed by the Customer, Designated Representative, or properly designated
Investment Manager hereunder. The Custodian may refuse to exercise any power that it believes, in its sole judgment,
could cause it to become a "fiduciary" or "plan administrator" as defined under ERISA, or cause it to be exercising trust
powers in contravention of any state or federal law to which it may be subject. Notwithstanding the foregoing, to the extent
that the Custodian possesses or exercises any discretion or authority to control the disposition of ERISA plan assets, the
Custodian acknowledges that this is a “fiduciary” function as defined under ERISA Section 3(21).
The Customer hereby agrees, represents and warrants that (i) there are no and there shall continue to be no conflicts or
inconsistencies between this Agreement and the provisions of the Qualified Plan or any Qualified Plan document, and (ii)
the Qualified Plan does not and shall continue not to impose any duties, responsibilities, obligations or liabilities on the
Custodian other than those contained in this Agreement. In the event that the Qualified Plan is to be amended, or the
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Qualified Plan may or does, contain any such conflicts or inconsistencies with this Agreement or impose any duties,
responsibilities, obligations or liabilities on the Custodian not contained herein, the Customer shall immediately notify the
Custodian in writing, and the Custodian may immediately resign hereunder without the necessity of providing the notice
otherwise required by Section 9.3 (Termination). In addition to any other remedies the Custodian may have, the Customer
shall defend, indemnify and hold harmless the Indemnified Parties (as defined in Article 10 Indemnification And Liability;
Duty to Defend) from any and all losses, costs, excise taxes, expenses, fees, liabilities, damages, claims of any nature
whatsoever, including but not limited to legal expenses, court costs, legal fees, costs of or associated with enforcement
actions, investigations, suits, and regulatory or other actions and appeals thereof resulting from their reliance upon the
representation and warranty contained herein and/or resulting from the Customer’s breach of this Section 3.2.
3.3
Customer Direction to the Custodian. Except as provided herein, the Designated Representative
shall provide direction to the Custodian on behalf of the Customer. The Custodian shall have no duty to take any action
other than as specified in this Agreement unless the Designated Representative provides the Custodian with Instructions.
However, each direction is contingent upon the determination by the Custodian that the Instruction can be administered by
the Custodian. The Custodian may conclusively rely upon, and be indemnified by the Customer when in acting in good
faith upon, any Instruction from the Designated Representative or the Customer, or any other notice, request, consent,
certificate, or other instrument or paper believed by the Custodian to be genuine and properly executed, or any instrument
or paper if the Custodian believes the signature thereon to be genuine.
3.4
Designation of Representative and Investment Manager. Customer hereby designates and
authorizes its Designated Representative to provide Instructions to the Custodian on behalf of the Customer, including, but
not limited to: placing orders for the purchase and sale of securities and providing termination notice and Instructions
pursuant to Section 9.3, and authorizes the Custodian to disburse funds on behalf of the Customer upon Instruction from
such Designated Representative. If applicable, Customer also designates one or more Investment Managers in accordance
with the provisions of Section 5.1.1 (Customer’s Duties) and on the basis acceptable to the Custodian. If an Investment
Manager is designated and accepted by the Custodian, the Investment Manager is authorized, with respect to that portion of
the Fund over which it has been delegated investment authority, to provide related Instructions to the Custodian on behalf
of the Customer. Customer hereby also authorizes and directs the Custodian to pay for securities and receive payment from
the sale of securities or other investment transactions arising out of Instructions of the Designated Representative or the
Investment Manager. Designation of a Designated Representative and/or an Investment Manager is subject to the
following provisions:
3.4.1
Customer agrees that the Custodian may rely on Instructions from the Designated Representative
or the Investment Manager, and Customer agrees that the Custodian shall be under no duty to make an investigation with
respect to any Instructions received from the Designated Representative or an Investment Manager;
3.4.2
Customer is solely responsible for managing the investment of the Account and for the direction
and supervision of the Designated Representative and any Investment Manager. All Instructions, directions, and/or
confirmations received by the Custodian from a Designated Representative or Investment Manager shall be deemed to have
been authorized by the Customer;
3.4.3
Customer agrees that neither a Designated Representative nor an Investment Manager is an
agent of the Custodian; and
3.4.4
Customer may remove a Designated Representative or any Investment Manager and designate a
new Designated Representative or Investment Manager at any time by written notice to the Custodian in a form satisfactory
to the Custodian. The Customer will give the Custodian prompt written notice of any change in the identity or authority of
any Designated Representative or Investment Manager. Removal of a Designated Representative or Investment Manager
will not have the effect of canceling any Instruction that has been received by the Custodian from the Designated
Representative or Investment Manager prior to the date that notice of removal is received by the Custodian. Until written
notice of such change is received, the Custodian may conclusively rely upon and be protected in acting on the latest
identification provided to it without further inquiry or verification.
3.5
Participant Direction. If the Custodian is advised by the Customer that the provisions of the
Qualified Plan and related trust documents so permit, and the Customer so requests, the Custodian shall establish separate
participant-directed sub-accounts (also known as self-directed brokerage accounts or “SDBAs”) and all references to the
“Customer” under this Agreement shall be deemed to be references to the participant who is directing investment of such
sub-account (“SDBA Participant”), except that the address of such SDBA Participant shall be deemed to be the address of
the Customer. The Custodian will accept direction from the Customer or the Designation of Representative with respect to
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the funding of and liquidation of SDBAs in the same manner as with any other investment within the Account, provided
however, that decision-making with respect to the investments within an SDBA are the sole responsibility of the SDBA
Participant. Each SDBA Participant will provide trading directions with respect to such SDBA Participant’s own SDBA
and that such directions will be received directly by the brokerage firm making available the SDBA and will not be
channeled through the Custodian. The Custodian does not and will not provide investment advice, investment
recommendations, investment selection, suitability analysis or any similar type of service relating to the selection, purchase,
sale, trading or holding of any investment within an SDBA or exercise any investment direction with respect to the same.
ARTICLE 4
CONTRIBUTIONS AND TRANSFERS
4.1
Receipt of Assets. Subject to restrictions mutually acceptable to the Customer and the Custodian
on the categories of assets, the Custodian will receive and accept for the Custodial Account all money, securities and other
property transferred, assigned and delivered to it from any source by or at the direction of the Customer or a Designated
Representative or an Investment Manager. The Custodian has no duty to inquire into the source of any assets transferred to
it or the right of the transferor of such assets to transfer them to the Custodian.
4.2
Role of Custodian with Respect to Assets. The Custodian will maintain safe custody of such
money, securities and other property as it actually receives for the Custodial Account. The Custodian has no duty or
authority to require any contributions or transfers to be made under the Qualified Plan to the Custodian, compute any
amount to be contributed or transferred under the Qualified Plan to the Custodian, determine whether amounts received by
the Custodian are properly and timely made and otherwise comply with the Qualified Plan, the Code, ERISA, if applicable,
or any other applicable law, or enforce contribution amounts for sufficiency under the Code or ERISA, if applicable. The
Custodian will not be responsible for any transferred asset until it receives such asset.
4.3
Location of Evidence of Ownership. Except as permitted by ERISA, the Custodian will not
maintain the indicia of ownership of any assets of the Custodial Account outside the jurisdiction of the district courts of the
United States.
4.4
Unidentified Assets. If the Custodian receives any money, securities or other property from a
source other than the Customer and has not received appropriate notification that such assets are to be accepted for the
Custodial Account, the Custodian is authorized to return such assets to the Person from whom they were received. The
Custodian will not be liable for any assets returned in such circumstances.
4.5
Return of Amounts to the Customer. The Custodian will return contributions to the Customer if
the Customer or a Designated Representative provides an Instruction to the Custodian to do so. The Customer is solely
responsible for ensuring that any Instruction to return any amount to the Customer meets all applicable legal requirements,
including those of ERISA, if applicable. The Custodian has no duty or responsibility to question, and may conclusively
rely upon, any such Instruction.
ARTICLE 5
INVESTMENTS
5.1
Investment Control.
5.1.1
Customer’s Duties. The Customer will control and manage the investment of the Custodial
Account except insofar as the Customer permits participants and beneficiaries to control the investment of Custodial
Account assets attributable to their own accounts, delegates investment authority over part or all of the Custodial Account
assets to one or more Investment Managers, or delegates investment authority over part or all of the Custodial Account
assets to one or more other Designated Representatives. Customer grants to the Custodian all powers reasonably necessary
to carry out its investment and other duties under this Agreement, and Customer agrees to furnish the Custodian with such
information and Instructions as may be necessary to carry out the provisions of this Agreement and to enable the Custodian
to fulfill all legal and regulatory reporting requirements.
5.1.2
Investment Directions.
All investment directions and other Instructions, including
authorizations of delegation to any Investment Manager, must be delivered to the Custodian in such manner as the
Custodian may reasonably require. Customer shall, and shall cause an Investment Manager and/or Designated
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Representative to, furnish all investment Instructions provided to the Custodian by the Customer, Investment Manager,
and/or the Designated Representative in a timely manner. The Customer understands that it is solely the Customer’s
responsibility to direct the Designated Representative with respect to execution of trades or other investments of the
Custodial Account, and all Instructions, directions, and /or confirmations received from the Designated Representative or
shall be deemed to have been authorized by the Customer.
5.2
Role of Custodian.
5.2.1
Processing Transactions. No investment transaction for the Custodial Account that is to be
processed by the Custodian at the direction of the Customer or a Designated Representative or an Investment Manager will
be processed until the Custodian receives the Instruction in proper form. Investment transactions will be processed either
as soon as administratively practicable thereafter or, if later, on the scheduled date for processing. The Custodian may rely
conclusively on all Instructions given by the Designated Representative or Investment Manager which the Custodian
believes to be genuine. The Custodian’s records of a transaction will be conclusive as the content of any Instructions.
Unless otherwise agreed, Instructions shall generally be taken from the Designated Representative or from an Investment
Manager. Upon application by the Customer, on a form acceptable to the Custodian and upon approval by the Custodian,
the Custodian will accept non-written Instructions from the Customer, Designated Representative or Investment Manager
subject to immediate confirmation of such Instructions by email or in writing by the Designated Representative or
appropriate Investment Manager.
5.2.2
Legitimate Delay. The Custodian may delay the processing of any investment transaction due
to a Force Majeure, government or NSCC restrictions or changes, exchange, market or NSCC rulings, strikes, interruptions
of communications or data processing services, or disruptions in orderly trading on any exchange or market.
5.2.3
Other Limitations. Except as may otherwise be required by ERISA, the Custodian will invest
the Custodial Account as directed by the Designated Representative and/or Investment Managers, and the Custodian will
have no authority or discretionary control over, nor any other discretion regarding, the investment or reinvestment of any
asset of the Custodial Account. The Custodian has no duty or authority to provide investment advice with respect to the
assets of the Custodial Account, monitor investment performance or the diversification of assets, question any investment
direction the Custodian receives in proper form, or inquire into the authority or right of the Designated Representative or
Investment Manager to make any investment direction which the Custodian receives in proper form. The Custodian will
not be liable for any loss of any kind which may result from any action taken by it in accordance with an Instruction it
receives in proper form or from any action omitted because no Instruction is received.
5.3
Nondiscretionary Investment Authority. Subject to ERISA, if applicable:
5.3.1
Customer hereby authorizes and directs the Custodian, in accordance with the provisions of this
Agreement, to pay for securities and receive payment from securities or other investment transactions arising out of the
Instruction of the Designated Representative or an Investment Manager. Customer understands that it is solely the
Customer’s responsibility to direct the Designated Representative to execute trades or other investments for the Account,
and all Instructions, directions, and/or confirmations received from the Designated Representative shall be deemed to have
been authorized by Customer. Customer understands that, if it has delegated investment responsibility to an Investment
Manager, the Investment Manager has authority to execute trades or other investments for the Account consistent with its
delegation, and all Instructions, directions, and/or confirmations received from an Investment Manager shall be deemed to
have been authorized by Customer. Customer agrees that the Custodian shall not supervise the investment of, or advise or
make recommendations to the Customer with respect to the purchase, sale or other disposition of any assets of the Fund.
5.3.2
The Custodian is authorized to collect all investment earnings of any nature of the Fund,
including interest, dividends, proceeds of the sale and other monies due and collectable that arise from the investment of the
assets of the Fund (collectively, "Fund Income") and to credit such Fund Income to the Account.
5.3.3
The Custodian will act solely as agent for the Customer, subject to the Instructions of the
Designated Representative and/or any Investment Manager. The Custodian shall have no obligation to place orders for the
purchase of securities if there are insufficient funds in the Account. Customer authorizes the Custodian to charge the
Account for the cost of all securities purchased or received against a payment and to credit the Account with the proceeds
received from the securities sold or delivered against payment. In the event of any trades not settled immediately upon
placement, the Custodian will have the right, without notice, to sell securities in a reasonably prudent fashion from the Fund
sufficient to recover any funds advanced.
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5.3.4
Customer authorizes and instructs the Custodian to register all assets of the Fund in the name of
the Custodian or of a nominee. Unless otherwise agreed in writing by the parties, registered securities shall be held in the
name of:
Matrix Trust Company, Custodian
FBO: [Name of Qualified Plan]
5.3.5
All proxies received by the Custodian with respect to securities owned by the Fund and other
reports to stockholders issued by any issuer will be forwarded to the Customer.
5.4
Investment Restrictions. The Customer, Designated Representative or an Investment Manager
shall direct the Custodian to purchase or sell only securities that comply with the Custodian’s and/or its affiliate’s policies
and procedures relating to acceptable securities, and that comply with all applicable rules, regulations, customs and uses of
any exchange, market, clearinghouse or self-regulatory organization and applicable state and federal laws and regulations.
The Custodian will hold only those categories of assets mutually agreed to between the Customer and the Custodian, which
may include at the direction of the Customer, Designated Representative or Investment Manager, the Retirement Cash
Account described in Section 5.5 (Retirement Cash Account). The Customer may add or remove types, categories, or
classes of assets or investments only with the consent of the Custodian. Further, the Customer may limit the available
investment options under the Qualified Plan, and may impose separate limitations for different Accounts or for terminated
participants. Nothing in this Article shall be construed to impose investment discretion on the Custodian or its affiliates.
5.5
Retirement Cash Account. The Customer and/or Designated Representative (or, if applicable, the
Investment Manager) may from time to time select the Retirement Cash Account as an investment for all or a portion of the
Custodial Account. If the Retirement Cash Account is selected as an investment for the Custodial Account, the Customer
represents (or, if applicable, the Customer shall cause the Designated Representative and/or Investment Manager to
represent) that it has reviewed the terms and conditions of the Retirement Cash Account, including Schedule 2 (Retirement
Cash Account) attached hereto and the supporting documents to which website links are provided in Schedule 2
(Retirement Cash Account), as well as the description in the document titled “Fee Disclosure Notice for Plan Fiduciaries”
attached hereto of the fees payable to the Custodian in connection with an investment in the Retirement Cash Account, and
has determined that the Retirement Cash Account is a suitable investment for the Custodial Account assets. The Customer
who has selected the Retirement Cash Account represents (or, if applicable, the Customer shall cause the Designated
Representative and/or Investment Manager who has selected the Retirement Cash Account to represent) that it has acted in
accordance with ERISA Section 404 or other applicable law in making the selection of the Retirement Cash Account as an
investment for the Custodial Account. The Custodian shall have no discretionary authority to determine the investment in
the Retirement Cash Account and shall not act as a fiduciary in connection with such selection.
