Last updated: October 24, 2025This Scope of Services is incorporated by reference into the J.P. Morgan Recordkeeping Agreement and defines the services to be provided by Vestwell Holdings Inc. (“Vestwell”). In the event of any conflict between the terms of this Scope of Services and the J.P. Morgan Recordkeeping Agreement as they pertain to Vestwell, this Scope of Services shall control.

Definitions

The following definitions apply to this Scope of Services. 

• Plan Sponsor may be referred to as “Sponsor,” “You,” “you,” “Your,” “your,” or “you're.” 
• Vestwell may be referred to as “We,” “we,” “Us,” “us,” “Our,” or “our” and, unless specifically identified in any appendix, any references to “Vestwell” or synonymous terms include all of Vestwell's subsidiaries and affiliates.  ”ERISA” refers to the Employee Retirement Income Security Act of 1974  and related regulations as may be amended. 
• “Code” means the Internal Revenue Code and related regulations.
• “Plan Data” means current and accurate census data, payroll files, and documentation of: hours worked (if applicable), compensation (as defined by your Plan and which may require you to provide us with K1 or Schedule C), deferral changes, salary deferral amounts reported on W2 forms, auto-enrollment opt-outs, email addresses for all employees and participants (including terminated participants),  mailing address, date of birth, date of hire and rehire, date of termination, prior years of service, full social security numbers, and other records or information required by Vestwell to perform our services.  
• “Good Order” means providing Plan Data in the format, following procedures, and by the submission deadlines we require in order to perform our services, including compliance with specified deadlines before every regular or off-cycle pay period, at year-end, and as part of the annual compliance testing process.  For Plan conversions from another platform, we also require a full accounting in a specified format for all participant accounts with money sources identified. We may also require additional formatting, content, or submission specifications to constitute Good Order depending on your payroll provider, TPA, Plan features, or other reasons. 
• “Instruction” means any direction or authorization provided to Vestwell, in any form, by the Plan Sponsor, any Third Party Applications or Providers, participant, or anyone who Vestwell reasonably believes to be acting on their behalf.  In the context of an Instruction from a participant, it includes any such Instruction from any individual who accesses the Vestwell Platform using the participant’s login credentials or who Vestwell reasonably believes to be acting on behalf of the participant. Vestwell is entitled to rely upon and act upon any Instructions received from any person that we reasonably believe to be authorized to provide such Instruction. If multiple authorized persons are named by Plan Sponsor, Vestwell will be entitled to rely on the signature of only one such authorized person. Vestwell has no duty to inquire or question the accuracy or completeness of any data or instructions provided to it.
• “TPA” means a Third Party Administrator that you have engaged separately from Vestwell to support your Plan. If your Plan uses a TPA, Vestwell’s scope of services may be modified so that your TPA, and not Vestwell, performs certain responsibilities.  

Vestwell's Responsibilities

Section 1 – Recordkeeping Services

1. Plan document review (for existing Plans being converted to the Vestwell Platform).

   What is not included:

   1. We will review the Plan documents you provide to us solely to confirm that the Plan has a written document signed by the Plan Sponsor, to evaluate the protected benefits offered by the Plan, or to confirm that we can accept the Plan for onboarding to the Vestwell Platform.
      • We are relying on you to provide the current Plan documentation and give permission for us to obtain Plan records from your existing or prior provider(s). We will review the information we receive, but we will not perform any audit or independent review of those records for accuracy, compliance with applicable requirements, or consistency with how you or your provider have been operating the Plan.
      • If we discover compliance issues during this review, we may require that you correct these issues and/or engage qualified legal counsel at your own expense prior to our commencement of (or provision of additional) services to the Plan. If you do not make these corrections, Vestwell may decline to perform services.
      • We assume that you have properly and timely made all required Plan amendments, restatements, and filed all Annual Returns for your Plan unless you have notified us otherwise, in writing identifying in detail the specific deficiencies. Vestwell does not issue any opinions about the timeliness or completeness of any amendments or restatements made before the Effective Date of this Agreement. We are not responsible in any way for any delays, errors, omissions, audit assistance, or remediating any issues concerning Plan documents or Annual Returns created or filed prior to the Effective Date of this Agreement.
      • We also assume that you have been operating your Plan consistently with all Plan documents you provide to us unless you have informed us in writing of the specific deficiencies. In the event that the Plan has not been administered in accordance with any Plan documents, Vestwell is not responsible for any damages, corrections, or other required remediation owed to any participants or others.
      • Some Sponsors ask Vestwell to estimate the costs of operating a Plan with certain alternative designs. We can prepare those cost estimates for you at an additional charge.
      • By signing this Agreement, you also confirm that you have read and understand all content and our procedures regarding Plan Conversions on Vestwell's Help Center.

   2. We will assist you in your interpretation of the Plan documents and identify and discuss possible amendments.

      What is not included:

      Qualified retirement Plans can be complex. There may be gaps or ambiguities between the text of your Plan documents (or your interpretation of them) and the way in which the Plan has been operated or administered. If authorized by you, and accepted by us, Vestwell will work with you and/or your attorney to correct compliance and/or operational failures, observed ambiguities or benefits administration issues, or bring the Plan into compliance with legislative or regulatory updates for an additional fee as listed in your J.P. Morgan Recordkeeping Services Agreement. Additionally, Vestwell is not responsible for determining whether any compliance-related issues that occurred prior to the Effective Date of this Agreement require a correction program submission to the Internal Revenue Service or other regulators; preparing or covering the cost of making any such filings; or any fines, penalties, or other damages associated with corrective action and/or the decision not to submit any corrective actions to the IRS or other authorities.

