HomeMy WebLinkAboutAgreement_General_11/10/2016 (20) EMPOWER
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GREAT -WEST LIFE & ANNUITY INSURANCE COMPANY
RECORDKEEPING SERVICES AGREEMENT
Employer shall mean the Plan Sponsor or Plan Administrator, as dictated by the context
Employer retains Great -West Life & Annuity Insurance Company (hereinafter referred to as
"Empower "), a corporation with its home office in Greenwood Village, Colorado, and /or any
successor, assign or affiliate, to perform the services described in this Recordkeeping Services
Agreement (`Agreement "), in accordance with Employers defined contribution plan (the "Plan ")
established pursuant to Internal Revenue Code of 1986 as amended ("Code') Section 401(a).
401(k) or 457(b) - Empower and "Empower Retirement" refer to the products and services
offered in the retirement markets by Great -West Life & Annuity Insurance Company and its
subsidiaries
The Agreement shall include this base Agreement as well as the attached Schedule of Services
and a separately executed fee schedule or fee proposal ( "Fee Schedule ")
I. Services Provided by Empower under this Agreement
A. Empower will provide the services to the Plan(s), as set forth in the Schedule of Services,
as a nondiscretionary service provider directed by Employer in compliance with
applicable laws and regulations Employer acknowledges that the services of Empower
are ministerial and do not involve the exercise of any discretion that would cause
Empower to be a fiduciary or Plan Administrator as defined under the Code, or the
Investment Advisors Act of 1940. or state law, as applicable The parties agree that
purchases and sales of securities at the direction of Plan Participants will be effected
through GWFS Equities. Inc a broker /dealer affiliate of Empower Instructions for the
purchase. sale. exchange or transfer of shares on behalf of the Plan shall be transmitted
to GWFS Equities, Inc for processing
B. Empower's agreement to provide any, or all. of the services set forth in this Agreement,
per the attached Schedule of Services, is contingent upon timely receipt of all information
Empower deems necessary to support such services(s). Empower may provide specified
additional services as Employer and Empower may agree upon in writing from time to
time as described in the Schedule of Services and Fee Schedule. If Empower performs
any additional service(s). Employer agrees to pay the fees applicable to such service(s)
II. Responsibilities of Employer under this Agreement
Employer. a designated employee, or a third party named in the plan document (other than
Empower or one of its affiliates) will be the ' Plan Administrator" and named "fiduciary" for
purposes of the Code, if and as applicable Employer is solely responsible for ensuring the
Plan(s) is qualified and is being operated in accordance with all applicable laws If this Plan is a
continuation of a prior plan, Employer represents that this Plan does not offer benefits that are
more restrictive than the prior plan and that Employer and /or any service providers for the Plan
administered such Plan in accordance with applicable law and with the Plan provisions as
written and any changes required by law Employer acknowledges that it has its own tax and
legal counsel to provide guidance with respect to the Plan and its operation.
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Employer recognizes that Empower cannot effectively perform the services and that the Plan(s)
cannot operate successfully without Employer cooperation Employer agrees to perform all
duties described in this document as well as any duties it undertakes pursuant to the terms of
the applicable Plan and/or Trust documents
A. Providing Necessary Information
1. Employer or its designee, including any third parties retained by Employer, shall
provide all information necessary for Empower's performance of the agreed -upon
services in a manner and format acceptable to Empower
2. Each party agrees to bear its own interconnect transmission costs and to be
responsible for its own acts and omissions relating to transmitting receiving storing,
securing and handling documents. Each party, at its own expense, shall use
commercially reasonable efforts to provide and maintain the equipment, software
services and testing necessary to effectively and reliably send and receive electronic
documents Employer acknowledges that Empower shall not bear any responsibility
for any penalties or other costs incurred as a result of Employer s failure to provide
such information in a timely or secure manner Employer further acknowledges that
Empower may charge an additional fee, as disclosed in the Fee Schedule, if any
necessary information is not provided in a timely manner or in a format readily usable
by Empower Employer agrees that Empower shall be entitled to fully rely upon the
accuracy and completeness of information submitted by a Participant. Beneficiary
Alternate payee, Employer and Employers designee and that Empower will have no
duty or responsibility to verity such information
3. Unless otherwise agreed to in writing, Employer agrees to make all Participant
eligibility determinations enroll Participants through enrollment forms signed by
Employer, and transmit all Participant enrollment information to Empower
4. Unless otherwise agreed to in writing, upon the death of a Participant, Employer
agrees to provide Empower with the name(s) of the Participant s beneficiary or
beneficiaries
B. Remitting Contributions and Allocation Instructions