The Customer represents (and if applicable, the Customer shall cause the Designated Representative and/or
Investment Manager to represent) (i) that it has been provided with the document titled “Fee Disclosure Notice for
Plan Fiduciaries”, which includes a description of and disclosure regarding Matrix Trust’s compensation in
connection with the Retirement Cash Account; and (ii) that it has determined after careful review and consideration
that the formula utilized to determine Matrix Trust’s compensation in connection with the Retirement Cash Account,
and the compensation paid, is reasonable. The Customer further authorizes the Custodian to compute such fee payable
to the Custodian and deduct it from the Retirement Cash Account.
Further, the Customer agrees (and if applicable, the Customer shall cause the Designated Representative
and/or Investment Manager to agree) that it will, in advance of any continued investment following any later change
in compensation in connection with the Retirement Cash Account, determine that the compensation is reasonable.
The Custodian shall provide changes in the Custodian compensation to the Customer as required by 29 CFR
§2550.408b-2, and except to the extent the Customer notifies the Custodian otherwise in writing, it shall be deemed
that the Customer was provided with sufficient time to determine the reasonableness of such change in
compensation if it agrees to a change in compensation.
ARTICLE 6
ADMINISTRATIVE MATTERS
6.1
Records; Inspection and Audit. The Custodian will keep accurate and detailed records and
accounts of all receipts, investments, disbursements and other transactions as required by law with respect to the Custodial
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Account. All records, books and accounts relating to the Custodial Account will be open to inspection by the Customer,
provided the Custodian is given reasonable advance written notice of such inspection by the Customer.
6.2
Accounting. On direction of the Customer or Designated Representative, and if agreed to in
writing by the Custodian, the Custodian may provide annual or interim accountings, valuations, or other reports concerning
the assets of the Custodial Account subject to payment of all required additional fees for such reports. The Custodian’s
accounting will be at the Custodial Account level rather than the participant level, and the Custodian will not be responsible
for participant-level reporting unless it agrees to do so in a separate written agreement with the Customer or a Designated
Representative. The Custodian will also furnish the Customer with such other information as the Custodian possesses and
which is necessary for the Customer to comply with the reporting requirements of ERISA, as applicable. An accounting
will be deemed to have been approved by the Customer unless the Customer or Designated Representative objects to the
contents of an accounting within sixty (60) days of its mailing or electronic transmission by the Custodian. Any objections
must set forth the specific grounds on which they are based. Upon approval, the Custodian shall be forever released from
any and all liability with respect to the Account.
market value.
6.3
Valuation of Assets. The assets of the Custodial Account will be valued at the most recent fair
6.3.1
Assets Managed by Investment Manager or Fiduciary. With respect to the portion of the
Custodial Account that is invested by an Investment Manager or any other fiduciary to the Plan, the Custodian may
conclusively rely upon the value of any securities or other property in that portion of the Custodial Account as reported to
the Custodian by the Investment Manager or other fiduciary to the Plan, for all purposes under this Agreement.
6.3.2
Other Assets. With respect to the assets in any portion of the Custodial Account that are not
managed by an Investment Manager or other fiduciary to the Plan, or any assets for which an Investment Manager or other
fiduciary refuses or fails to provide valuation information, if the fair market value can be determined by reference to readily
available sources, then the Custodian will be responsible for determining the fair market value of those assets. For those
assets whose value cannot be determined by reference to a readily available source, the Custodian will identify those assets
for the Customer and the Customer will direct the Custodian as to the fair market value of those assets. Should the
Customer in its sole discretion determine that an independent appraisal of some or all of such assets is necessary, the
Customer will be responsible for hiring a qualified independent appraiser, providing all necessary information to the
appraiser, reviewing the report of the appraiser, and reporting the appraised value to the Custodian. The Custodian shall not
have the obligation to determine the qualification of any appraiser retained by the Customer and shall have no duty to verify
the accuracy of any appraisal.
6.4
Record Retention. The Custodian will retain its records relating to the Custodial Account as long
as necessary for the proper administration of the Custodial Account and at least for any period required by applicable law.
Writing, Photostatting, photographing, micro-filming, magnetic media, mechanical or electrical recording, or other forms of
data retention will be acceptable means of record retention.
6.5
No Responsibility for Participant-Level Record-keeping or Communications to Participants.
Unless otherwise agreed in a separate written agreement between the Customer and the Custodian, the Custodian will not
be responsible for participant-level recordkeeping or reporting, including, but not limited to, allocating contributions or
gains or losses to recordkeeping accounts of participants, processing participant investment change requests, processing
loan or distribution requests, or preparing or providing benefit statements to participants. Similarly, unless otherwise
agreed in a separate written agreement between the Customer and the Custodian, the Custodian will not be responsible for
any communications to participants and beneficiaries regarding the Qualified Plan or the Custodial Account.
6.5.1
ERISA Section 404(a)(5) Participant Disclosures. Customer shall be responsible for
participant disclosures mandated by 29 CFR §2550.404a-5, and the Custodian shall have no obligation whatsoever to
provide any participant disclosures required by this regulation.
6.6
Action by the Custodian. The Custodian may delegate ministerial acts, specifically including, but
not limited to, the signing and mailing of checks, the printing and mailing of statements, endorsement of stock certificates,
execution of transfer instruments and any other document, and the signing of tax returns and governmental reports to be
done by any agent of the Custodian.
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ARTICLE 7
DISTRIBUTIONS; TAXES
7.1
Distributions. The Custodian is authorized to release securities and cash investments in the
Account to the Customer, but not to a participant directing the investment of a sub-account as described in Section 3.5
(Participant Direction), on the written order of the Customer and upon such further written confirmation as the Custodian
shall reasonably request. The Custodian may retain such securities as shall be reasonably necessary or appropriate in its
opinion to ensure that such assets are available to discharge any liabilities of the Customer or the Account to the Custodian,
including, but not limited to, unpaid fees, claims, or other expenses or obligations arising under this Agreement. The
Customer acknowledges the Custodian is a directed custodian. As a result, it does not have any authority or exercise any
control over the management or disposition of Plan assets in the Account.
7.2
Authorization with Respect to Taxes. The Custodian may execute, as custodian, any declarations
or certificates pertaining to the Account that may be required under any tax law(s) or governmental regulation(s) now or
hereafter without prior approval of the Customer. The Custodian may withhold from any distribution to a participant or
beneficiary, made at the direction of the Customer or a Designated Representative, all income taxes required by law to be
withheld, and pay such withheld amounts to the appropriate taxing authorities. The Customer or its Designated
Representative shall calculate all taxes and withholding and shall provide the Custodian all information necessary for the
Custodian to carry out such withholding in a timely fashion, and to file all required returns, reports, or other documents
with the applicable taxing authorities with respect to distributions by the Custodian to participants and beneficiaries and
amounts withheld thereon.
The Custodian shall notify the Designated Representative of any tax levied upon or assessed against the Account
of which the Custodian has knowledge. If the Custodian receives no Instructions from the Designated Representative, the
Custodian may pay the tax from the Account. If the Designated Representative wishes to contest the tax assessment, it
shall give appropriate and timely instructions to the Custodian. The Custodian shall not be required to bring any legal
actions or proceedings to contest the validity of any tax assessments unless the Custodian has been indemnified to its
satisfaction against loss or expense related to such actions or proceedings, including reasonable attorney’s fees.
ARTICLE 8
COMPENSATION AND EXPENSES
8.1
Generally. The Custodian will be entitled to receive compensation for its services provided
hereunder as may be agreed upon in writing with the Customer (and if different, the Plan Administrator and “responsible
plan fiduciary” as defined in 29 CFR §2550.408b-2(c)(1)(viii)(E) with respect to this Agreement). Each of the Customer
and the Plan Administrator represents and warrants that it has determined, in the manner set forth in Section 8.2 (Fee
Disclosures), that the compensation to be paid to the Custodian is reasonable and that the Customer and Plan Administrator
will, in advance of any later agreement, determine that the compensation is reasonable. For the amount of fees the
Custodian charges for its automated services, the Customer acknowledges that the Custodian is not willing to provide these
services without the protections set forth in this Agreement. The Custodian (or an affiliate) may derive compensation from
the use of cash held in the Custodial Account pending investment, distribution or other processing. This compensation is
referred to as “float income” and represents part of the compensation of Custodian (or an affiliate) for its services
hereunder. A detailed description of the circumstances under which Custodian (or an affiliate) may earn float income is set
forth in the disclosures referenced in Section 8.2 (Fee Disclosures). Customer disclaims any legal or equitable interest in
and irrevocably assigns to the Custodian (or any affiliate the Custodian designates) as part of Custodian’s compensation for
services provided hereunder such float income. The Custodian will also be entitled to reimbursement for all reasonable and
necessary costs, expenses, and disbursements incurred by it in the performance of such services, including, without
limitation, attorneys’ fees. Such compensation and reimbursements shall be a charge against and may be withdrawn by the
Custodian from the Custodial Account within a reasonable time, as specified by the Custodian; provided, however, that
such amounts may be paid by the Designated Representative on behalf of the Customer, as outlined in a separate written
agreement between said parties.
In addition, the Trustee shall also be bound by and authorizes the Custodian to pay fees and expenses pursuant to written
schedules of fees entered into from time to time by the Customer and/or the Designated Representative and the Custodian.
The Customer or Designated Representative has informed the Trustee of such fee schedule, including with respect to the
Retirement Cash Account, and the Trustee and the Trust agree to be bound thereby. The Trustee also authorizes the
Custodian to debit such fees and expenses from the Account from time to time without further authorization from the
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Trustee. The schedule of fees may be changed from time to time upon agreement between the Customer and the Custodian.
Any cash balances of the Fund shall be deposited in an account at an FDIC insured bank selected solely by the Custodian.
The Custodian shall not be obligated to invest such funds in any interest-bearing account. Each party hereto shall be
responsible for reporting and payment of its own taxes on any income and compensation earned.
Each of the Customer and the Plan Administrator acknowledges that the Custodian is or may be a “covered service
provider” as that term is defined in 29 CFR §2550.408b-2(c)(1)(ii), and that the Custodian (together with its affiliates and
subcontractors) may receive certain “direct” compensation, certain “indirect” compensation, certain “related party”
compensation and certain “termination” compensation as those terms are described in 29 CFR §2550.408b-2(c)(1)(iv)(C))
for services it renders hereunder, as described in greater detail herein and the disclosures referred to in Section 8.2 (Fee
Disclosures).
8.2
Fee Disclosures. By applying its signature to this Agreement, the Customer (and if different, the
Plan Administrator and “responsible plan fiduciary” as defined in 29 CFR §2550.408b-2(c)(1)(viii)(E) with respect to this
Agreement) (each) represents and warrants that, sufficiently in advance of entering into this Agreement, it received and
reviewed an unexecuted copy of the Agreement including Schedule 1 (Fee Schedule for Plan Fiduciaries), Schedule 2
(Retirement Cash Account) Schedule 3 (Fee Disclosure Notice for Plan Fiduciaries), and Schedule 4 (Safe Harbor
Automatic Rollover IRAs Fee Disclosure Notice to Responsible Plan Fiduciary) attached hereto, which together describe
the compensation that the Custodian and its affiliates and subcontractors expect to receive (or may expect to receive,
depending on the specific services utilized by the Plan) in connection with furnishing the services contemplated under this
Agreement, and which are intended to satisfy any disclosure obligation of the Custodian arising under 29 CFR §2550.408b2. On the basis of such review, each of the Customer and the Plan Administrator likewise represents and warrants that it
has determined that the compensation and services contemplated under this Agreement are reasonable, and are appropriate
and helpful in carrying out the purposes for which the Plan was established or maintained. The Custodian shall disclose
any prospective changes to its services or compensation according to the timing and other requirements set forth in 29 CFR
§2550.408b-2, and except to the extent the Customer or Plan Administrator notifies the Custodian otherwise in writing, it
shall be deemed that the Customer or Plan Administrator was provided with sufficient time to determine the reasonableness
of such change in compensation if it agrees to a change in compensation.
8.3
Taxes. Customer shall bear all taxes (inclusive of sales and use taxes), duties, levies, and other
similar charges (and any related interest and penalties), however designated, imposed as a result of the receipt of services
rendered under this Agreement, including but not limited to any tax which Customer is required to withhold or deduct from
payments to Custodian, except (i) any tax imposed upon Custodian in a jurisdiction outside the United States if such tax is
allowable as a credit against U.S. federal income taxes of Custodian; and (ii) any income tax imposed upon Custodian by
the United States or any governmental entity within the United States. In order for the exception contained in (i) to apply,
Customer must furnish Custodian with such evidence as may be required by the United States taxing authorities to establish
that such tax has been paid so that Custodian may claim the credit. The fees to be charged by Custodian to Customer under
this contract, depending on the facts and circumstances of the particular tax jurisdiction, may include Value Added Tax
(“VAT”), Goods and Services Tax (“GST”) and other similar taxes (collectively, “VAT”). Where Custodian is obligated to
report and pay VAT with respect to services provided to Customer, Customer agrees to be invoiced by Custodian for the
VAT at the applicable prevailing VAT rate.
8.4
Prohibited Transactions.
Customer understands that certain transactions are prohibited for tax-exempt retirement plans under ERISA and under Code
Section 4975. Customer will not direct, and shall cause the Designated Representative or Investment Manager not to direct,
the lending of, purchase or sale of any Fund asset to or from a "disqualified person" as defined in Code Section 4975(e), or
"party-in-interest" as defined in ERISA Section 3(14), or in any other way direct an investment transaction which would be
deemed to be a "prohibited transaction" under applicable law. The Custodian shall have no duty to determine whether any
transaction is, or has the potential to be, a "prohibited transaction."
ARTICLE 9
AMENDMENT, ASSIGNMENT AND TERMINATION
9.1
Amendment. This Agreement may be amended by the Custodian, provided notice of such
amendment is sent to Customer at least thirty (30) days prior to the effective date of any such amendment.
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9.2
Assignment; Successors and Assigns. This Agreement may be assigned by the Custodian without
the consent of the Customer, provided notice of such assignment is sent to Customer at least thirty (30) days prior to the
effective date of any such assignment. This Agreement shall be binding upon and shall inure to the benefit of Custodian and
Customer and their respective successors and permitted assigns and is made solely and specifically for their benefit. No
other person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this
Agreement as a third-party beneficiary or otherwise.
9.3
Termination. This Agreement shall remain in force until terminated, and either the Customer or
the Custodian may terminate this Agreement upon thirty (30) days written notice to the other. Upon termination of this
Agreement, Customer agrees to name a successor custodian and notify the Custodian in writing of the name of said
successor custodian. In the event that Customer does not name a successor Custodian, the Custodian shall distribute cash
directly to the Trustee or to the Qualified Plan’s trust and shall reregister in the name of the Trustee or the Qualified Plan’s
trust any securities in the Account that are registered in the Custodian’s name. The Custodian may accept termination
notice and instructions from the Designated Representative on behalf of the Customer.