2. Plan document drafting.

   1. For Plans being converted to the Vestwell Platform, we may assist you in your determination of whether the current retirement program meets your needs and whether the design is suitable for Vestwell's Services. Vestwell may also, to the extent practicable, suggest any streamlined design options that may be a better fit for you and/or the Vestwell Platform. If you determine that the existing Plan does not fit your needs, Vestwell may suggest options to redesign the Plan to meet your objectives and the suitability for our Services. Please note that while we make reasonable efforts to support most types of Plan features, Vestwell might not be able to support unusual or highly customized features for a particular Plan. In those cases, you may need to accept additional administrative responsibilities for your Plan and/or engage a TPA at your expense. In that instance, we might suggest a suitable Plan amendment or we may decline to provide any services.

      What is not included:

      Upon confirmation by Plan Sponsor that any redesign is acceptable, Vestwell or your TPA may need to prepare an amended document package, including an amended Plan Adoption Agreement, Basic Plan Document, the Summary Plan Description or other Plan documentation, and Board resolutions to adopt the Plan. Depending on the level of complexity, there may be additional charges for those services as listed in your J.P. Morgan Recordkeeping Services Agreement.

   2. For new Plans, Vestwell will draft Plan documents for your review and approval unless you have engaged a TPA for those services, in which case the TPA is responsible for the preparation of all Plan documents, amendments, restatements, and other operative Plan documents.

   3. We prepare mandatory and discretionary amendments for an additional fee as listed in your J.P. Morgan Recordkeeping Services Agreement.

      Please note:

      There may be restrictions on your ability to make any Plan amendments during the middle of the Plan year. You must comply with our deadlines for making amendment requests in order to have them effective at the start of the Plan year and we reserve the right to deny any amendment requests, without any penalty or liability, for your failure to comply with those deadlines.

3. Reporting observed compliance issues.

   If Vestwell discovers any benefits administration or compliance issues, such as where you or your prior provider has not been operating the Plan in accordance with the terms of the Plan documents or regulatory requirements, we will report them to you.

   What is not included:

   Some benefits administration issues only become apparent long after the Plan has been administered on the Vestwell Platform, while other administration issues may never come to our attention. Vestwell will notify you of issues that we identify. You will be responsible for the costs of correcting those errors consistent with this Agreement.

4. Unless you are using a TPA, we will confirm that you have obtained a fidelity bond applicable to the Plan's fiduciaries that is required pursuant to ERISA Section 412.

   What is not included:

   Vestwell is not an insurance broker and cannot obtain the required fidelity bond for you. You are responsible for selecting your own broker, reviewing your bond and other insurance needs, the cost of obtaining a fidelity bond or other insurance, and providing a copy of the bond to us if requested. We will not be reviewing the bond for adequacy of coverage; we only review the bond so that we can confirm for the Plan's Annual Return that you have obtained one.

5. We will store and maintain all Plan documents and notices listed in this Scope of Services that we prepare or that we are provided with by your TPA. Consistent with ERISA section 107, we will maintain Plan-related and participant records that we create during the term of this Agreement for at least six years following the earlier of the termination of this Agreement or the Plan.

6. Onboarding and conversion to the Vestwell Platform. Vestwell will perform the following activities subject to the important limitations noted below:

   1. Coordinate the termination, blackout periods, and transfer of assets and records from your prior recordkeeper. Please note that we cannot proceed with any of these onboarding activities until you provide notice of your intent to terminate your contracts with prior service providers, authorize them to provide information to Vestwell and send us confirmation of that termination, and when we confirm that we can accept your Plan. Also, depending on the complexity of your Plan, nature of your payroll files, or level of cooperation from your existing providers, and other logistics (such as whether the Plan Sponsor utilizes multiple payroll providers, has employees who often change business divisions, if the Plan has multiple employer identification numbers, or if you are undergoing a corporate transaction), we may have additional data, formatting, or other requirements. Those requirements could cause a delay in onboarding your Plan, processing employer and employee contributions, sending notices, and/or performing our other responsibilities. We are not responsible for any costs, damages, penalties, or other impact associated with those delays.

      What is not included:

      Vestwell is not responsible for any additional costs incurred by you in formatting, collecting, compiling, or any other activities involved in satisfying Vestwell's additional data requirements.

      Please also note:

      Vestwell's Services with respect to all onboarding and conversion activities are dependent on receiving Plan Data in Good Order from you about all of your employees and Plan participants, including terminated participants. Vestwell reserves the right to charge a reasonable fee for postage and related charges associated with the delivery of any Plan-related materials to any participant for whom you fail or refuse to provide a valid, unique, and current email address. If the contact information for any participant provided to us is incorrect or invalid, Vestwell will not be responsible for any costs or penalties associated with the delayed delivery of notices or other materials. Vestwell also reserves the right to charge an additional fee to locate any missing participants to deliver any Plan-related materials to them.

   2. Work with you to create and implement a conversion timeline. Our ability to convert your Plan by your desired onboarding date is conditioned on satisfactory cooperation from your existing service provider(s) and, as always, Plan Data in Good Order from you.

   3. Import census files provided by you or on your behalf and coordinate payroll file intake with your payroll provider.

   4. Create and distribute welcome emails and required notices listed in section 9 below.

      Please note:

      We deliver all communications, including the welcome notices, to participants via email or other electronic delivery methods to the extent legally permissible. If you are unable or fail to provide us with valid email addresses for your employees, we may require you to deliver those communications (such as with employee paychecks) or we may charge a reasonable fee for postage to send communications via regular or certified mail or other paper-based delivery methods. In either instance, you are solely responsible for any errors or delays in delivering those materials and for keeping records relating to the delivery of those materials.

   5. Calculate initial Plan eligibility and coordinate enrollment activities based on the data about your employees' age, service, and other data points that enable us to apply the Plan's eligibility rules. However, we will also not be responsible for determining whether minors can be eligible to participate in the Plan.

7. Maintenance of Plan documents and records.

   Vestwell maintains beneficiary designations completed during the term of this Agreement, as well as loan requests, distribution forms, annual returns, compliance tests, and other legally required documentation (unless you have engaged a TPA responsible for those activities) for the longer of six years or Vestwell's records retention policy.

8. Ongoing services.

   Vestwell will have no responsibility to perform or oversee in any way any activities relating to Plan assets that are not administered on the Vestwell Platform, such as assets maintained in a self-directed brokerage account, insurance or annuity contracts, or real estate investment trusts. Additionally, unless otherwise provided by your TPA, Vestwell will perform the following services to support the Plan. We can only perform eligibility, enrollment, vesting, service, and compensation calculations if you provide us with prior years of service, hours worked, or other data requirements needed to calculate eligibility as defined in the Plan. For existing Plans being converted to the Vestwell Platform, our ability to process all contributions and monitor for excess deferrals and contributions is contingent on receiving complete and accurate data from your prior Plan provider.

   • Vestwell makes a variety of web-based training tools available to participants to help them understand the Vestwell Platform, the benefits of their retirement Plan, and other educational messaging. There is an additional fee for any in-person or live training that you would like us to provide to your employees.

   • Reconcile Plan assets for existing Plans converting to Vestwell Platform.

   • Process payroll and participant elections pursuant to participants' selected deferral rates.

   • Calculate employer matching and/or profit-sharing contributions (if applicable). We assume that you made all required contributions in a timely manner and we do not perform any follow-up or tracking to confirm that you have done so.

   • Confirm payroll contributions and monitor Code section 402(g) limits on annual elective deferrals.

   • Track ongoing eligibility, enrollment, and vesting. Vestwell will track the service records provided to us to determine the nonforfeitable portion of Plan accounts and enroll participants when they satisfy the Plan's eligibility rules. Please note: If your Plan determines eligibility based on hours worked and you, or anyone acting on your behalf, fails to provide us with that data in Good Order, Vestwell may make default assumptions regarding participants' hours worked. In that event, Vestwell will not be considered a Plan fiduciary for any purpose relating to the use of those assumptions and we will not be responsible for any losses to the Plan, participants, or any third party.

   • Calculate service and compensation for benefit purposes.

   • Process and apply all employee and employer contributions, and monitor for excess contributions.

   • Identify participants appropriate for small-sum mandatory distributions on at least an annual basis and process accordingly.

   • Process loans, distributions, rollovers, Required Minimum Distributions, and other withdrawals at the direction of the Plan Administrator.

     Please note:

     Distributions for terminated participants will only be made as a lump sum payment with immediate eligibility. You are instructing Vestwell to accept, without Plan Sponsor approval or signature, requests from participants who are active employees for rollover contributions to the Plan that are accompanied by a properly completed form and any required supporting documentation and are received in Good Order and in a manner acceptable to us, that we may rely on the properly completed form and accompanying documentation without further investigation or action as sufficient to show that the funds being rolled into the Plan(s) constitute an eligible rollover distribution from an eligible retirement plan within the meaning of Code section 402. You are also authorizing us to reject any rollover request received without proper documentation and to return any rollover amounts received with such request. Plan Sponsor acknowledges and agrees that Vestwell does not and will not assume any fiduciary responsibility or any discretionary authority or control with respect to any rollovers accepted pursuant to this section.

   • Process participants' investment elections and deferral changes.

     Please note:

     Some payroll systems may require you to also take action to manage participants' deferral changes. You are responsible for understanding and complying with those requirements.

   • Coordinate the review and processing of qualified domestic relations orders and handle communications with the Plan Sponsor, participant and/or alternate payee.

   • Process all changes to investment options available to Plan participants.

   • Support intraday ETF trading consistent with Vestwell's Trading Policies.

   • Generate quarterly participant statements and post them to participant portals on the Vestwell Platform.

   • If requested, we may search for missing terminated participants and coordinate handling of vested and unvested account balances. Depending on the complexity of the search, there may be additional charges included in your J.P. Morgan Recordkeeping Services Agreement.

   • Provide a written explanation of rollover and tax withholding election options.

   • Identify participants eligible for Required Minimum Distributions and handle accordingly.

   • Make Beneficiary Designation Forms available to all participants. Vestwell will only store fully and properly completed forms submitted through the Vestwell Platform. Vestwell will not be responsible for the accuracy of completed forms, storing, and maintaining any forms submitted through any other method, such as any paper forms, forms delivered by mail, or forms completed when your Plan was supported by another recordkeeper.

   • In the event you decide to terminate our services for any reason, Vestwell will facilitate the transfer of Plan assets and records to a different service provider upon receipt of payment by the Plan or Plan Sponsor of Vestwell's then-prevailing deconversion or service termination fee.

9. Preparation and delivery of legally required notices.

   • Safe Harbor Notices, if applicable.

   • Summary Annual Reports

   • Summary Plan Description/Summary of Material Modifications

   • Blackout Notices - Vestwell will determine if and when a blackout notice must be provided to Plan participants under ERISA section 101(i). If such a notice is required, Vestwell will prepare and distribute it to participants.

   • Notices relating to investments in qualified default investment alternatives under ERISA section 404(c)(5) and DOL regulation section 2550.404c-5.

   • Fee disclosures in accordance with DOL Regulation section 2550.404a-5(c)(2)(i) with respect to services covered by this Agreement. If the Plan uses a third party advisor as the Plan's investment fiduciary, Vestwell will use content relating to the investments provided by the investment fiduciary.