9.4
Termination of Qualified Plan. If the Qualified Plan is terminated, this Agreement will
nevertheless continue in effect until the earlier of the date as of which all assets of the Custodial Account have been
distributed or the Agreement is terminated pursuant to Section 9.3 (Termination).
9.5
Customer Bankruptcy.
9.5.1
If the Customer becomes insolvent, files for or becomes subject to bankruptcy or a similar
proceeding in state or federal court, the Customer will notify the Custodian in writing as soon as possible. The notification
will include confirmation of the individual(s) who will direct the Custodian. If, within sixty (60) days of such filing the
Customer does not notify the Custodian, the Custodian may invoke the provisions of Section 9.5.3 (Customer Bankruptcy).
9.5.2
In the case of bankruptcy, insolvency, or dissolution of the Customer, the Custodian will have
the right to petition a court of competent jurisdiction to appoint a new Custodian, the costs of such action being payable
from the Custodial Account.
9.5.3
In the case of dissolution of the Customer, or at any other time that the Customer does not
respond to requests from the Custodian for confirmation of the individuals who will provide direction to the Custodian, the
Custodian may, in its sole discretion, assume the Qualified Plan has been terminated and distribute assets according to
applicable law, or in its discretion, transfer, distribute and assign all assets to the Trustee, or otherwise follow the orphan
plan process established by the Department of Labor’s Employee Benefits Security Administration (“EBSA”). The
appointed Qualified Termination Administrator may undertake all authorized acts to wind up the Plan, including causing
the Trust to pay from Trust assets to Matrix Trust, QTA and to other service providers fees for services rendered. Before
the Custodian may make such assumption, however, the Custodian will send to the last known address of the Customer, and
the individuals who last had authority for providing direction to the Custodian, via certified mail, a written notice of the
Custodian’s intent to begin such action. The Custodian will then wait at least thirty (30) days before beginning such action.
9.5.4
If the Custodian receives notice of the Customer’s bankruptcy, insolvency or dissolution (either
by the Customer or a court of competent jurisdiction), or if the Qualified Plan has been deemed abandoned as described in
Section 9.5.3 (Customer Bankruptcy), above, any fees and other expenses relating to the provision of services under this
Agreement (whether current or overdue) may be immediately deducted from the Custodial Account.
ARTICLE 10
INDEMNIFICATION AND LIABILITY; DUTY TO DEFEND
The Customer hereby agrees to indemnify, defend and hold the Custodian and any parent, subsidiary, related
corporation, or affiliates of the Custodian, including their respective directors, managers, officers, employees and agents
(collectively, the “Indemnified Parties”), harmless from and against any and all loss, costs, damages, liability, expenses or
claims of any nature whatsoever, including but not limited to legal expenses, court costs, legal fees, and costs of
investigation, including appeals thereof, arising, directly or indirectly thereof resulting from their reliance upon and any
action that it takes in good faith in accordance with any certificate, notice, confirmation, or Instruction, purporting to have
been delivered by the Designated Representative or an Investment Manager. The Customer agrees to indemnify and hold
the Custodian harmless for all costs, penalties, interest, and fees, including attorneys fees, it incurs with respect to any
contention or allegation that the Custodian engaged in a prohibited transaction once the Custodian has provided its
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disclosures as required by 29 CFR 2550.408b-2(c), if any. Customer waives any and all claims of any nature it now has or
may have against the Custodian and its affiliates, parent company and their respective directors, managers, officers,
employees, agents and other representatives, which arise, directly or indirectly, from any action that it takes in good faith in
accordance with any certificate, notice, confirmation, or Instruction from the Designated Representative or an Investment
Manager. Customer and the Trustee also hereby agree to indemnify, defend and hold the Custodian and any parent,
subsidiary, related corporation, or affiliates of the Custodian, including their respective directors, managers, officers,
employees and agents, harmless from and against any and all loss, costs, damages, liability, expenses or claims of any
nature whatsoever, including but not limited to legal expenses, court costs, legal fees, and costs of investigation, including
appeals thereof, arising, directly or indirectly, out of any loss or diminution of the Fund resulting from changes in the
market value of the Fund assets; reliance, or action taken in reliance, on Instructions from Customer, a Designated
Representative or an Investment Manager; any exercise or failure to exercise investment direction authority by Customer,
by a Designated Representative or Investment Manager; the Custodian’s refusal on advice of counsel to act in accordance
with any investment direction by Customer, a Designated Representative or an Investment Manager; any other act or failure
to act by Customer, a Designated Representative or an Investment Manager; any prohibited transaction or plan
disqualification of a Qualified Plan due to any actions taken or not taken by the Custodian in reliance on Instructions from
the Customer, the Designated Representative or an Investment Manager; or any other act the Custodian takes in good faith
hereunder that arises under this Agreement or the administration of the Fund. Customer and the Trustee also hereby agree
to indemnify, defend and hold the Custodian and any parent, subsidiary, related corporation, or affiliates of the Custodian,
including their respective directors, managers, officers, employees and agents, harmless from and against any and all loss,
costs, damages, liability, expenses or claims of any nature whatsoever, including but not limited to legal expenses, court
costs, legal fees, and costs of investigation, including appeals thereof, arising, directly or indirectly, out of any claims
arising from the collection or transmission of Information provided hereunder to the Custodian.
The Custodian will have no responsibility to see that any investment directions comply with the terms of the
Qualified Plan. However, if the Custodian receives any direction from the Customer, a Designated Representative or an
Investment Manager that appears to the Custodian in its sole judgment to be incomplete or unclear, the Custodian will not
be required to act on such directions and may hold uninvested any asset without liability until proper directions are received
from the Customer, the Designated Representative or the appropriate Investment Manager. If investment directions are
incomplete or unclear, the Custodian must notify the Customer, a Designated Representative or the Investment Manager
within a reasonable period of time. In the absence of proper investment directions, the Custodian will not be liable for
interest, market gains or losses on any cash balances maintained in the Custodial Account.
If any tax reporting information is not correctly and timely provided to the Custodian, the Designated
Representative and the Customer shall hold the Custodian harmless from and indemnify it for any liability and related
expenses that arise in connection with improper or late withholding or reporting.
The Custodian shall have no liability for making any distribution or transfer pursuant to the Instruction of the
Designated Representative (including amounts withheld pursuant to this section) and shall be under no duty to make
inquiry as to whether any distribution or transfer directed by the Designated Representative is made pursuant to the
provisions of the Plan or any applicable law, or as to such Instruction’s effect for tax purposes or otherwise.
The Custodian shall not be liable to Customer for any act, omission, or determination made in connection with this
Agreement except for its gross negligence or willful misconduct. Without limiting the generality of the foregoing, the
Custodian shall not be liable for any losses arising from its compliance with Instructions from the Customer, a Designated
Representative or an Investment Manager; or executing, failing to execute, failing to timely execute or for any mistake in
the execution of any Instructions, unless such action or inaction is by reason of the gross negligence or willful misconduct
of the Custodian.
The Custodian shall not be responsible for any lost profits or any special, indirect or consequential damages in
respect of any breach or wrongful conduct in any way related to this Agreement. The Custodian shall have no liability for
any matters beyond its control such as market loss or diminution, impact of government regulations, third-party
bankruptcies or otherwise.
If the Customer, Designated Representative or Investment Manager desires to invest in any type of unitized
company stock, managed portfolio or ETF, it must first complete the Unitization Implementation Package provided by the
Custodian and have it accepted by the Custodian. The Custodian shall have no liability with respect to the unitized
investments, and the Customer and the Designated Representative shall indemnify and hold the Custodian harmless from
and against all costs, damages, losses, and fees that exist or result from unitization of any assets of the Qualified Plan.
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The Custodian shall not be under any obligation to defend any legal action or engage in any legal proceedings with
respect to the Account or with respect to any property held in the Fund. Whenever the Custodian deems it reasonably
necessary, the Custodian is authorized to consult with its counsel in reference to the Account and to retain counsel and
appear in any action, suit, or proceedings affecting the Account or any of the assets of the Fund. All legal fees, costs, and
expenses so incurred shall be paid for by the Customer or in the absence of payment charged against the Account. Without
limiting the generality of the foregoing, the Custodian will not settle any action taken as set forth herein, without the prior
written consent of the Customer.
The provisions of this Article shall survive the termination, amendment or expiration of this Agreement.
ARTICLE 11
PROVISIONS RELATED TO THE TRUSTEE
A trust agreement (the "Trust Agreement" or the "Trust") has been entered into between the Trustee and the
Customer with respect to the Qualified Plan, which agreement sets forth the duties and obligations of the Trustee. By
signing this Agreement, the Trustee certifies that the Trustee has full authority to execute any documents, agreements, and
instruments on behalf of the Trust that are binding obligations of the Trust; any Trustee may act individually on behalf of
and bind the Trust; there are no other Trustees of the Trust other than those first listed above; the Trustee has the power
under the Trust Agreement and applicable law to hold in trust any and all types of securities specified by the Customer, a
Designated Representative or an Investment Manager; and the Trustee has the power to delegate trading authorization to the
Designated Representative and to an Investment Manager and has done so by executing this Agreement. The Trustee
agrees to inform the Custodian in writing of any amendment to the Trust Agreement, any removal, substitution or other
change in the identity of one or more Trustees, or any other event that could alter this certification. The Custodian may rely
on instructions from a Designated Representative and from an Investment Manager until such designation is revoked or
changed in writing signed by the Trustee and delivered to the Custodian. The Trustee hereby adopts the terms and
conditions of this Agreement and agrees that it shall control over any conflicting provisions in the Trust.
If the Customer has entered into this Agreement with respect to the assets of a Qualified Plan, the Trustee certifies
that the Trust at all times meets the requirements of Code Sections 401(a) and 501(a), or 457(b). The Trustee agrees to
indemnify, defend and hold the Custodian and any parent, subsidiary, related corporation, or affiliates of the Custodian,
including their respective directors, managers, officers, employees and agents ("Indemnified Parties"), harmless from and
against any and all loss, costs, damages, liability, expenses or claims of any nature whatsoever, including but not limited to
legal expenses, court costs, legal fees, and costs of investigation, including appeals thereof, arising, directly or indirectly,
out of the failure of the Fund to meet the requirements of Code Section 401(a) or 457(b), as applicable; any loss or
diminution of the Fund resulting from changes in the market value of the Fund assets; reliance or action taken in reliance on
Instructions from Customer, a Designated Representative or an Investment Manager; any exercise or failure to exercise
investment direction authority by Customer, by a Designated Representative or by an Investment Manager; the Custodian’s
refusal on advice of counsel to act in accordance with any investment direction by Customer, a Designated Representative
or an Investment Manager; any other act or failure to act by Customer, a Designated Representative or an Investment
Manager; any prohibited transaction or plan disqualification of the Qualified Plan due to any actions taken or not taken by
the Custodian in reliance on Instructions from the Customer, a Designated Representative or an Investment Manager; or
any other act the Custodian takes in good faith hereunder that arises under this Agreement or the administration of the Fund
as directed by the Customer, a Designated Representative or an Investment Manager. The Trustee acknowledges that the
Custodian’s duties under the Agreement are ministerial and do not relieve the Trustee of any of the duties set forth in the
documents comprising the Qualified Plan and any related Trust.
ARTICLE 12
CONFIDENTIALITY
12.1
Definitions. In connection with this Agreement, including without limitation the evaluation of new
services contemplated by the parties to be provided by Custodian under this Agreement, information will be exchanged
between Custodian and Customer. Custodian shall provide information that may include, without limitation, confidential
information relating to the Custodian’s products, trade secrets, strategic information, information about systems and
procedures, confidential reports, customer information, vendor and other third party information, financial information
including cost and pricing, sales strategies, computer software and tapes, programs, source and object codes, and other
information that is provided under circumstances reasonably indicating it is confidential (collectively, the “Custodian
Information”), and Customer shall provide information required for Customer to use the services received or to be received,
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including customer information, which may include Personal Information (defined below), to be processed by the services,
and other information that is provided under circumstances reasonably indicating it is confidential (“Customer
Information”) (the Custodian Information and the Customer Information collectively referred to herein as the
“Information”). Personal Information that is exchanged shall also be deemed Information hereunder. “Personal
Information” means personal information about an identifiable individual including, without limitation, name, address,
contact information, age, gender, income, marital status, finances, health, employment, social insurance number and trading
activity or history. Personal Information shall not include the name, title or business address or business telephone number
of an employee of an organization in relation to such individual’s capacity as an employee of an organization. The
Information of each party shall remain the exclusive property of such party.
12.2
Obligations. The receiver of Information (the “Receiver”) shall keep any Information provided
by the other party (the “Provider”) strictly confidential and shall not, without the Provider’s prior written consent, disclose
such Information in any manner whatsoever, in whole or in part, and shall not duplicate, copy or reproduce such
Information, including, without limitation, by means of photocopying or transcribing of voice recording, except in
accordance with the terms of this Agreement except as provided in Section 12.9 (Data). The Receiver shall only use the
Information as reasonably required to carry out the purposes of this Agreement. In addition to the foregoing, the Provider
of any Information hereby represents and warrants that it has collected all such Information in accordance with applicable
law and that the transfers to the Recipient are likewise in accord with applicable law.
12.3
Disclosure Generally. Except as provided in Section 12.9 (Data), Custodian and Customer
agree that the Information shall be disclosed by the Receiver only to: (i) the employees, agents and consultants of the
Customer and the Designated Representative in connection with Receiver’s performance or use of the services, as
applicable, and (ii) auditors, counsel, and other representatives of the Customer and Designated Representative for the
purpose of providing assistance to the Receiver in the ordinary course of Receiver’s performance or use of the services, as
applicable. Each party will take reasonable steps to prevent a breach of its obligations by any employee or third party.
12.4
Compelled Disclosure. If the Receiver or anyone to whom the Receiver transmits the
Information pursuant to this Agreement becomes legally compelled to disclose any of the Information, then the Receiver
will provide the Provider with prompt notice before such Information is disclosed (or, in the case of a disclosure by
someone to whom the Receiver transmitted the Information, as soon as the Receiver becomes aware of the compelled
disclosure), if not legally prohibited from doing so, so that the Provider may seek a protective order or other appropriate
remedy and/or waive compliance with the provisions of this Agreement. If such protective order or other remedy is not
obtained, then the Receiver will furnish only that portion of the Information which the Receiver is advised by reasonable
written opinion of counsel is legally required and will exercise its reasonable efforts to assist the Provider in obtaining a
protective order or other reliable assurance that confidential treatment will be accorded to the Information that is disclosed.
12.5
Exceptions. Except with respect to Personal Information, nothing contained herein shall in any
way restrict or impair either party’s right to use, disclose or otherwise deal with:
(i)
Information which at the time of its disclosure is publicly available, by publication or
otherwise, or which the Provider publicly discloses either prior to or subsequent to its disclosure to the Receiver;
(ii)
Information which the Receiver can show was in the possession of the Receiver, or its
parent, subsidiary or affiliated company, at the time of disclosure and which was not acquired, directly or indirectly, under
any obligation of confidentiality to the Provider; or
(iii)
Information which is independently acquired or developed by the Receiver without
violation of its obligations hereunder.