   • Generate and distribute all other required notices to Sponsors and participants, including notices of Automatic Contribution Arrangement, Eligible Automatic Contribution Arrangement, and Qualified Automatic Contribution Arrangement.

   • Generate and, upon your review and approval, distribute legally required notices for ERISA section 403(b) Plans, including universal availability notices.

     Our Services do not include preparation or distribution of (a) any notice, mailing or document not explicitly described above; (b) any notices to be provided to employees who have been rehired or who have incurred a break in service unless such information has been provided in advance to Vestwell; or (c) required fee disclosure notices with respect to any participant whose Plan account is invested in any respect in an investment option that is held outside Vestwell's recordkeeping system. Additionally, If the Plan uses a third party investment fiduciary, Vestwell is not responsible for determining whether the default investments used in the Plan satisfy the applicable regulatory requirements. For more information about the division of responsibilities between Vestwell and a third party investment fiduciary, please see the Division of Responsibilities Chart in the Help Center.

10. Compliance testing.

    Unless your Plan has engaged a TPA for these services, Vestwell will perform applicable non-discrimination and coverage testing including: section 401(k) and/or 401(m) Non-Discrimination Test(s); section 410(b) Coverage Testing; section 401(a)(4) General Non-Discrimination Testing; section 415 (c) Annual Additions Test; section 416 Top-Heavy Status; section 402 Deduction Limit Test. Vestwell will suggest corrective action to remedy annual nondiscrimination or coverage failures (pursuant to Treasury Reg. 1.401(a)(4)-11(g)(3) and other regulations) for review, approval, and action by the Plan Sponsor.

    Please note:

    We reserve the right not to perform any compliance testing for Plans where minors are eligible to participate and, if we perform those tests, we will assume that all minors are eligible. Also, as mentioned in this Agreement, Vestwell may use default assumptions or data from a prior year's payroll file for purposes of performing annual testing if you, or anyone acting on your behalf, fail to provide us with Plan Data in Good Order and by our submission deadlines. Vestwell will not be a fiduciary for any purpose relating to the use of any default assumptions and we will not be responsible for any losses of any kind to the Plan, participants, or any third party.

11. Annual Report preparation. Unless your Plan has engaged a TPA for these services, Vestwell will prepare a signature-ready filing for your review and approval of Form 5500, Form 5500-SF, or Form 5500-EZ (including Forms 5558, 8955-SSA, 5330) as applicable. You are responsible for signing the Annual Report and we will file it with the appropriate agency on your behalf.

    Please note:

    In the event you do not provide us with timely or accurate data or other information necessary for us to prepare the Annual Report, we reserve the right to charge an additional fee for any work needed to seek an extension of time to file the Annual Report or to correct any data or information errors provided by you.

12. Invoice processing. We will provide quarterly invoices and deduct asset-based and other fees on a quarterly basis for payment to Vestwell's service providers.

13. Corrections of benefits administration issues, document errors, or operational failures. Vestwell will report such matters to you as soon as practical and you are delegating authority to us to resolve errors consistently with our Corrections Policy, which is incorporated herein by reference. You understand that without accepting any fiduciary responsibility, Vestwell will determine the appropriate correction and/or calculation method, consistently to the extent permissible with the Internal Revenue Service or Department of Labor self-correction methods as allowed under Rev. Proc. 2021-30 or rules in effect at the time of any correction.

14. Audit Support. Some Plans are required to complete an annual audit. Vestwell reserves the right to charge for our time spent assisting your auditors consistent with your fee schedule. You are solely responsible for the selection of a qualified auditor and all costs associated with your Plan's audit.

Section 2 - Technology Support

Vestwell owns and operates a proprietary technology platform that supports the Plan, Plan Sponsor, participants, and other end users as follows:

1. Payroll provider integration. In order to simplify the administration of the Plan, Vestwell may be able to provide 180- or 360-integration or other coordination to integrate participant payroll files with the Vestwell Platform. Plan Sponsors must follow the protocol for the submission of payroll records and census files that are applicable to your payroll provider. By signing our Agreement, you confirm that you have read the process for your provider available on our Help Center.

   Please note:

   There may be additional data, formatting, or other requirements of the Plan Sponsor in order to implement an integration with the Vestwell Platform and for Vestwell to properly operate your Plan. All Plan Sponsors, regardless of whether Vestwell has an integration with your payroll provider, must provide us with a year-end census file directly that we will use when conducting annual compliance testing. Additionally, while these integrations can ease some of the administrative burdens of operating the Plan, the Plan Sponsor is always responsible to ensure that the data being passed by the payroll provider to Vestwell is in Good Order.

   Your payroll company or a third party that facilitates the integration to the Vestwell Platform from your payroll company may charge a fee for these services in order to facilitate the delivery of payroll files and other records. These fees are determined solely by your payroll company or third party integrator, which Vestwell will pass on to you or the Plan. More information about the integration fees that are applicable to your Plan are here. These fees, as may be updated by your payroll company, are incorporated by reference into this Agreement. If you choose to use a service provided by Payroll Integrations, Inc. at any time during the Term or Renewal Term of this Agreement, you are subject to Payroll Integrations, Inc.'s terms and conditions of its services, which you can find here.