In addition, each employee of the Receiver shall be free to use for any purpose, upon completion of the services rendered
under this Agreement, any general knowledge, skill or expertise that (i) is acquired by such employee in performance of
those services, (ii) remains part of the general knowledge of such employee after access to the tangible embodiment of the
Provider’s Information, (iii) does not contain or include any such Information, and (iv) is not otherwise specific to the
Provider.
12.6
Return or Destroy. Upon the termination of this Agreement for any reason, the parties shall
return to each other, or destroy, any and all copies of Information of the other that are in their possession relating to the
terminated Agreement, except for any copies reasonably required to maintain such party’s customary archives or computer
back-up procedures, and as otherwise required by applicable law, rule or regulation. Notwithstanding the foregoing,
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Custodian shall have the right to keep one copy of such Information as may be reasonably required to evidence the fact that
it has provided the services to Customer. In the event that Customer requires Custodian to return any Customer
Information, Customer shall pay Custodian (at the rates set forth in the applicable Schedule, or, if no such rates are set
forth, at Custodian’s then current charges) for Custodian’s actual time spent and incidental expenses actually incurred in
connection with such return.
12.7
Nonpublic Personal Information. Custodian shall not disclose or use any nonpublic Personal
Information of Customer’s employees except to the extent reasonably required to carry out its obligations under this
Agreement or as otherwise directed by Customer. In connection with each party’s use or provision of the rendered services,
as applicable, each party shall comply with any law, rule or regulation of any jurisdiction applicable to such party relating
to the disclosure or use of Personal Information (including, without limitation, with respect to Customer and its Affiliates
and their customers, Title V of the Gramm-Leach-Bliley Act of 1999 or any successor federal statute, and the rules and
regulations thereunder, as the same may be amended or supplemented from time to time). To the extent Custodian
processes Personal Information as a service provider to Customer, Custodian will comply with the Applicable Privacy Law
Annex, a current version of which can be found at https://www.broadridge.com/_assets/pdf/broadridge-2019privacy_applicable_privacy_law_annex.pdf.
12.8
Security Measures. Custodian will comply with its Information Security Annex, a current version
of which is available at https://www.broadridge.com/Info-Security-Annex.
12.9
Data. Notwithstanding anything in this Agreement to the contrary, aggregated and/or statistical
data shall not be considered Customer Information hereunder provided that any such data does not specifically identify any
of Customer’s confidential information nor is susceptible to reverse-engineering to effect such identification. Customer
hereby authorizes Custodian to share Customer’s data, Personal Information and confidential information among
Custodian’s related companies so long as the same protective provisions contained in Article 12 (Confidentiality) are
followed by every entity to which disclosure is made.
ARTICLE 13
USA PATRIOT ACT NOTIFICATION
The following notification is provided to Customer pursuant to Section 326 of the USA PATRIOT Act of 2001, 31
U.S.C. Section 5318:
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government
fight the funding of terrorism and money-laundering activities, Federal law requires all financial institutions to obtain,
verify, and record information that identifies each person or entity that opens an account, including any deposit account,
treasury management account, loan, other extension of credit, or other financial services product. What this means for
Customer: When Customer opens an account, if Customer is an individual, The Custodian or the Designated Representative
will ask for Customer’s name, taxpayer identification number, residential address, date of birth, and other information that
will allow The Custodian or the Designated Representative to identify Customer, and, if Customer is not an individual, The
Custodian or the Designated Representative will ask for Customer’s name, taxpayer identification number, business
address, and other information that will allow The Custodian or the Designated Representative to identify Customer. The
Custodian or the Designated Representative may also ask, if Customer is an individual, to see Customer’s driver’s license
or other identifying documents, and, if Customer is not an individual, to see Customer’s legal organizational documents or
other identifying documents.
ARTICLE 14
AUTOMATIC ROLLOVERS TO SAFE HARBOR INDIVIDUAL RETIREMENT PLANS
Except as otherwise mutually agreed to in writing by the Company and Matrix Trust, the provisions of this Article 14 shall
apply.
14.1
Definitions. Solely for purposes of this Article 14, the following terms shall have the meanings
respectively indicated unless the context clearly requires otherwise:
14.1.1 Automatic Rollovers. “Automatic Rollovers” means the rollover of Mandatory Distributions
into IRAs established by the Plan Administrator to the extent that Participants do not elect to either (a) have such
Matrix Trust Custodial Account Agreement 10/11/2021 1/8/2024
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distributions paid directly to an eligible retirement plan or (b) receive such distribution directly, in either case, in
accordance with Code Section 401(a)(31)(B) and the fiduciary safe harbors provided under 29 CFR §§2550.404a-2 and
2550.404a-3.
14.1.2 Custodian. Solely for purposes of this Article 14 and with respect to Automatic Rollover IRAs
established hereunder, “Custodian” means Matrix Trust as IRA Custodian.
15.1.3 IRA. “IRA” means an individual retirement account. For purposes of this Article 14, an IRA
refers to an IRA offered by the Custodian through a custodial account and that meets the requirements of Code Section
408(a)(2), as amplified by 26 CFR §1.408-2(d), and for which the Custodian serves as custodian.
14.1.4 Mandatory Distributions. “Mandatory Distributions” means (a) an immediate distribution
from an ongoing Plan to a terminated Participant without such Participant’s consent if the present value of the Participant’s
vested accrued benefit does not exceed $5,000; or (b) $7,000 for distributions after December 31, 2023, or (c) a distribution
following termination of the Plan.
14.2
Appointment of the Custodian as Automatic Rollover IRA Provider. The Company has
selected the Custodian and the Custodian has agreed to provide services related to the establishment of IRAs to hold
Automatic Rollovers from the Plan (each, an “Automatic Rollover IRA”). The adoption of this Article 14 is intended to
satisfy the fiduciary responsibility provision of ERISA Section 404(a) and 29 CFR §§2550.404a-2 and 2550.404a-3.
14.3
Scope of Services. This Article 14 sets forth the basic terms and conditions pursuant to which the
Custodian agrees to provide, and the Company agrees to secure from the Custodian, services related to the establishment of
Automatic Rollover IRAs, as supplemented by the IRA Adoption Agreement, the IRA Custodial Account Agreement, and
the IRA Disclosure Statement. The services provided hereunder shall be subject to the general terms and conditions of the
IRA Custodial Account Agreement.
14.4
Company Direction.
(a)
The Company hereby directs the Custodian to establish IRAs to receive Automatic
Rollovers from the Plan in accordance with Code Section 401(a)(31)(B), 29 CFR §§2550.404a-2 and 2550.404a-3, and the
terms of the Plan upon receipt by the Custodian of Instructions from the Company or its Designated Representative
sufficient to establish the same. The Company shall or shall cause its Designated Representative to provide such
Instructions in the form of electronic files and in a format as shall be reasonably requested by the Custodian. Such files
shall contain the specific Participant information necessary to establish such IRAs, including, without limitation, the name
of the Plan, the name of the Participant, the address of the Participant that is the most recent mailing address for the
Participant in the records of the Participant’s Employer and the Plan Administrator, the tax identification number of the
Participant, and the birthdate of the Participant. The Company shall or shall cause its Designated Representative to cause
the direct rollover of the Mandatory Distribution from the Plan to the IRA to be established by the Custodian. The transfer
by the Company or its Designated Representative of an electronic file containing the necessary Participant information, and
the receipt of the corresponding rollover amounts, will serve as evidence of the Company’s authorization and direction to
establish an IRA for each of the individuals included in such electronic files. The Company shall or shall cause its
Designated Representative to promptly notify the Custodian of any errors in the information transmitted and direct the
Custodian with respect to actions to correct such errors.
(b)
The Company hereby directs the Custodian to invest the corpus of each IRA opened
pursuant to this Article 14 in an FDIC-insured bank account (the “Investment Option”).
14.5
Responsibilities of the Custodian. Upon receipt of sufficient Instructions from the Company or its
Designated Representative in the form of electronic files as described in Section 14.4 (Company Direction), the Custodian
will open an IRA on behalf of an individual Participant based upon the Instructions so provided. To assist in the connecting
of the individual participant with the participant’s retirement savings, the Custodian will make available to the Company or
its Designated Representative the account number of the IRA so opened. Upon receipt of the assets, the Custodian will
invest the assets as directed by the Company or its Designated Representative and will assess fees and expenses in
accordance with the schedule attached to this Agreement as Schedule 4 (Safe Harbor Automatic Rollover IRAs Fee
Disclosure Notice for Responsible Plan Fiduciary). In accordance with the notification requirements of Code Section
408(a) and 26 CFR §1.408-6, the Custodian will provide, at the address provided by the Company or its Designated
Representative as the Participant’s most recent mailing address in the records of the Participant’s Employer and the Plan
Administrator, the following information to the individual for whom the Automatic Rollover IRA is to be established (the
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“IRA Holder”): (i) an IRA Adoption Agreement completed with the account opening information as provided by the
Company or its Designated Representative; (ii) an IRA Custodial Account Agreement; and (iii) an IRA Disclosure
Statement. The Custodian will update the IRA information with any corrected or updated information as provided by the
IRA Holder from time to time. The Custodian will have no obligation to verify the accuracy of the information as provided
by the Company or its Designated Representative or to search for or ascertain the whereabouts of the IRA Holder until such
time as required minimum distributions are to commence.
14.6
Fees and Expenses. The Company understands and agrees that:
(a)
Only cash may be rolled into an Automatic Rollover IRA;
(b)
Each Automatic Rollover IRA will bear fees and expenses in accordance with the
schedule attached to this Agreement as Schedule 4 (Safe Harbor Automatic Rollover IRAs Fee Disclosure Notice for
Responsible Plan Fiduciary); and
(c)
Such fees and expenses may change from time to time, but will not exceed fees and
expenses that would be charged by the Custodian for a comparable IRA established for reasons other than receipt of an
Automatic Rollover; and
The Custodian may propose to prospectively change the fees and expenses it charges,
(1)
or otherwise receives in connection with, any Automatic Rollover IRA, by providing written notice to the IRA Holder with
a request for the IRA Holder’s consent to the change, and such change may be implemented following the Custodian’s
receipt of such IRA Holder’s written consent. In addition, the written notice provided to the IRA Holder will explain that
the IRA Holder will be deemed to have consented to the proposed change if the IRA Holder does not object to the proposed
change in writing within a reasonable period (generally 60 days, but in no case less than a period reasonably needed to
consider and communicate the decision) specified in the written notice, and the Custodian may implement the proposed
change upon the IRA Holder’s failure to object within the prescribed time period; provided however that any IRA Holder
who does object in writing to the proposed change within the prescribed time period will be provided with an additional
reasonable period (generally 60 days, but in no case less than a period reasonably needed to engage a new IRA provider and
request transfer of the Automatic Rollover IRA’s assets to the new provider) to engage a new IRA provider or otherwise
request a distribution of his or her Automatic Rollover IRA before the change shall be implemented with respect to his or
her Automatic Rollover IRA. The failure to transfer to another IRA provider or to request a distribution (including
providing any information reasonably requested by Custodian) within the prescribed time period will be deemed to be a
consent to the proposed change and a revocation of the IRA Holder’s objection.
14.7
Enforcement by the Participant. This Article 14 shall be enforceable by a Participant with respect
to a Mandatory Distribution transferred to an Automatic Rollover IRA established for the benefit of such Participant.
14.8
Company Representations and Warranties.
(a)
Generally. The Company represents and warrants that:
(i)
terms of the Plan and applicable law;
Transfers of Mandatory Distributions to the Custodian are consistent with the
(ii)
The Company or its Designated Representative has furnished Participants with
a summary plan description, or a summary of material modifications, that describes the Plan’s automatic rollover provisions
and the explanation required by 29 CFR §2550.404a-2(c)(4) or 29 CFR §2550.404a-3(e), as applicable;
(iii)
The Company has determined that (A) the Investment Option is designed to
preserve principal and provide a reasonable rate of return consistent with liquidity, and (B) the Investment Option seeks to
maintain, over the term of the investment, the dollar value that is equal to the amount invested in the Investment Option by
an Automatic Rollover IRA, except insofar as fees and expenses may be charged to such IRA in accordance with Schedule
4 hereof;
(iv)
The Company or its Designated Representative has received the IRA Custodial
Account Agreement, the IRA Disclosure Statement, rate of return information with respect to the Investment Option, and
Matrix Trust Custodial Account Agreement 10/11/2021 1/8/2024
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the Fee Disclosure, all of which are attached hereto or previously have been provided to the Company or its Designated
Representative by the Custodian;
(v)
The Investment Option is the only option available under Automatic Rollover
IRAs established pursuant to Article 14, and the respective IRA Holders will incur account establishment, annual
maintenance, and other administrative fees if any such IRA Holder directs the transfer of the corpus of his or her Automatic
Rollover IRA to another investment option with another IRA provider;
(vi)
The selection of the Custodian and the Investment Option will not result in a
prohibited transaction under ERISA Section 406;
(vii)
With respect to each data transmission, the account opening information
provided to the Custodian, along with the direction to establish the IRA, is the most recent and accurate information
available to the Plan and the Company or its Designated Representative, and the Participant for which the Automatic
Rollover is made has not elected to receive the distribution directly; and
(viii)
The Company acknowledges that, at the time of the IRA Holder’s death, if the
IRA Holder has not designated a beneficiary (the “IRA Beneficiary”), or if the IRA Beneficiary is not alive, the death
benefit will be paid in the following order of priority to the IRA Holder’s:
(1)
Surviving spouse;
(2)
Children, including adopted children in equal shares (and if a child is
not living, that child’s share will be distributed to that child’s living descendants);
(b)
Agreement.
(3)
Surviving parents, in equal shares;
(4)
Estate.
Survival. The provisions of this Section 14.8(viii) shall survive the termination of this
14.9
Representations and Warranties of the Custodian. The Automatic Rollover IRA fees and
expenses set forth on a schedule attached to this Agreement as Schedule 4 (Safe Harbor Automatic Rollover IRAs Fee
Disclosure Notice for Responsible Plan Fiduciary) shall at all times be comparable to fees and expenses for similar IRAs
provided by the Custodian for reasons other than receipt of a Mandatory Distribution.
ARTICLE 15
MISCELLANEOUS
15.1
Applicable Law.
15.1.1 Choice of Law. This Agreement shall be construed and interpreted according to the laws of the
State of Colorado to the extent that such laws are not preempted by the laws of the United States of America. All
contributions to, and payments from, the Account shall be deemed to take place in the State of Colorado.
15.1.2 Choice of Venue. Except as provided in Section 8.4 (Prohibited Transactions), all
controversies, disputes, and claims arising under this Agreement and not otherwise resolved will be submitted to the United
States District Court for the district where the Custodian has its principal place of business, and by executing this
Agreement, each party hereto consents to that court’s exercise of personal jurisdiction over them.
15.1.3 Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE ADDENDA, APPENDICES AND SCHEDULES
ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY
HEREBY ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING
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WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS
WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER IN THIS SECTION.
The provisions of this waiver of jury trial clause shall survive any termination, amendment or expiration of the Custodial
Account Agreement and if any term, covenant, condition or provision of this clause is found to be unlawful or invalid or
unenforceable, the remaining parts of the clause shall not be affected thereby and shall remain fully enforceable. The
prevailing party in any court proceeding, shall be entitled to its reasonable attorney's fees and expenses from the nonprevailing party. The foregoing waiver of jury trial provision shall in no event apply to disputes, if any, with any Participant
in or Beneficiary under the Plan, which shall be subject to the claims appeal and remedy provisions of the Plan, ERISA and
the Code, to the extent applicable. Nothing herein shall be construed to limit or curtail the rights of any Participant or
Beneficiary under the terms of the Plan or under ERISA, the Code or other applicable law.
15.2
Counterparts. Execution in Counterparts; Electronic Signatures. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an original and no other counterpart need be
produced. Telephonic or electronic facsimile and scanned copies of original signatures, writings, or initials on this
Agreement, and signature or initialed pages transmitted by electronic mail in portable document format (.pdf) or by any
other electronic means intended to preserve the original graphic or pictorial appearance of a document, shall be as valid as
the original signatures, writings, or initials and/or will have the same effect as physical delivery of the paper document
bearing an original signature.
15.3
Notices. The address of the Customer shall be as set forth in this Agreement, but may be changed
by providing either written notice to the Custodian sent by certified mail, return receipt requested or by electronic
communication that is used regularly in the ordinary course of business between the Customer and the Custodian.
15.4
Evidence. Evidence required of anyone under the Agreement may be by certificate, affidavit,
document, facsimile, E-mail or other form which the Person acting in reliance thereon considers to be pertinent and reliable,
and to be signed, made, or presented by the proper party.
15.5
Waiver of Notice. Any notice required under this Agreement may be waived in writing by the
Person entitled to the notice.
15.6
Complete Agreement. This Agreement and any schedule of fees provided by the Custodian or the
Designated Representative embodies the entire agreement and understanding of the parties relating to the subject matter
hereof.
15.7
Severability of Provisions. Should any provision of this Agreement be held invalid or illegal for
any reason, such illegality or invalidity shall not affect the remaining provisions of this Agreement, but shall be fully
severable, and the Agreement shall be construed and enforced as if such illegal or invalid provision had never been inserted
herein.
ARTICLE 16
Special Instructions (Optional):
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SIGNATURES:
ACCEPTED AND AGREED TO BY THE CUSTOMER:
Signature:_______________________________________________________
Name:
Summer Smith
Title: ___________________________________________________________
Date: ____________________________________________________________
ACCEPTED AND AGREED TO BY THE TRUSTEE(S):
Signature:________________________________________________________
Name:
Summer Smith
Title: ____________________________________________________________
Date: ____________________________________________________________
Signature:_________________________________________________________
Name: ____________________________________________________________
Title: _____________________________________________________________
Date: _____________________________________________________________
(Attach additional sheets if necessary)
ACCEPTED AND AGREED TO BY THE PLAN ADMINISTRATOR AND RESPONSIBLE PLAN FIDUCIARY
(If different from Customer):
Signature: ________________________________________________________
Name: ___________________________________________________________
Title: ___________________________________________________________
Date: ___________________________________________________________
THIS AGREEMENT IS NOT EFFECTIVE UNTIL COUNTERSIGNED BY AN AUTHORIZED OFFICER OF
THE CUSTODIAN AND DELIVERED TO THE CUSTOMER OR THE TRUSTEE.
ACCEPTED AND AGREED TO BY THE CUSTODIAN AT ITS OFFICE IN DENVER, COLORADO:
MATRIX TRUST COMPANY
Signature:________________________________________________________
Name:
Title: ___________________________________________________________
Date: ___________________________________________________________
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Matrix Trust Float Earnings
In connection with Matrix Trust’s provision of services to plan customers, Matrix Trust maintains various
banking arrangements to facilitate movements of cash as necessary to process plan customer transactions,
including arrangements with one or more banks. Under these arrangements, cash may be held in general or
“omnibus” bank accounts established by or at the direction of Matrix Trust, pending investment, trade
settlement, or the presentment of distribution checks for payment. These accounts generate float earnings
for Matrix Trust. The proportionate share of those earnings attributable to the funds of a particular plan
constitutes compensation that is paid by the plan and retained by Matrix Trust in connection with Matrix
Trust’s services and is in addition to any other fees or compensation payable under the service arrangement.
Summary of Float Paragraphs
The paragraphs below describe the specific circumstances under which float will be earned and retained, the
time frames applicable to float earnings periods, and a general description of the rate of float earnings.
Contributions - Plan Account Cash Sweep
Plans direct cash contributions to Matrix Trust through a demand deposit account Matrix Trust maintains for
that purpose. Matrix Trust credits the amount of a plan’s cash contribution to the plan’s Matrix Trust account
(“Plan Account”) on the business day it is received. If the Plan Account uses a cash sweep, the cash
contribution is swept from the demand deposit account and invested on the plan’s behalf on the next business
day. Matrix Trust earns float on the cash contribution between the business day of deposit and the next
business day. A “business day” is a day on which the New York Stock Exchange is open for business.
Contributions - Plan Account No Cash Sweep
If a Plan Account does not use a cash sweep, Matrix Trust earns float on the cash contribution from the
business day of deposit until Matrix Trust receives investment instructions from the plan and the investment
transaction settles. Upon Matrix Trust’s receipt of investment instructions in good order, settlement of
mutual fund trades generally occurs within one business day and settlement of individual securities trades
(i.e., stocks and bonds) generally occurs within 3 business days.
Purchase of Securities Timeline
When Matrix Trust receives instructions, in good order and in accordance with prescribed procedures, to
purchase a security for a Plan Account, Matrix Trust places the purchase trade order that same business day
if the instructions are received prior to Matrix Trust trading cut-off times. If instructions are received after
the Matrix Trust trading cut-off times, the purchase trade order is placed on the next business day.
Settlement of Purchase Trade Order
When Matrix Trust settles a purchase trade order for a Plan Account, Plan Account assets required to pay for
the purchase are transferred to a demand deposit account maintained by Matrix Trust on the trade settlement
date. When a purchase trade order is cancelled or rejected, the funds previously set aside to pay for the
purchase are re-credited to the Plan Account and either invested through the cash sweep, if applicable, or
retained in the deposit account pending other investment instructions, as described previously.
Same Day Placement of Sale Trade Order
When Matrix Trust receives instructions, in good order and in accordance with prescribed procedures, to sell
a security for a Plan Account, Matrix Trust places the sale trade order that same business day if the instructions
Matrix Fee Disclosure 01312024
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SCHEDULE 1
FEE SCHEDULE FOR PLAN FIDUCIARIES
Matrix may receive certain fees in connection with particular services, which are set forth specifically in a separate written agreement between
Matrix Trust and/or MSCS on one hand, and the Designated Representative on the other. In such case, these services are intended to be part
of, or in support of, the broader services bundle provided to the Plan by the Designated Representative. Some of these services require a
separate service agreement or letter between Matrix and the Plan. Also, if your Plan interfaces with Matrix through a Designated
Representative, per the agreement between Matrix Trust/MSCS and the Designated Representative, Matrix Trust or MSCS receives a “basis
point fee” from the Designated Representative in exchange for processing investment transactions and providing supporting services, which
fee is based on the amount of assets in your Plan (and thus, on Matrix’s platform). Please contact your Designated Representative to obtain
the ranges of such “basis point fee” paid in connection with such services received.
The Rest of the Page is Intentionally Left Blank
Matrix Trust Custodial Account Agreement 10/11/2021
Schedule 1-1
Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
Invoices are generated quarterly in arrears.
Service Fees as of 10/01/2023
MSCS FEES
Charge for assets processed and settled through MSCS ....................
National Securities Clearing Corporation (NSCC) Fee .......................
Administrative Fees ...........................................................................
Contact your Designated Representative
Contact your Designated Representative
Contact your Designated Representative
MATRIX TRUST ‐ TRUST/CUSTODY SERVICES FEES
1
Trustee Fee .......................................................................................
Trustee Fee for Individualized Designed Document2 ........................
$ 1,000 annually
fees determined after required one‐time prior legal review
Outgoing Bank Wire ...........................................................................
Distribution Payments ‐ One Time Checks3 …………………………….........
Distribution Payments ‐ One Time ACH Transfers4 ...........................
Distribution Payments – Recurring Checks5 ......................................
Distribution Payments – Recurring ACH Transfers6………………………...
Distribution Payments – Recurring Wires7……………………………………..
Returned Wire ....................................................................................
Stop Payment .....................................................................................
NSF (non‐sufficient funds) Checks ....................................................
Stale Check Stop Payment/Transfer Fee ............................................
Tax Form Correction ..........................................................................
$ 20 each
$ 15 each
$ 10 each
$ 7 each
$ 7 each
$ 7 each
$ 25 each
$ 25 each
$ 25 each
$ 10 (max) each for checks > $25; less for checks < $25
$ 45 each
Certified Trust Reports ‐ Electronic Delivery (quarterly or annually) ........
Certified Trust Reports ‐ Hard Copy Delivery (quarterly or annually) .......
Certified Trust Reports ‐ Ad Hoc (electronic or hard copy) ........................
Monthly Transactional Statements ‐ Electronic Delivery ...................
Waived
$ 150 annually
$ 150 each
No Charge
1 Includes certified trust reports.
2 Includes certified trust reports.
3 Includes federal and state tax withholding and Form 1099 reporting, if applicable.
4 Includes federal and state tax withholding and Form 1099 reporting, if applicable.
5 Two+ distributions to a single participant within one calendar year, with single Form 1099. Includes federal and state tax withholding and Form 1099
reporting, if applicable.
6 Two+ distributions to a single participant within one calendar year, with single Form 1099. Includes federal and state tax withholding and Form 1099
reporting, if applicable.
7 Two+ distributions to a single participant within one calendar year, with single Form 1099. Includes federal and state tax withholding and Form 1099
reporting, if applicable.
Fee Schedule Page 1
TPA#406
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MATRIX TRUST ‐ ADDITIONAL SERVICES
Stale Check Vendor Outreach Services (By PBI Research Services) ............
Stale Check Treasury Management Services (By PBI Research Services) ....
$ 5 per account
$ 35 per account
In‐Kind Distribution ‐ Certificates .......................................................
DTC and other transfers .....................................................................
Mutual Fund In‐Kind Transfers ..........................................................
Exchange Traded Funds (ETFs) – if applicable (transactions by Virtu) ........
$ 120 each
$ 50 each
$ 20 each
$ 0.01 per share per ETF/CEF trade8
Unitization of Employer Stock Fund
brokerage and money market selected by Matrix Trust ..................................
$ 3,000 annually per NAV
Unitization of Employer Stock Fund
brokerage and money market outside Matrix Trust/multiple securities NAV .......
Managed Portfolio (stocks, bonds, mutual funds) .......................................
$ 5,000 annually per NAV
$ 5,000 annually
Research and Special Services ...........................................................
$ 100 per hour
8 Batch processed with market on close execution; or $0.005 per share per ETF/CEF trade batch processed with execution during market hours.
Fee Schedule Page 2
TPA#406
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SCHEDULE 2
RETIREMENT CASH ACCOUNT
Retirement Cash Account Description. The Retirement Cash Account is an FDIC-insured deposit account provided
by JPMorgan Chase Bank, N.A. (JPMCB). The Retirement Cash Account will be eligible for insurance by the FDIC
up to current limits for principal and accrued interest per depositor in each recognized legal capacity when aggregated
with other deposits held at JPMCB in the same capacity. The Customer is responsible for monitoring the total amount
of deposits maintained at JPMCB in order to determine the extent of FDIC coverage available. Questions about FDIC
insurance coverage may be directed to Matrix Trust and also may be obtained by contacting the FDIC, Office of
Compliance and Consumer Affairs, by letter (550 17th Street, N.W., Washington, DC 20249), by phone (877-2753342, 800-925-4618 (TDD), or 202-942- 3100), by email (dcainternet@fdic.gov), or by accessing the FDIC website
at www.fdic.gov.
How to Determine Current Rate of Interest Paid on Retirement Cash Account. The Retirement Cash Account
pays a “stated rate” of interest to investing Plan participants, which is equal to the total interest rate paid by JPMCB at
any given time, reduced by Matrix Trust’s servicing fee (at the same time). JPMCB has discretion to determine the
total interest rate paid and no established rate is guaranteed. However, at any rate of total interest paid by JPMCB,
the share of the total interest that is the “stated rate” of interest credited to Plan participants on one hand, and the share
of the total interest that is retained by Matrix Trust as its servicing fee on the other hand, is established and set forth
in a rate table, which is described below and in the enclosed “Disclosure Notice.”
For general information on the interest rates, see the Retirement Cash Account product sheet available at
https://www.broadridge.com/resource/matrix-trust-company. The interest rates paid with respect to the Retirement
Cash Account may be higher or lower than the interest rates available to depositors making deposits directly with
JPMCB or other depository institutions in comparable accounts.
For more specific information, the current interest rate payable at any given time, will be available online at
https://www.broadridge.com/resource/matrix-trust-company. A copy of the full rate table and the current interest rate
payable at any given time may be obtained by calling Matrix Trust Client Services at 888-947-3472. Current Retirement
Cash
Account
disclosures
and
rates
payable
are
likewise
available
online
at
https://www.broadridge.com/_assets/pdf/broadridge-msb-retirement-cash-account.pdf. Interest rates may fluctuate
frequently and significantly. We strongly encourage Customers, Designated Representatives and Investment Managers (as
the case may be) to utilize these resources to help make fully informed decisions about whether to begin utilizing, or continue
utilizing, the Retirement Cash Account.
Interest will accrue on balances from the day they are deposited into the Retirement Cash Account through the
business day preceding the date of withdrawal from the Retirement Cash Account. Interest will be accrued daily and
credited on the first business day of the following month. The Customer authorizes Matrix Trust to compute and credit
the stated rate of interest. For the avoidance of doubt, amounts will be invested in the Retirement Cash Account only
pursuant to and in accordance with Instructions of the Designated Representative, Investment Manager, and/or
Customer and, where applicable, a participant.
Retirement Cash Account is a JPMCB Account. The Customer acknowledges that the Retirement Cash Account
constitutes an obligation of JPMCB and is not an obligation of Matrix Trust. Matrix Trust does not guarantee in any
way the financial condition of JPMCB or the accuracy of any publicly available financial information concerning
JPMCB. Matrix Trust will not be responsible for any insured or uninsured portion of the Retirement Cash Account.
The Customer authorizes Matrix Trust to act as its agent to purchase and redeem balances in the Retirement Cash
Account, and authorizes Matrix Trust to select and use agents as Matrix Trust deems appropriate. No evidence of the
Retirement Cash Account, such as a passbook or certificate, will be issued to the Plan. Ownership of the Retirement
Cash Account at JPMCB will be evidenced by an omnibus book entry on the records of JPMCB, and by records
maintained by Matrix Trust.
Matrix Trust Custodial Account Agreement 10/11/2021
Schedule 2-1
Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
Schedule 3 - Fee Disclosure Notice For Plan Fiduciaries
Matrix 408(b)(2) Fee Disclosure Notice
Who We Are and the Purpose of this Disclosure
We are providing you, the responsible plan fiduciary for the employee benefit plan (the “Plan”), which may be
subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), this description of the
services provided (the “Services”), and compensation received by, as applicable, Matrix Trust Company (“Matrix
Trust”), Matrix Settlement & Clearance Services, LLC, (“MSCS”) and MSCS Financial Services Division of Broadridge
Business Process Outsourcing, LLC (“MSCS Financial”) (collectively, “Matrix”), in connection with your Plan. All three
of these companies are Broadridge Financial Solutions, Inc. (“Broadridge”) subsidiaries and are therefore under
common control. Thus, MSCS and MSCS Financial are both “affiliates” of Matrix Trust, and “affiliates” of each other.