2. Enhanced payroll file processing. Where possible, your Plan will be integrated with our Payroll NG solution, which may identify certain potential data errors detected in your payroll files, such as deferrals to ineligible employees, deferrals in excess of maximums, and loan defaults.
3. Implementation on the Vestwell Platform of investment options provided by the Plan's investment fiduciary.
4. Plan sponsor and participant phone, email, or other customer service support during normal business hours. Vestwell follows the New York Stock Exchange (“NYSE”) calendar and customer service support may not be available or may be more limited on days when the NYSE is closed for business. Additionally, there may be certain times of year when it may take longer than usual to respond to incoming inquiries.
5. Access to Plan Sponsor portal on the Vestwell Platform, which includes a portal to access Plan documents and notices, Plan onboarding task tracker functionality, Help Center, investment education, and training materials.

6. Participants will have access to the participant portal on the Vestwell Platform, which includes a portal to access Plan documents, statements, notices, education materials, loan and disbursement functionality, investment performance, update information and selections, and participant support.

   Please note:

   Consistent with Vestwell's Trading Policies, investment performance is updated approximately 30 days after the latter of the Plan's onboarding date to the Vestwell Platform or after processing the Plan's first payroll files.

7. Multiple options for participants to select and change their investment elections intended to keep the Plan in compliance with ERISA section 404(c), including a managed account feature with a dynamic QDIA option available for the investment fiduciary.

Section 3 - Custodial Services

Our custodian will establish a custodial account for and in the name of the Plan and hold, invest, and distribute all assets of the Plan in accordance with the Plan document and participant instructions.

Section 4 – ERISA Section 3(16) Plan Administration Services

We act as a co-fiduciary with you with respect to certain services. If you have engaged a TPA to support your Plan, Vestwell's responsibilities listed in this section are modified so that these and potentially other services are performed by your TPA and not by Vestwell.

Loans, hardship, and other withdrawals and distributions. You are instructing us to process, without requiring your additional approval or signature, participant requests for distributions that are received in Good Order and in a manner acceptable to Vestwell and to rely on your payroll provider or payroll files for participants' termination dates or other required information. You are also instructing us to rely on the marital status specified by the participant on any distribution request form for spousal consent purposes. Vestwell will also:

• Coordinate loan processing, including creating amortization schedules and administration of deemed and defaulted loans and hardship withdrawal requests.
• Confirm eligibility for and process distributions, rollovers, payment of death benefits, and in-service withdrawals.
• Respond to participant claims for benefits from the Plan.
• Review and process Qualified Domestic Relations Orders.

Annual report preparation and filing. We will confirm that applicable compliance tests were timely and properly performed. You are also authorizing Vestwell Administrative Services to sign and file the Annual Return and retain a copy on the Vestwell Platform.

Verification of eligibility, contributions, and deferrals.

• Verify payroll and participant elections to confirm that salary deferrals and loan payments are correctly reflected on Annual Return and prepare and file Form 5330, if applicable.
• Verify that eligibility was accurate and that participants were timely provided with an opportunity to enroll in the Plan.
• Coordinate and process any necessary corrections, if necessary.
• Confirm employer matching and/or profit-sharing contributions (if applicable) are properly and timely made.
• Confirm payroll contributions to verify whether applicable contribution limits were exceeded.
• Determine the appropriate correction method consistent with Vestwell's Correction Policy and applicable rules for any benefits administration or other compliance error caused by Vestwell.

Section 5 – Trustee Services

Vestwell Trust Company, LLC (“Vestwell Trust Company”), a subsidiary of Vestwell Holdings Inc. will serve as the Trustee for the Plan consistent with ERISA section 403(a), the Plan documents, and the Vestwell Trust Company Trustee Services Agreement, to which you are agreeing to be bound by executing the J.P. Morgan Recordkeeping Services Agreement and which is incorporated herein by reference. Vestwell Trust Company is a qualified non-discretionary trustee responsible for, among other activities, establishing a custodial account in the name of the Plan; authorizing the disposition of Plan assets consistent with instructions from the participant, investment fiduciary, and recordkeeper; and authorizing the conversion of any Plan assets and records in the event of a Plan termination or deconversion from the Vestwell platform. For large plans, as defined by the Department of Labor, Vestwell Trust Company can certify financial statements for the Plan that may be used to assist with satisfying the requirements of an ERISA Section 103(a)(3)(C) audit under SAS 136.

Plan Sponsor’s Responsibilities

In order for Vestwell to fully support your Plan and perform our services, you (or anyone acting on your behalf, such as a payroll provider or TPA) must perform certain activities. The following list is not intended to be exhaustive; depending on the nature of your Plan features, your TPA, your payroll company, or other factors, there may be additional responsibilities that you are required to perform in a timely manner as an express condition of Vestwell’s services.