This fee disclosure (“Fee Disclosure”) pertains to the Services covered in an agreement with Matrix and is intended
as the service provider disclosure statement to fiduciaries that have the authority to enter into, extend, or renew
Matrix’s provision of services to the Plan. If you are in receipt of this disclosure and are not the responsible plan
fiduciary under 29 C.F.R. Sec. 2550.408b-2 (“408(b)(2)”), please forward this disclosure and any related fee schedule,
fee agreement or fee exhibit (collectively the “Fee Sheet”), to that fiduciary’s attention.
You may have received information from your Plan’s third-party administrator, recordkeeper, designated
representative, or authorized person (collectively hereinafter, “Designated Representative”) about the Services
provided, and fees paid, in connection with your Plan. We are providing this disclosure to ensure that you have
been, and remain, appropriately informed about our services and compensation.
Fiduciary Capacity under ERISA
If Matrix Trust’s appointment is as a directed (non-discretionary) trustee to your Plan and your Plan is subject to
ERISA, Matrix Trust is serving in a limited fiduciary capacity under ERISA when carrying out directed trustee
responsibilities. If Matrix Trust’s appointment is not as trustee to the Plan, Matrix Trust does not expect to provide
services as an ERISA fiduciary except to the extent that Matrix Trust explicitly agrees to and acknowledges its
fiduciary capacity with respect to certain specific functions.
Matrix Services and Fees
Your Plan has entered into a custodial or directed trustee account agreement with Matrix Trust and/or possibly, one
or more other service agreement(s) with Matrix Trust. In each case, Matrix Trust, directly or through its affiliates,
provides the services described in the applicable agreement. The amounts or rates of fees charged directly by Matrix
Trust or its affiliates to the Plan are set forth on the Plan’s Fee Sheet.
Fees Assessed by Others
The Plan’s Designated Representative may impose administrative and/or recordkeeping fees, which are in addition
to Matrix’s fees. Matrix’s fees do not include investment manager or consultant fees, and do not include any
brokerage commissions or other sub-custodian fees, unless otherwise noted. While Matrix charges for unitization
services (if selected), brokerage commissions and/or sub-custodian fees may be charged by third-parties not
affiliated by Matrix, and such other charges are in addition to Matrix’s fees. Matrix’s fees also do not include real
estate appraisal fees, annual inspection costs, insurance premiums or other like costs associated with any real
property that may be held in the account. In some instances, outside parties’ fees may be passed through to the
Plan as directed by the Plan or the Plan’s Designated Representative.
Matrix Fee Disclosure 01312024
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Unitization Services
If elected, Matrix provides account unitization services (“Unitization”) for employer stock, separately managed
accounts, and fund of funds models (“Unitized Accounts”). Fees for Unitization services, if applicable, are listed on
the Fee Sheet. Unitization Fees may be paid by the Designated Representative, the plan sponsor or the Plan
(including or exclusively from the Unitized Accounts) as determined by the plan sponsor or its investment
adviser. With respect to Unitization fees assessed directly on the Unitized Accounts, these fees constitute direct
compensation to Matrix. Investment management fees, brokerage commissions and/or sub-custodian fees may be
charged by third-parties not affiliated by Matrix, and such other charges are in addition to Matrix’s fees.
Matrix Billing Methodology
Matrix’s fees are billed quarterly or monthly in advance or in arrears, as set forth on your Plan’s Fee Sheet. To the
extent fees are asset based, fees will be calculated utilizing a daily average balance for the previous invoice period.
Fees shall be paid by the Plan’s sponsor or Designated Representative, unless otherwise directed by the Plan’s
sponsor or Designated Representative. To the extent Matrix is directed to assess Matrix’s fees upon the account
(i.e., the Plan), the fees represent direct compensation paid to Matrix. To the extent that Matrix’s fees are paid by
the Plan’s sponsor, the fees do not represent direct or indirect compensation paid to Matrix for purposes of
408(b)(2). Matrix’s fees outstanding for more than 90 days from the billing date may be deducted directly from the
Plan account, in accordance with the applicable Matrix agreement.
Indirect Compensation
Matrix Trust may receive indirect compensation in connection with Services:
• in the form of "float" income; and/or
• through its affiliate(s) and/or other parties as described below, and to the extent applicable, with respect to
Mutual Fund Fee / Administrative Fee Services, ETF/Closed End Fund Trading Services, Self-Directed Brokerage
Accounts, Retirement Cash Account, Proprietary Funds, ModelTool(K)it™ Services, Level Compensation Services,
Stale Dated Check Services, and/or Proceeds of Corrective Transactions.
Float Income
Matrix Trust maintains omnibus bank accounts at, and provides sub-accounting services with respect to such bank
accounts to, certain banking institutions, with respect to cash held on a short-term basis in such omnibus bank
accounts. As compensation for such sub-accounting services, Matrix Trust may derive compensation from the use
of this short-term cash, which is referred to as “float income.” With respect to your Plan, this may occur where, for
example, Plan funds are awaiting investment, distribution or other processing. Currently, Matrix Trust has
arrangements with three banks – JPMorgan Chase Bank, N.A. (“JPMorgan”), TD Bank, N.A. (“TD Bank”) and
Santander Bank, N.A. (“Santander”) – under which the banks pay float income to Matrix Trust in exchange for its
sub-accounting services. Float income is reflected as an earnings credit or service fee on monthly bank invoices.
JPMorgan, TD Bank and Santander are unaffiliated institutions to Matrix Trust.
The exact amount of float income credited from these three banks to Matrix Trust cannot be described in precise
terms, because the rate of float income paid fluctuates over time (it generally tracks the Federal Funds Rate), and it
is also impossible to predict exactly how much Plan cash will be held on a short-term basis, and for how long. Please
see “Rate on Float Earnings” below. The disclosures contained in the following paragraphs have been prepared in
accordance with U.S. Department of Labor guidance contained in Field Assistance Bulletin 2002-3 concerning service
provider float disclosure obligations to employee benefit plan customers.
Matrix Fee Disclosure 01312024
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are received prior to Matrix Trust trading cut-off times. If instructions are received after the Matrix Trust
trading cut-off times, the sale trade order will be placed on the next business day.
Plan Account Proceeds on Trade Settlement Date
When Matrix Trust places or settles a sale trade for a Plan Account, the Plan Account receives the sales
proceeds on the trade settlement date. If the Plan Account does not use a sweep, Matrix Trust will earn float
from the date Matrix Trust receives the sale settlement proceeds until Matrix Trust receives instructions to
reinvest the sale proceeds as described above.
Float When Issuing Checks
Matrix Trust may earn float when it issues checks on behalf of plans including checks for (i) distributions to
participants and/or beneficiaries, (ii) participant loan distributions, or (iii) fees paid to plan service providers.
Matrix Trust does not earn float when payments or distributions are made by direct deposit (ACH) or by a
federal funds wire transfer.
Float on Mailed Distribution Checks
Matrix Trust will mail a distribution check to a plan participant or beneficiary on the payable date (the date
printed on the check). On the same day, Matrix Trust debits the Plan Account in the amount of the check.
Matrix Trust will earn float on the amount of the check from the date the check is issued until the date the
check is presented and paid.
Float on Periodic/Recurring Distributions
Where Matrix Trust has been directed to establish periodic or recurring distribution checks, such payments
are typically mailed to plan participants and beneficiaries prior to the payable date (for example, periodic
payments are mailed six business days prior to the payable date). Matrix Trust debits the Plan Account in the
amount of the checks on the payable date. Matrix Trust is able to mail the checks before assets are withdrawn
from the Plan Account and sold because periodic distributions are of a predictable amount (generally a set
dollar amount each payment cycle). Matrix Trust will only earn float on the amount of the check from the
date the check is payable until the date the check is presented and paid.
Recredit to Plan Account of Outstanding Distribution Checks
On a periodic basis, Matrix Trust will notify plans or their Designated Representative of outstanding periodic
and lump sum distribution checks that Matrix Trust has issued. If an originally-issued check is reported lost
or missing, Matrix Trust will re-issue the check upon receipt of direction from the plan and/or other authorized
party to instruct on the account. If the participant or beneficiary does not negotiate the check within a
reasonable time, Matrix Trust reserves the right to re-credit (redeposit) the payment to the Plan Account and
to invest these funds at the direction of a Plan Account fiduciary or authorized party to instruct on the account,
or to disburse the funds as directed or otherwise in accordance with applicable law.
Rate on Float Earnings
The rate at which Matrix Trust earns float over the time periods described above is generally comparable to
the effective Federal Funds Rate as reported in the Wall Street Journal over the applicable time frame. While
the banks have discretion in the setting of the exact rates, the Federal Funds Rate at a given time is a
reasonable estimate of the rate paid to Matrix Trust.
Matrix Fee Disclosure 01312024
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Mutual Fund Fees / Administrative Fee Services
Where Matrix Trust has been so authorized, Matrix Trust through its affiliate and a registered broker dealer, MSCS
Financial, may receive fees from certain investment companies, mutual funds, stable value funds, guaranteed
investment contracts, guaranteed annuity contracts and similar investment vehicles (the “Funds”) in the form of
12b-1 fees or firm concessions, or in the form of shareholder servicing, sub-transfer agent and sub-accounting fees
(“Mutual Fund Fees”). Mutual Fund Fees are paid by the applicable investment company(ies) or other Fund(s) to
MSCS Financial or Matrix Trust pursuant to shareholder servicing and similar agreements. You can contact Matrix
Trust at 888-947-3472 for specific information about the levels of Mutual Fund Fees paid with respect to Funds
currently on the Matrix platform, which will allow you to ascertain the Mutual Fund Fees paid by those Funds actually
held by your Plan in a Matrix Trust account.
In addition, the recordkeeper for your Plan (which may be the Designated Representative) will generally provide you
with information about the fees and costs, and certain other aspects, of any Funds or other investments that are
designated under your Plan as investment alternatives to be made available to participants (assuming your Plan
permits participant investment direction), which in many cases may be provided through fund prospectuses, fact
sheets or similar documents. We encourage you to review these materials carefully to better understand the various
fees and costs associated with these investments, including the payments they may make to Matrix Trust and other
parties.
In accordance with agreements related to your Plan (some arrangements will be stipulated in an Administrative Fee
Collection Addendum while others will be determined by the agreement between Matrix and the Designated
Representative), Matrix Trust may deposit administrative servicing fees (“Administrative Fees”) in an amount equal
to a percentage of any Mutual Fund Fees collected for administrative services provided to the Plan. MSCS Financial
is compensated by the collection of Mutual Fund Fees. In accordance with an intercompany agreement between
MSCS Financial and Matrix Trust, MSCS Financial pays to Matrix Trust the Administrative Fees, which Matrix Trust,
in turn, pays out in accordance with the Administrative Fee Collection Addendum or Matrix agreements with the
Designated Representative.
Administrative Fees will either be: (a) credited to an Administrative Fee Account until Matrix Trust is instructed to
disburse them; (b) applied to offset the fees the Designated Representative owes to Matrix; (c) directed by the
Designated Representative for credit to a Plan’s account; or (d) directed by the Designated Representative to wire
out to third-party service providers. As compensation for the collection of Mutual Fund Fees, MSCS Financial may
retain for its services an amount equal to a percentage of Mutual Fund Fees collected or charge an annual flat fee
amount; the actual percentage or flat fee amount for the Mutual Fund Fee collection is reflected in your Plan’s Fee
Sheet or obtainable from the Designated Representative (if your Plan has a Designated Representative).
Administrative Fees are generated only to the extent that Mutual Fund Fees are collected by MSCS Financial. If a
Fund has not paid to MSCS Financial or does not pay Mutual Fund Fees, then no Administrative Fees will be
generated.
If your Plan is invested in the CMFG Life Insurance Company Guaranteed Account or the BANC Master Deposit
Account B, the entire 0.25% (25 basis point) administrative service fee is retained by MSCS Financial unless otherwise
stipulated in your Plan’s Fee Sheet.
NSCC Transaction Fees
For each Fund transaction processed through the National Securities Clearing Corporation (“NSCC”), the NSCC’s
parent the Depository Trust & Clearing Corporation (“DTCC”), a financial services firm unaffiliated with Matrix,
presently assesses a $0.065 to $0.08 transaction-based fee, subject to change by the DTCC, for providing clearing
and counterparty services. In accordance with the agreement between Matrix Trust/MSCS and the Designated
Representative, DTCC transaction fees may be invoiced to, and paid by, the Designated Representative, unless
Matrix Fee Disclosure 01312024
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otherwise stipulated in your Plan’s Fee Sheet. Neither Matrix Trust nor its affiliates retain any portion of any DTCC
transaction fees assessed.
ETF/Closed End Fund Trading Services
If the Plan offers one or more exchange-traded funds (“ETFs”) and/or closed end funds (“CEFs”) as investment
options to Plan participants, a third-party unaffiliated subcontractor of Matrix, currently Virtu Americas LLC (“Virtu”),
a broker-dealer, is paid certain commissions for executing ETF/CEF trades processed on the Matrix trading platform.
Other unaffiliated third-party broker-dealers may be added as subcontractors (or replace Virtu) and may perform
substantially equivalent services as Virtu. The commissions paid to such third-party broker-dealer(s) (including Virtu)
(each an “Outside BD”) are either: (a) passed through to the Plan by “netting” the commission amount from the
trade in the Plan’s account; (b) invoiced to the Designated Representative; or (c) paid by Matrix, with Matrix assessing
additional basis points and/or minimum fees per the Plan’s Fee Sheet. Currently, the Outside BD’s commission
charges, as the executing ETF/CEF broker, are:
•
•
•
•
$0.005 per share per ETF/CEF trade batch processed with execution by the Outside BD during market hours;
$0.01 per share per ETF/CEF trade, batch processed with standard Market-on-Close execution by the
Outside BD;
$0.04 per share per ETF/CEF trade, batch processed with Market-on-Close execution by the Outside BD,
with trade files received by the Outside BD after market close and with estimate files received by the
Outside BD before market close (and with trade instructions received from the underlying plan participant
before market close); or
$0.09 per share per ETF/CEF trade, batch processed with Market-on-Close execution by the Outside BD,
with trade files received by the Outside BD after market close without pre-market close estimate files (but
with trade instructions received from the underlying plan participant before market close).
Matrix does not retain any of the Outside BD’s commissions described above; rather, the Outside BD retains 100%
of these ETF/CEF commissions. Additionally, for ETF/CEF trades to receive pricing as of market close (“Market-onClose ETF/CEF Trades”), the Outside BD will price such trades as of the closing price for such ETFs/CEFs, and in the
process may incur gains and losses from such trades by executing hedging transactions in advance of the market
close for the purpose of helping to ensure that the desired Market-on-Close ETF/CEF Trades can be timely processed
at the closing price. Consistent with positions expressed by the U.S. Department of Labor, any such gains may be
treated as compensation to the Outside BD for its services. The exact amount of any such net “compensation”
cannot be predicted in advance, but it would be reasonable to assume that, over time, these transactions will involve
both shortfalls (losses) and excesses (gains) to the Outside BD that should generally offset each other, and are
therefore not expected to result in material net “profit” or “compensation” to the Outside BD.
Self-Directed Brokerage Accounts
If the Plan offers a self-directed brokerage account (“SDBA”) option to Plan participants, SDBA balances remain
subject to the services and fees described under other sections of this disclosure and any related Fee Sheet, to the
extent applicable. Also, where the sponsor or other responsible plan fiduciary of the Plan and/or its Designated
Representative has directed Matrix Trust to establish an SDBA that is a Schwab Brokerage Account, which Schwab
refers to as the Schwab Personal Choice Retirement Account (“PCRA”), pursuant to an agreement with Schwab, MSCS
will provide account reconciliation services, account set-up and maintenance, movement of cash between the Plan’s
core accounts and PCRAs, and related administrative tasks. For these services and others, MSCS will receive quarterly,
in arrears, an amount equal to 0.00375% (0.375 basis points) of the value of Plan assets in the Schwab PCRAs during
such quarter, based on the daily average of the balance of all active PCRAs for each business day of the month during
such quarter. Schwab pays these fees to MSCS.
Matrix Fee Disclosure 01312024
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In all cases, the fees described above do not include brokerage commissions or other fees payable to Schwab, or other
SDBA provider, who are unaffiliated with Matrix Trust, MSCS and MSCS Financial.
Retirement Cash Account
Matrix Trust receives fees with respect to the Retirement Cash Account (if your Plan has selected the Retirement
Cash Account as an investment option for participants), to the extent permitted by the Applicable Rules (defined
below), for providing services with respect to the account and the accountholders. Specifically, as provided under
an agreement with JPMorgan, Matrix Trust receives a servicing fee in exchange for providing sub-accounting and
support services, processing transactions and reconciling aggregate account activity with respect to funds deposited
in the Retirement Cash Account with JPMorgan. The servicing fee is deducted by Matrix Trust from the total interest
paid to Matrix Trust by JPMorgan, and is the difference between the total interest rate paid to Matrix Trust by
JPMorgan and the stated interest rate paid to plan participants on their investments in the Retirement Cash Account.
In other words, the servicing fees paid to Matrix Trust reduce the interest rate paid to plan participants by a
corresponding amount.
At each rate of total interest paid by JPMorgan (from 0.00% up to 7.00%), the share of such total interest that is
credited as the “stated rate” of interest to plan participants on their Retirement Cash Account balances, and the
share of such total interest that is retained by Matrix Trust as its servicing fees, are set forth under a pre-established
rate table. Such servicing fees are based on the average daily deposit balances in the Retirement Cash Account. The
rate of the servicing fee that Matrix Trust receives may exceed the interest rate or effective yield the depositors
receive from the Retirement Cash Account. No portion of these servicing fees will reduce or offset the fees otherwise
due to Matrix Trust unless required by Applicable Rules. “Applicable Rules” means all applicable federal and state
laws, rules and regulations, rules of any self-regulatory organization, and the constitution and applicable rules,
regulations, customs, and usages of the exchange or market and its clearinghouse. Unless stated otherwise in a
separate schedule, other than the applicable fees charged on plan custody accounts, there are no separate charges,
fees (other than the servicing fee described above), or commissions paid to Matrix Trust or its affiliates as a result
of, or otherwise in connection with, the Retirement Cash Account.
As the total interest rate paid by JPMorgan increases, the servicing fees will likewise increase, and if the total interest
rate paid by JPMorgan decreases, the servicing fees will likewise decrease. While the full rate table is available and
accessible (as explained below), it is very voluminous. However, the following summarizes the general ranges of the
stated interest rates paid to Plan participants and Matrix Trust’s servicing fees at various rates of total interest, as
determined under the rate table:
Table 1
When the total rate of interest*
The stated interest rate paid to
The servicing fees retained by
paid (annually) by JPMorgan is
Plan Participants ranges from:
Matrix Trust ranges from:
between:
0.00% and 0.50%
0.00% and 0.13%
0.00% and 0.37%
0.51% and 1.00%
0.13% and 0.25%
0.38% and 0.75%
1.01% and 2.00%
0.26% and 0.50%
0.75% and 1.50%
2.01% and 3.00%
0.51% and 1.23%
1.50% and 1.77%
3.01% and 4.00%
1.23% and 1.90%
1.78% and 2.10%
4.01% and 5.00%
1.91% and 2.63%
2.10% and 2.37%
5.01% and 6.00%
2.64% and 3.45%
2.37% and 2.55%
6.01% and 7.00%
3.46% and 4.38%
2.55% and 2.62%
*With respect to the cash balances within the ModelTool(k)it™, this “total rate of interest” shown in Table 1 is the
net rate of interest paid by JPMorgan after applicable Bank Balance Based Charges billed to and paid by Matrix Trust
Company.
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For more specific information, Retirement Cash Account disclosures and the current interest rate payable at any
given time will be available online at: https://www.broadridge.com/_assets/pdf/broadridge-msb-retirement-cashaccount.pdf.
A copy of the full rate table and the current interest rate payable at any given time may be obtained by calling Matrix
Trust Client Services at 888-947-3472.
Based upon the total rates of interest paid by JPMorgan in recent periods, and the total rates of interest that Matrix
Trust generally expects that JPMorgan would intend to pay in the future, a reasonable estimate of the servicing fees
retained by Matrix Trust would usually be between 0% and 2.62%. However, we should emphasize that Matrix Trust
cannot control or predict the total interest rates payable by JPMorgan in the future, which makes it impossible to
predict the rate of Servicing Fees we will receive at any given time. Therefore, to help you make a fully informed
decision about whether to utilize (or continue utilizing) the Retirement Cash Account at any given time, we strongly
recommend that you access the online materials or contact Matrix Trust Client Services as described above, to be
provided with more detailed information.
Lifetime Income Products
If the Plan offers one or more lifetime income investment products (e.g., annuities or other products issued by
insurance companies) (“Lifetime Income Products”, each a “Lifetime Income Product”) to the investment offerings
for participants and beneficiaries, such balances in Lifetime Income Products remain subject to the services and fees
described in other sections of this disclosure and any related Fee Sheet, to the extent applicable. Also, where the
sponsor or other responsible plan fiduciary of the Plan and/or its Designated Representative has directed Matrix Trust
to provide connectivity to the IPX Retirement Edge Platform (“IPX RE Platform”) offered by FPS Services, LLC dba IPX
Retirement (“IPX”) to the Plan and its participants and beneficiaries access to one or more Lifetime Income Products,
IPX will pay Matrix Trust a fee (the “Connectivity Fee”) to establish and maintain connectivity with the IPX RE Platform.
As part of providing connectivity to the IPX RE Platform, Matrix Trust will provide pursuant to directions, the
transmission of account information to and from the third-party administrator/recordkeeper, Plans and participants,
as applicable, transaction processing, settlement and money movement services. The Connectivity Fee is paid by IPX
to Matrix Trust at a rate of two (2) basis points annually, calculated pro rata and remitted quarterly, on the Plan’s
balances in Lifetime Income Products on the IPX RE Platform. In all cases, the fees described above do not include
brokerage commissions or other fees payable to IPX or IPX’s partner in offering the IPX RE Platform, LDI-MAP LLC dba
iJoin (“iJoin”), or to any insurance provider or any other company unaffiliated with Matrix. Matrix is not affiliated with
IPX, iJoin, the IPX RE Platform or any insurance provider whose products are available on the IPX RE Platform.
Proprietary Funds
Proprietary funds (“Proprietary Funds”) are collective investment trusts or other funds for which Matrix Trust serves
as trustee. Collective investment fund options that are currently indicated on the following website are considered
Proprietary Funds: https://www.broadridge.com/cit/matrix-cits.
If the Plan has selected a Proprietary Fund as an investment option, Matrix Trust may receive compensation for
providing trustee or investment management services to the Proprietary Fund. Such compensation varies by
Proprietary Fund and generally ranges on a gross basis from 0.03% (3 basis points) annually to 0.85% (85 basis points)
annually, not including audit fees, which are fixed amounts that may represent fees from essentially 0.00% (0 basis
points) annually to 0.05% (5 basis points) annually. Larger compensation rates may be inclusive of advisory fees and
custodian fees paid to advisors to plans or to custodians/platforms for plans. Matrix Trust generally retains as
compensation a net of 0.03% (3 basis points) annually through 0.10% (10 basis points) annually. Compensation
earned by Matrix Trust in connection with services provided to the Proprietary Fund is described in the Proprietary
Fund's participation agreement and disclosure materials, which you would have received from the recordkeeper for
your Plan (which may be your Plan’s Designated Representative). We encourage you to review these materials
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carefully to better understand the various fees and costs associated with these Proprietary Fund investments,
including the payments they may make to Matrix Trust and other parties.
Proprietary Funds may be selected to be included within your Plan, and any compensation Matrix Trust may receive
for providing trustee or investment management service to the Proprietary Fund would be in addition to any fees
that Matrix Trust or its affiliates may receive as described in this Fee Disclosure, including but not limited to fees in
connection with ModelTool(k)it™ Services (discussed below).
ModelTool(k)it™ Services
Where the named fiduciary of the Plan and/or its Designated Representative has entered into an agreement to
subscribe to ModelTool(k)it™ Services (“MTK”) for the Plan, a total annual fee of 0.025% (2.5 basis points), the
ModelTool(k)it™ Platform Fee, charged monthly in arrears applies to the market value of assets covered under the
MTK agreement. This fee is deducted directly from the Plan account from the assets covered under the MTK
agreement. Of the total fee, a third-party subcontractor of MSCS, Envestnet Retirement Services (“ERS”) receives
approximately (no less than) 0.02% (2.0 basis points) as its compensation for providing services detailed in the Plan’s
MTK agreement, and MSCS itself will retain approximately (no more than) 0.005% (0.5 basis points) for facilitating
MTK as a service on the MSCS trading platform. All other applicable services and fees will continue to apply, except
that if investments subject to the MTK agreement generate Mutual Fund Fees, MSCS Financial will collect such
Mutual Fund Fees as compensation, but Matrix Trust will pay an Administrative Fee in an amount equal to one
hundred percent (100%) of such Mutual Fund Fees to the Plan’s MTK unitized portfolio.
If ETF/CEF shares are part of a model, the ETF/CEF share trades will be assessed commission charges at the rate
charged for ETF/CEF trades batch processed with execution during market hours, currently $0.005 per share.
ETF/CEF and mutual fund trade instructions may be received by MSCS after market close. When this occurs, the
transaction may be processed the following business day. Because the price of an investment may change between
the receipt of instructions and the execution of instructions, a transaction may result in either a shortfall or an excess.
If the transaction results in a shortfall, Matrix Trust will promptly cover the shortfall to the extent necessary to
process the transaction based on the price that would have been paid or realized by the Plan had the transaction
been processed on the day Matrix Trust received instruction. If the transaction results in an excess, Matrix Trust will
retain the amount of the excess to be applied to future shortfalls. Additionally, Matrix Trust will retain nominal
trading gains and incur nominal trading losses as a result of Matrix Trust’s acquisition or disposal of fractional ETF/CEF
shares necessary to complete ETF/CEF trade instructions. Consistent with positions expressed by the U.S.
Department of Labor, any such excesses or gains may be treated as compensation to Matrix Trust for its services.
The exact amount of any such net “compensation” cannot be predicted in advance, but it would be reasonable to
assume that, over time, these transactions will involve both shortfalls (losses) and excesses (gains) to Matrix Trust
that should generally offset each other, and are therefore not expected to result in material net “profit” or
“compensation” to Matrix Trust.
If ETF/CEF shares are part of a model, a portion of the unitized portfolio must be kept in a liquidity vehicle. Currently,
this liquidity vehicle, or cash investment allocation, is a bank account maintained by Matrix Trust at JPMorgan, and
Matrix Trust will credit interest on such liquidity vehicle. Matrix Trust may retain as part of its compensation, for
sub-accounting services related to the liquidity vehicle, a reasonable fee based on the difference of the rate paid by
the bank (after deduction of “Bank Balance Based Charges” representing JPMorgan fees billed to and paid by Matrix
Trust) and the rate credited to the unitized portfolio for the liquidity vehicle.
Pursuant to an arrangement between Matrix Trust and JPMorgan, Matrix Trust receives a servicing fee in exchange
for providing sub-accounting and support services, processing transactions and reconciling aggregate account
activity with respect to funds deposited in the liquidity vehicle. The servicing fee is paid by JPMorgan; more
specifically, the servicing fee is deducted by Matrix Trust from the total interest paid to Matrix Trust by JPMorgan,
and is the difference between the total interest rate paid to Matrix Trust by JPMorgan under the arrangement
described above (net of the Bank Balance Based Charges) and the stated interest rate paid to the unitized portfolio
Matrix Fee Disclosure 01312024
Page 9 of 11
Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
for the liquidity vehicle. In other words, the servicing fees paid to Matrix reduce the interest rate paid to unitized
portfolio by a corresponding amount. As the total interest rate paid by JPMorgan increases, the servicing fees will
likewise increase, and if the total interest rate paid by JPMorgan decreases, the servicing fees will likewise decrease.
While the full rate table is available and accessible, it is very voluminous. For a summary of the general ranges of
the stated interest rates paid to the unitized portfolio for the liquidity vehicle and Matrix Trust’s servicing fees at
various rates of total interest, please see Table 1 under Retirement Cash Account section of this disclosure. For the
current stated interest rate paid to the unitized portfolio for the liquidity vehicle and Matrix Trust’s servicing fee
rate, please see the Rate Table found by accessing the following link:
https://www.broadridge.com/_assets/pdf/broadridge-msb-retirement-cash-account.pdf.
Please note, while the rates involved in the liquidity vehicle are comparable to the rates involved in the Retirement
Cash Account, the unitized portfolio is not invested in the Retirement Cash Account.
Level Compensation Services
Where the named fiduciary of the Plan has engaged a broker (registered representative) whose firm utilizes the
Matrix Trust Level Compensation Services, in addition to any other applicable services and fees, MSCS Financial will
serve as Broker of Record for investment transactions, and will retain up to 0.02% (2 basis points) of the Plan’s total
assets, with such fees coming from any 12b-1 fees and shareholder servicing (“Level Compensation Fees”) it collects
from Funds on behalf of the broker. For certain plans whose investment lineup pays differing compensation per
investment, brokers may receive Level Compensation Fees based on an approximate weighted average (“Weighted
Average”) of fees paid by or on behalf of Funds. Where Weighted Average is in place, MSCS Financial may retain an
overage in the amount of fees received from or on behalf of the Funds. This overage amount may be an amount up
to 0.05% (5 basis points) of plan assets because Weighted Average Level Compensation Fee percentages are set by
MSCS in 0.05% (5 basis point) increments. If you have engaged an investment adviser for your Plan whose firm
utilizes the RIA Remittance Services of the MSCS Level Compensation Services, in addition to any other applicable
services and fees, MSCS will be paid a fee of up to 0.015% (1.5 basis points) of the Plan’s total assets (also referenced
as “Level Compensation Fees”). With respect to brokers, the Level Compensation Fees are in exchange for MSCS
Financial’s administrative services in collecting and distributing Level Compensation Fees to the broker. With respect
to investment advisers, the Level Compensation fees are in exchange for MSCS’s administrative services in collecting
from the Designated Representative and distributing to the investment adviser the adviser’s advisory fees (i.e.,
facilitating RIA fee remittance services). Per the agreement setting forth the Level Compensation Services between
MSCS and the broker-dealer or investment advisory firm, this compensation is deducted from Level Compensation
Fees as received from the Plan’s Funds.