1. Notify your bank, payroll provider, and any other existing service providers and authorize them to provide Plan records, information, and assets to Vestwell. You are responsible for any costs associated with the termination of their services. We cannot process your payroll and perform other functions unless and until we receive confirmation of that termination, all records from a prior provider, and reconcile all Plan assets. You must also inform your bank that you have engaged Vestwell so that we can process contributions.
2. Review and return Plan Adoption Agreement. Your Vestwell onboarding team will work with you to select the Plan's features and create Plan documents. We recommend that you have these documents reviewed by your attorney. You must promptly review and sign the Plan Adoption Agreement to indicate your agreement with the Plan's terms in order to avoid delays in onboarding your Plan. We use the Plan Adoption Agreement as the basis by which to operate your Plan, so you must review it carefully. You will be provided with a Plan Adoption Agreement Guide and access to the Vestwell Help Center, which may impose additional administrative requirements on you; those materials are incorporated herein by reference and are part of our agreement. You are responsible for reviewing the PAA and operating your Plan consistently with it, including performing any additional responsibilities that are set forth in the PAA and other materials provided to you. Vestwell will not be responsible for any penalties, damages, or additional costs for your failure to operate the Plan consistent with the Plan documents.
3. Payroll files, census data, and email addresses. Provide Vestwell with current and accurate payroll and census data for all of your employees and participants, including terminated participants. All data must be properly formatted and uploaded through the Vestwell Platform. Alternatively, we may require you to give Vestwell permission to access your payroll provider and/or prior recordkeeper so that Vestwell can obtain those files directly from them if needed. Vestwell delivers all notices and Plan-related documents to you and participants, beneficiaries, and alternate payees via electronic delivery to the extent legally permissible. Accordingly, you must provide correct email addresses for all of your authorized representatives, and employees, including former employees with a balance in the Plan. If you are not able to do so, you agree to pay for additional costs to deliver all such materials by regular mail or distribute Plan materials to those individuals. We will not be responsible for any fines or penalties associated with the late or missed delivery of any required notices for any Plan materials that you deliver.
4. Data and documents must be in Good Order. All Plan Data provided to Vestwell by you or anyone on your behalf must be in Good Order in order to onboard the Plan to the Vestwell Platform. To the extent that you, the Plan, or the Plan's existing service providers are unable to furnish data in Good Order, we reserve the right to increase our fees or impose additional charges to cover the extra time needed to perform our contractual responsibilities and we may need to adjust the time to onboard your Plan to the Vestwell Platform or we may resign from service. We are not responsible for any late filings, lost earnings, penalties, fines, corrective actions, delays in onboarding or performing services, loss of account value, and/or taxes that result from your failure to provide us with Plan Data in Good Order or your failure to comply with your contractual or other obligations. You also agree to obtain any required permission to provide Vestwell with complete, current, and accurate Plan Data (including access to online systems providing the same). Vestwell will have no responsibility to independently verify, review, or audit the accuracy of Plan Data provided to us. We are relying exclusively on the accuracy of Plan Data that you or anyone acting on your behalf provides to us. We will not be responsible for any delays, fees, penalties, losses, or any other damages that result from your failure to provide Vestwell with Plan Data in Good Order or for any errors, omissions, or delays in providing the Plan Data. If Vestwell does identify any errors or discrepancies in Plan Data, that will not change the scope or nature of Vestwell's responsibilities, our entitlement to rely on Plan Data, or your responsibilities. Plan Sponsor agrees, at its own expense, to promptly correct any errors in Plan Data identified by Vestwell in the your payroll and other systems.
5. Reasonable assistance with rollovers and participant education. For Sponsors of Plans that are terminating or consolidating as part of a corporate transaction, we may require your assistance to inform participants of their option to rollover their distribution into their Plan on the Vestwell Platform. This assistance may involve providing us with contact information for participants receiving distributions or distributing informational literature to participants that we provide to you.
6. Review all Help Center materials related to your Plan. We have special limitations, requirements, and/or procedures depending on your company's payroll provider for existing Plans being converted to the Vestwell Platform, and for large Plans that will need to undergo an annual audit. By signing our Agreement, you confirm that you have read and understand these limitations and requirements.
7. Ongoing monitoring. You have an ongoing fiduciary obligation to oversee and monitor all service providers to the Plan. In the event you decide to change service providers for any reason other than Vestwell's material breach, you will be required to pay Vestwell's termination fee in addition to any fees owed to J.P. Morgan for services provided up to the effective date of termination. You must review the reports or other documents that we provide to you and alert us to any errors. If we do not receive any notification about errors, we will assume the data in these reports are correct and we will not be responsible for any losses attributable to data errors that were not reported to us. You must similarly monitor your other service providers. Vestwell makes various education materials available on the Plan Sponsor portal, but we are not a law firm or tax advisor. Any education materials we provide should not be construed as legal advice, and you may wish to consult your own legal counsel to understand the extent of your duties and obligations with respect to the Plan.
8. Update payroll files and take appropriate action in your payroll system. We utilize and rely on data from your payroll files to perform compliance testing and all operations activities for your Plan; therefore, it is essential for you to keep your payroll system updated with complete and accurate data about your participants. At all times while your Plan is on the Vestwell Platform, you must update your payroll system, your payroll provider, and your Vestwell Plan Sponsor portal to reflect any changes in your payroll or census data, such as changes to employee contact information, employment status, employee deferrals and changes, employee opt-out requests, participant loans, employer contributions, and other data points that are explained in the Help Center (for Plans with a payroll integration) or by your Vestwell representative. You must also understand:
   • Some Plan features are not supported by any payroll integration. If your Plan has those unsupported features, you must follow the content, format, and submission instructions from your Vestwell representative.
   • If your Plan offers an employer matching contribution that changes in any way (eg: by frequency in which the match is given or amount of the match), you must promptly inform your Vestwell representative. You must also set up and maintain on your payroll system and Vestwell portal any employer contribution that is on a frequency other than on a per-pay-period basis.
   • You must promptly inform us if your payroll company, pay frequency or pay schedule changes, otherwise we will not process your payroll files, which could result in delays in depositing contributions to the Plan. Those delays could cause your Plan to be out of compliance and you will be responsible for payment of any excise taxes or penalties.
   • For existing Plans converting to the Vestwell Platform, we will use the deferral rates that your participants selected with your prior provider (only if that data is provided to us) unless your participants make a different selection on the Vestwell Platform with enough time before your first payroll date. Your participants will be instructed to make any deferral changes, including whether they wish to stop making any contributions to their Plan, on their Vestwell participant portal. We will apply their deferral rate changes to your payroll system four days prior to the pay date if your payroll integration supports that feature. If you process your payroll earlier than four business days before the pay date, those deferral changes will not be reflected in your payroll file submission.
   • For employees who are automatically enrolled in your Plan, if applicable, and/or newly eligible employees, we will send their employee deferral elections to your payroll provider up to four business days before the next pay date in order to update deductions in your payroll system before your next payroll cycle.