Stale Dated Check Services
Matrix Trust provides services to assist with the resolution of Plan participants’ stale dated checks, as directed by a
Designated Representative. Where the named fiduciary of the Plan and/or its Designated Representative has elected
to utilize certain services to assist in the resolution of participant related stale dated checks, an unaffiliated
subcontractor to Matrix Trust and MSCS, PBI Research Services, Pension Benefit Information, LLC (“PBI”), receives
$40 per check as direct compensation which is deducted directly from the Plan (i.e., from the stale check amount).
This compensation to PBI is for its services which includes conducting a search, related communications, and
distributing funds to affected Plan participants. Matrix Trust and its affiliates do not retain any portion of the $40
per check fee that is payable to PBI. All float income to Matrix Trust will cease with respect to the stopped check
from the time the check is stopped, but float income related to the period beginning with the issuance of the
distribution check through the date the check was stopped will be retained by Matrix Trust.
Matrix Fee Disclosure 01312024
Page 10 of 11
Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
Proceeds of Corrective Transactions
Matrix Trust receives investment instructions and, although rare, occasional errors in the instructions themselves or
the processing of instructions may occur. The causes of such errors may include, but are not necessarily limited to,
entry of an erroneous trade (“buy” vs. “sell,” or vice versa), dollar amount or number of shares, incorrect
identification of the security, duplication of orders (such as, instructions entered more than once), or untimely
transmittal of instructions. When an error is discovered, action is taken to correct the transaction in a manner
intended to avoid or minimize harm or disruption to the Plan. Because the price of an investment may change
between the processing of erroneous instructions and the execution of corrective instructions, a corrective
transaction may result in either a shortfall or an excess. If the error originates with Matrix Trust and the corrective
transaction results in a shortfall, Matrix Trust will promptly cover the shortfall to the extent necessary to process the
transaction based on the price that would have been paid or realized by the Plan had the transaction been processed
as instructed. If the corrective transaction results in an excess, Matrix Trust will retain the amount of the excess to
be applied to future shortfalls resulting from trade errors. Consistent with positions expressed by the U.S.
Department of Labor, any such excess proceeds may be treated as compensation to Matrix Trust for its services. The
exact amount of any such net “compensation” cannot be predicted in advance, but it would be reasonable to assume
that, over time, corrective transactions will involve both shortfalls (losses) and excesses (gains) to Matrix Trust that
should generally offset each other, and are therefore not expected to result in material net “profit” or
“compensation” to Matrix Trust.
Non-Monetary Compensation
Matrix Trust and MSCS Financial maintain policies that place limits on the circumstances under which gifts, travel
and entertainment may be accepted by employees. Other than modest gifts given or received in the normal course
of business, employees are not permitted to receive gifts from clients and vendors. Under the 408(b)(2) regulation,
a service provider's acceptance of these non-monetary items may involve the receipt of indirect compensation from
a plan where the value attributable to the plan, on a pro rata basis, exceeds $250 over the term of the plan's contract
with the service provider. In light of the policies, Matrix Trust does not anticipate that the value of any such nonmonetary items will approach the $250 threshold with respect to the Plan.
Disclaimer
This Fee Disclosure is intended for use by the responsible plan fiduciary for the Plan to which this Fee Disclosure is
provided, and is not for further distribution. While this Fee Disclosure is provided by Matrix to comply with 408(b)(2),
it does not constitute investment, tax or legal advice to the responsible plan fiduciary, the Plan or any other person.
Please seek the advice of competent investment, tax or legal counsel with respect to your investment, tax or legal
questions.
© 2024 Broadridge Financial Solutions, Inc.
Matrix Fee Disclosure 01312024
Page 11 of 11
Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
Schedule 4
Safe Harbor Automatic Rollover IRAs
Fee Disclosure Notice for Responsible Plan Fiduciary
Who We Are and the Purpose of this Disclosure
You are receiving this Fee Disclosure Notice because you are considering engaging Matrix Trust Company (“Matrix
Trust”) to provide automatic rollover Individual Retirement Accounts (“IRAs”) in connection with (i) mandatory
distributions from your organization’s ERISA qualified 401(k) plan or other retirement plan (of vested balances
exceeding $1,000 but not exceeding $5,000 in 2023 and $7,000 for distributions after December 31, 2023) and (ii) if
applicable, the termination of your organization’s retirement plan, for participants who do not otherwise elect a
specific form of distribution. This Fee Disclosure Notice should be read in conjunction with your Matrix Trust Services
Agreement.
Matrix Trust Company has entered into an arrangement with a third-party vendor, IRALOGIX, which provides
recordkeeping, compliance, website, call center and other customer support services to Automatic Rollover IRAs as
a subcontractor of Matrix Trust Company.
IRA Account Fees
In most cases, the IRA will pay an annual account fee, which is compensation for certain services provided, including
custody, recordkeeping, compliance, furnishing each individual IRA holder with an annual account statement for his
or her IRA, account access via web portal, and a dedicated IRA service team. The annual account fee (for accounts
less than $10,000) is retained by Matrix Trust, except that a portion of it, $10 per account, is paid by Matrix Trust
Company to IRALOGIX for its services.
ANNUAL ACCOUNT FEES CHARGED TO EACH IRA:
• $0 for accounts greater than $10,000
• $35 annually for accounts with balances less than $10,000 established after April 5, 2019
• $50 annually for accounts with balances less than $10,000 established prior to April 5, 2019
Please note that IRAs will not be established for accounts with beginning balances of $100 or less. In such cases you
may wish to consider a different course of action if the participant is unresponsive; for example, you might consider
remitting the funds to the Pension Benefit Guaranty Corporation (PBGC) Missing Participant Program, or to a state
unclaimed property fund.
THE FOLLOWING FEES WILL BE CHARGED TO EACH IRA AND FEES RETAINED ENTIRELY BY IRALOGIX FOR ITS
SERVICES:
1.
Automatic Rollover IRA Asset-Based Fee:
• Individual Account Assets: Less than $100,000
• Individual Account Assets: $100,000 to $250,000
• Individual Account Assets: Greater than $250,000
2.
3.
4.
5.
6.
Automatic Rollover IRA Paper Based Statements: $4 per quarter
Automatic Rollover IRA Converting Traditional IRA to ROTH IRA: $30
Automatic Rollover IRA Lost Accountholder Search: $10
Automatic Rollover IRA Lost Beneficiary Search: $105
Automatic Rollover IRA Escheatment to the State: $125
Matrix SH IRA Disclosure 5262023B
0.30% (30 basis points) annually
0.22% (22 basis points) annually
0.15% (15 basis points) annually
Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
DISTRIBUTION-RELATED FEES:
Periodic Distribution Fee
$8 per distribution ($6 retained by Matrix Trust, $2 paid to IRALOGIX)
One-Time Lump Sum Distribution Fee
$20 ($10 retained by Matrix, $10 paid to IRALOGIX)
Stop Payment and Reissue Fee
Corrected 1099R (not due to processing error)
$25
$50 ($20 retained by Matrix Trust, $30 paid to IRALOGIX)
In addition, IRALOGIX will make a one-time payment of $300,000 - $400,000 to Matrix Trust Company, which is
intended to help Matrix Trust Company offset its technology expenses in implementing the new service arrangement
with IRALOGIX. This payment to Matrix Trust Company will be paid entirely by IRALOGIX, and not by any Plan or any
Automatic Rollover IRA.
Bank Servicing Fees
The funds in each rollover IRA will be held safely in an interest-bearing, FDIC-insured account with JPMorgan Chase
Bank, N.A. (“JPMorgan”) until they are distributed to the IRA owner or IRA beneficiary. Through an arrangement
with JPMorgan, Matrix Trust receives servicing fees with respect to the account, to the extent permitted by the
Applicable Rules (defined below), for sub-accounting and support services, processing transactions and reconciling
aggregate account activity with respect to funds deposited with JPMorgan. The servicing fee is deducted by Matrix
Trust from the total interest paid to Matrix Trust by JPMorgan and is the difference between the total interest rate
paid to Matrix Trust by JPMorgan and the stated interest rate paid to IRA holders. In other words, the servicing fees
paid to Matrix Trust reduce the interest rate paid to each rollover IRA by a corresponding amount.
At each rate of total interest paid by JPMorgan (from 0.00% up to 7.00%), the share of such total interest that is
credited as the “stated rate” of interest to IRA holders, and the share of such total interest that is retained by Matrix
Trust as its servicing fee, are set forth under a pre-established rate table. Such servicing fees are based on the
average daily deposit balances in the omnibus account with JPMorgan. The rate of the servicing fee that Matrix
Trust receives may exceed the interest rate or effective yield the depositors (IRA holders) receive. No portion of
these servicing fees will reduce or offset the fees otherwise due to Matrix Trust unless required by Applicable Rules.
“Applicable Rules” means all applicable federal and state laws, rules and regulations, rules of any self-regulatory
organization, and the constitution and applicable rules, regulations, customs, and usages of the exchange or market
and its clearinghouse.
As the total interest rate paid by JPMorgan increases, our servicing fees will likewise increase, and if the total interest
rate paid by JPMorgan decreases, our servicing fees will likewise decrease. While the full rate table is available and
accessible (see below), it is voluminous. For your convenience, the following summarizes the general ranges of the
stated interest rates paid to IRA holders and Matrix Trust’s servicing fees at various rates of total interest, as
determined under the rate table:
When the total rate of interest paid
(annually) by JPMorgan is between:
0.00% and 0.50%
0.51% and 1.00%
1.01% and 2.00%
2.01% and 3.00%
3.01% and 4.00%
4.01% and 5.00%
5.01% and 6.00%
6.01% and 7.00%
The stated interest rate credited
to each Automatic Rollover IRA
ranges from:
0.00% and 0.13%
0.13% and 0.25%
0.26% and 0.50%
0.51% and 1.23%
1.23% and 1.90%
1.91% and 2.63%
2.64% and 3.45%
3.46% and 4.38%
The servicing fee retained by Matrix
Trust ranges from:
0.00% and 0.37%
0.38% and 0.75%
0.75% and 1.50%
1.50% and 1.77%
1.78% and 2.10%
2.10% and 2.37%
2.37% and 2.55%
2.55% and 2.62%
For more specific information, the current interest rate payable at any given time will be available online at:
Matrix SH IRA Disclosure 5262023B
Docusign Envelope ID: 172440A6-99D3-48A3-BF2C-DFBE72713CB8
https://www.broadridge.com/resource/retirement-cash-account? Currently under 5Rate Table. A copy of the full
rate table and the current interest rate payable at any given time may be obtained by calling Matrix Trust Client
Services at 888-947-3472.
Based upon the total rates of interest paid by JPMorgan in recent periods, and the total rates of interest that Matrix
Trust expects that JPMorgan would intend to pay in the future, a reasonable estimate of the servicing fees retained
by Matrix Trust would usually be between 0.00% and 2.37%, as described in the summary chart above. However,
Matrix Trust cannot control or predict the total interest rates payable by JPMorgan, which makes it impossible to
predict the rate of servicing fees we will receive at any given time.
Float Income
Matrix Trust maintains omnibus bank accounts at and provides sub-accounting services with respect to such bank
accounts to, one or more banking institutions, with respect to cash held on a short-term basis in such omnibus bank
accounts. As compensation for such sub-accounting services, Matrix Trust may derive compensation from the use
of this short-term cash, which is referred to as “float income.” With respect to any rollover IRA, this may occur
where funds are awaiting distribution – e.g., after the IRA holder has requested a distribution and until the
distribution check is cashed or deposited. Currently, Matrix Trust has an arrangement with JPMorgan under which
JPMorgan pays float income to Matrix Trust in exchange for its sub-accounting services. Float income is reflected as
an earnings credit or service fee on our monthly bank invoice. The exact amount of float income credited from this
bank to Matrix Trust cannot be described in precise terms, because the rate of float income paid fluctuates over
time, and it is also impossible to predict exactly how much cash will be held on a short-term basis, and for how long.
However, the rate of float income that Matrix Trust receives from JPMorgan generally tracks the Federal Funds Rate,
which you can look up any time in the Wall Street Journal or many other paper and online financial publications.
Bad Addresses/Stale Dated Checks – Locator Services
As the responsible plan fiduciary for your organization’s retirement plan, you agree that, if Matrix Trust sends the
IRA holder correspondence (for example, a Welcome Packet or an annual account statement) that is returned to us
as undeliverable, or a distribution check we send remains uncashed, we may need to search for the IRA holder to
ensure that the savings in the IRA remain accessible to the IRA holder. In these cases, a third-party subcontractor to
Matrix Trust is used. Matrix Trust may use a third-party subcontractor’s locator services to obtain a current address.
The Lost Accountholder Search fee is $10 and charged to the IRA. Until the accountholder is located, this may occur
immediately following one of the events described above, and again no more frequently than once per year. The
third-party subcontractor services include stale dated check processing and a $40 fee from the stale dated check
amount may apply. This compensation to the third-party subcontractor is for its services which include conducting
a search, related communications, and distributing funds to IRA holders.
Future Fee Changes
Matrix Trust may propose to change any of the fees (or other terms) described above (prospectively, for rollover
IRAs not yet established) by providing written notice to you and requesting your written agreement. Such written
notices may also explain that, if you do not object to a proposed fee or other change within a certain period of time
of receiving our notice, you may be deemed to have consented to such change, and Matrix Trust reserves the right,
to the fullest extent permissible under applicable law, to apply the new fee or other terms to future rollover IRAs in
the absence of your response. If you do object to the proposed change, you will be afforded an additional period of
time to engage a new rollover IRA provider. In addition, Matrix Trust may propose to change any of the fees or other
terms for existing (previously established) rollover IRAs by following a similar procedure directly with the IRA holders.
Matrix SH IRA Disclosure 5262023B
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Electronic Record and Signature Disclosure created on: 6/15/2020 3:10:20 PM
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Human Interest (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through the DocuSign system.
Please read the information below carefully and thoroughly, and if you can access this
information electronically to your satisfaction and agree to this Electronic Record and Signature
Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to
use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign
system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
(usually 30 days) after such documents are first sent to you. You may request delivery of such
paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
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Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
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How to contact Human Interest:
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To request paper copies from Human Interest
To request delivery from us of paper copies of the notices and disclosures previously provided
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body of such request you must state your email address, full name, mailing address, and
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To inform us that you no longer wish to receive future notices and disclosures in electronic
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The minimum system requirements for using the DocuSign system may change over time. The
current system requirements are found here: https://support.docusign.com/guides/signer-guidesigning-system-requirements.
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To confirm to us that you can access this information electronically, which will be similar to
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Until or unless you notify Human Interest as described above, you consent to receive
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