   • If your payroll provider has an integration with the Vestwell Platform, it is your responsibility to confirm with all payroll providers that support your Plan that all payroll files have been set up and formatted to align with the features you have selected for your Plan. It is especially critical that you make sure your payroll provider formats your payroll files to be consistent with your selected Plan definitions for compensation, eligibility (including excluded employees and hours-based service), and Highly Compensated Employees. Those requirements are explained in a Plan Adoption Agreement Guide and Payroll Integrations Help Center that will be provided to you during the onboarding process and they are incorporated by reference into this Agreement. You must comply with all of the requirements regarding your payroll integration in order for Vestwell to operate your Plan properly and Vestwell will not be responsible for any damages, delays, or losses whatsoever relating to or caused by your or your payroll provider's failure to comply with those requirements. By signing this Agreement, you confirm that you have or will read, understand, and agree to comply with all payroll and census file setup and submission requirements applicable to your payroll provider.
9. Promptly provide tax forms, if applicable. If necessary for your Plan, you must provide Vestwell with final W2 forms, as well as Schedule K1 and Schedule C for all owners and Highly Compensated Employees, within 30 days following the end of the Plan year.
10. Review reports and other notices about the Plan's investment lineup. Reports, fact sheets, and other materials will be provided by Vestwell or your Plan's investment fiduciary regularly. You must review and evaluate each investment's performance against the agreed-upon benchmark, best execution reporting for all ETF trades, and compliance with your Plan investment policy.
11. Review fee disclosures. Review and evaluate regularly, at least annually, all fee disclosures provided by Vestwell and other service providers to the Plan, and evaluate the value and extent of services provided and the reasonableness of the fees charged.
12. Prompt contributions. It is your responsibility to make sure that funds are actually and timely contributed to the Plan when required for tax deductibility, minimum funding standards for pension Plans, or for DOL fiduciary requirements (which require payroll contributions for salary deferrals, loan repayments, and other contributions to be made as soon as possible but no later than 7 days after the relevant payroll date). In the event of any late contributions, Vestwell will need to prepare and file a Form 5330 and you will be assessed excise taxes or other penalties. Vestwell will not be responsible for payment of any taxes, penalties, regulatory reviews, or Plan disqualification relating to your failure to satisfy this provision or any of your other contractual obligations.
13. Compliance and internal controls. You are responsible for ensuring that the fiduciary duties you undertake are performed with the appropriate care. Therefore, you are responsible for implementing your own internal controls to ensure that you are performing your duties appropriately and reviewing them periodically to make sure they are working as planned. You are also responsible, at your own expense, for obtaining and maintaining throughout the term of our Agreement appropriate insurance coverage that is appropriate and sufficient to cover your potential liabilities under this Agreement. Vestwell makes available various educational materials in the Plan Sponsor portal, but those materials are not legal advice, Vestwell is not a law firm or tax advisor, and we recommend that you consult legal counsel to understand your fiduciary obligations and what controls and insurance may be appropriate for your organization. Additionally, throughout the term of our Agreement, you represent and warrant that the Plan Sponsor will remain an organization in good standing, and which is eligible to sponsor a retirement plan.
14. Timely response to requests relating to annual compliance tests. Our annual compliance testing process begins with your completion of a year-end checklist. We need your prompt assistance in completing that checklist as it will contain information we need in order to perform annual, legally required compliance tests for your Plan. As an added service to you, we may from time to time point out any discrepancies between data about your Plan on our systems and information that you provide to us in your questionnaire responses. We require your prompt responses to those data discrepancy issues, too. Your compliance testing, preparation of your annual Form 5500, and your corporate tax filings may be delayed if you do not provide timely, complete, and accurate responses to our year-end questionnaire and any follow up requests. Vestwell will not be responsible for any fines, penalties, or other damages due to those delays or errors. You must also carefully review the annual compliance package provided to you and inform us of any incorrect or missing information.
15. Plan audits. In general, as of the first day of a Plan Year, Plans with more than 100 eligible employees or participants, including retired, deceased or terminated employees, on whose behalf the Plan maintains account balances and all eligible employee who have either yet to enroll or have elected not to make salary deferrals under the Plan, are classified as "Large Plans." Large Plans are required to file the full Form 5500 and Schedule H with an audit report prepared by an Independent Qualified Public Accountant attached. Your Plan will not be classified as a Large Plan until the first Plan Year in which the participant count exceeds 120. So long as the participant count is at least 80 and not more than 120 on the first day of the Plan Year, the Plan will be permitted to file the same type of form in the Form 5500 series that was filed in the previous Plan Year, which in most cases will be the short form which does not require the attachment of an audit report. Vestwell can assist you in determining whether your Plan is subject to the audit requirement. We can provide assistance to the auditor, but it is your obligation to obtain and cover the cost of the audit, to determine whether your Plan is subject to the audit requirements, whether a full or limited scope audit is appropriate for your Plan, and to perform the audit.
16. The Plan's operation, tax qualification, and compliance obligations are affected by other Plans sponsored by the Plan Sponsor or a related entity, changes in ownership structure of the Plan Sponsor or any of its affiliated organizations, or the adoption of any other qualified retirement plans. Sponsor will promptly inform Vestwell of any changes to its corporate structure, ownership, sponsorship of qualified retirement plans, and related information. The Plan Sponsor &lparen;or, at its own cost, its attorney&rparen; is solely plans, and related information. The Plan Sponsor (or, at its own cost, its attorney) is solely responsible for determining whether its organization is part of a Controlled Group or Affiliated Service Group, which may trigger various Plan-related requirements. Vestwell will rely on the Sponsor's determination.
17. Plan Sponsor is responsible for obtaining and maintaining at its own cost and expense and all times during the Plan's operation a fidelity bond as well as any other insurance covering its responsibilities to the Plan. Vestwell is not responsible for any of those costs nor for reviewing the fidelity bond for any reason, including to determine compliance with legal or regulatory requirements. If requested, the Plan Sponsor must promptly provide Vestwell with a copy of the fidelity bond.
18. If the Plan Sponsor wants to exclude part-time or other groups of employees from the Plan (which it may do to the extent legally permissible), you are solely responsible for identifying all employees who are reasonably expected to normally work or who have actually worked less than the required number of hours during the applicable twelve-month period, consistent with applicable regulations, and any employee who is also excluded from participation in the Plan. Vestwell is not responsible for any damages, delays, or penalties associated with any error or omission in the Plan Data provided by the Plan Sponsor or its designee.
19. You agree to comply with all applicable economic sanctions laws and regulations, and will use your best efforts to and will not knowingly permit our Services to be provided to any person in violation of those laws.
20. Vestwell is not responsible for voting or determining any appropriate action regarding any proxy statements or similar materials regarding the investment options available to the Plan. We will provide you with any proxy statements or materials that we receive, but it is your responsibility to determine what, if any, action is appropriate, who should take the action, distributing those materials to affected participants, and all other responsibilities relating to those proxy materials.
21. You agree to comply with all applicable economic sanctions laws and regulations, and will use your best efforts to and will not knowingly permit our Services to be provided to any person in violation of those laws.

Your Use of Third-Party Applications, Software, or Providers

If you have engaged any third party applications, software, advisors, consultants, or providers (collectively, “Third Party Applications and Providers”) in connection with your Plan, such use is at your own discretion and risk and subject to the terms of your agreement with each of those Third Party Applications and Providers. These third parties may include TPAs, payroll providers, and investment fiduciaries that you have selected and engaged to support your Plan separately from Vestwell. To the extent directed by Plan Sponsor, Vestwell shall act as agent for the Plan Sponsor only for purposes of transmitting and receiving Plan Data to and from any Third Party Applications and Providers.

With respect to any Third Party Application or Provider: Vestwell does not recommend or endorse them, we are not a party to any agreement you may have with them, we are not responsible in any way for selecting, monitoring, or changing them, and their fees are not included in any fees charged by Vestwell or listed in your fee schedule and may not be included in any fee disclosure. Vestwell does not make any warranty or representation that any Third Party Applications and Providers will meet your requirements; that they will be uninterrupted, timely, secure, or error-free; or that the results from any Third Party Applications and Providers will be effective, accurate, reliable, or meet your expectations. The links to and any integration with any Third Party Applications and Providers and related documentation on the Vestwell Platform are subject to the following:

1. The output of any Third Party Applications and Providers could include technical or other mistakes, inaccuracies, or errors for which Vestwell is not responsible.
2. At any time without prior notice, we may make changes to the links pointing to the Third Party Applications and Providers or the process by which you may utilize the Third Party Applications and Providers from the Vestwell Platform and you will be bound by those changes.
3. The Third Party Applications and Providers may have functionality or integration links that are out of date and/or not available for your Plan, and we make no commitment to update such materials or integrations. Some Third Party Applications and Providers charge a fee to integrate their platform with the Vestwell Platform and we will pass on those fees to you or Plan participants.
4. We assume no responsibility or liabilities for delays, errors, or omissions in the Third Party Applications and Providers or any of the documentation they create or make available from their websites or the Vestwell Platform.
5. In no event shall we be liable to you or anyone else for any damages or losses of any kind including special, punitive, incidental, indirect or consequential damages or for any damages resulting from disruption, loss of use, loss in value, lost data or profits, or any liability arising out of or in connection with the use of any Third Party Applications and Providers or any other third parties acting on your behalf.
6. If you have engaged a third party to serve as the Plan’s investment fiduciary, neither Vestwell nor any of its affiliates will have any fiduciary duty, responsibility, discretion, authority, or liability to you or anyone else of any kind regarding any investment-related services for the Plan. Your investment fiduciary is solely responsible for selecting, monitoring, reviewing, or changing (including the requirements to issue any notices regarding any such changes or any activities necessary to effect an orderly transition in the event of an investment replacement or directing Vestwell to make such allocations and on how to direct participants’ account contributions) any investment options available to the Plan, the content of any fact sheets or other investment education or information materials, and the determination of whether the Plan’s default investment options satisfy regulatory requirements or any other necessary requirements. Vestwell and you are relying solely on the investment fiduciary that you have selected for the Plan in connection with those activities.
7. If you have engaged a third party to serve as the Plan’s investment advisor consistent with ERISA section 3(21), Vestwell assumes that you, on behalf of the Plan, have given your consent to make the investments, or any changes to those investments, selected by your advisor. Vestwell will not conduct any independent review or confirmation of your consent. We will only take direction from the investment advisor or you regarding the investments to be made available to the Plan, and make those investments available within a reasonable time after receiving the advisor’s selections in the format required by Vestwell and after confirming with the Plan’s custodian that the selected investments are available for trading by the Plan.

Additional Sponsor Requirements for ERISA 403(b) Plans

Certain ERISA 403(b) Plans for tax-exempt organizations must comply with a "universal availability" requirement whereby the Plan must be offered to all employees except those specifically excluded in the Plan documents. You must provide us with a list of all employees in Good Order. Additionally, employees with more than fifteen years of service may be eligible for additional contributions; you must provide us with a list of those employees as well in Good Order.