Employer agrees to remit initial and recurring contributions electronically via Empowers
Plan Sponsor websde, the Plan Service Center ( PSC'), or another mutually agreed -upon
manner Contribution checks or wires and paper allocation reports will be accepted for
individual Participant qualified rollover contributions and for bulk transfers of Plan assets
from prior vendors if applicable Empower reserves the right to charge additional fees as
disclosed in the Fee Schedule for certain nonstandard contribution formats Employer
acknowledges that Empower reserves the right to either reject Contributions remitted via
ACH without proper proceeds or assess an additional processing charge and Empower
reserves the right to reject all future ACH Contribution remittances from the Employer
C. Fulfilling Plan Document Responsibilities
Employer has the sole responsibility to ensure that the Plan documents are accurate and
complete and that the Plan is being operated in accordance with its terms and applicable
law If the plan documents not provided by Empower Employer shall provide Empower
with a signed copy of the Plan document and all amendments to the Plan document
within thirty (30) days after such document and/or amendment is adopted
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Employer shall be responsible for ensuring that any applicable notice and disclosure
requirements are being met in conformance with legal and regulatory guidelines
D. Requirement to Appoint a Trustee
1. Employer has the sole responsibility to determine whether to appoint a trustee that
will provide trust services to the Plan If Employer chooses to fund the Plan
exclusively through a Great -West Life & Annuity Insurance Company group annuity
contract, if available, the annuity contract may be used in lieu of a separate trust
agreement. and the Employer will be considered the deemed trustee. If a trust
agreement is used. the Employer agrees to have the trustee execute such agreement
and all other documents required to establish and operate the trust
2. If Employer chooses a custodial or trust account. then the trustee or custodian must
be able to interface with the recordkeeping system in a 'passive" role and all assets
must be transferred to the omnibus custodial bank account Employer agrees to
require the trustee or custodian to provide to Empower all information in the
possession of trustee or custodian that is necessary for the performance of all
applicable duties in this Agreement.
3. If Employer chooses to retain Wells Fargo Bank, N A ( "Wells Fargo') to serve as a
Plan trustee or custodian. Employer agrees to execute any and all documents
required to establish the trust or custodial account. If Employer. another entity or
named employees serve as trustee of the Plan and Wells Fargo does not serve as
trustee Employer agrees to enter into a custodial agreement or other applicable
agreement with Wells Fargo for the receipt of contributions.
4. Employer acknowledges that any change to the trustee and/or custodial setup or
relationships during implementation may delay the Effective Date
E. Monitoring Contributions and Approving Distributions
1. Employer acknowledges its sole responsibility to monitor the amount and /or
timeliness of contributions made to Employer's Plans)
2. Unless otherwise agreed to in writing, Employer agrees to provide a signature
authorization for all requests for distribution allowed under the Plan.
F. Selecting, Changing and Overseeing Investment Options
1. Employer is responsible for the selection of all investment options made available
under the Plan based on Employer's independent evaluation or that of its registered
investment advisor, consultant or broker, as applicable. Employer acknowledges that
the Effective Date of the Plan's transition to Empower may be delayed if there is a
change in the investment option selections As part of the recordkeeping services
provided by Empower to the Plan, the Plan's assets may be invested in a Great -West
Life & Annuity Insurance Company group annuity contract and /or an array of mutual
funds (such annuity contract and /or array of funds to be referred to herein as the
"Investment Program ") Empower may add, delete and /or replace available
investment options offered in the Investment Program with at least sixty (60) days
written notice to the Employer or Plan fiduciary This nonce shall explain the fund
change communicate the timeline and effective date of the fund change, provide
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information on fees received by Empower or an affiliate from a fund company and
explain the Employers or Plan fiduciary's right to opt out of the change Employer or
Plan fiduciary shall have approved such change unless Employers or Plan fiduciary's
written objection is received by Empower within the sixty (60) day notice period If the
Employer or Plan fiduciary provides written objection to Empower within the sixty (60)
day notice period, Empower will not make the fund change at issue If the Employer
or Plan fiduciary objects to the fund change. Empower may terminate this
Agreement. but will continue to provide services to the Employer or Plan fiduciary for
at least sixty (60) days after the effective date of the fund change before the
cessation of services
2. If Employer selects investment options outside the Investment Program Empower
may agree to record keep such options as part of its services under this Agreement.
subject to Empower's prior written approval
3. If allowed with the Investment Program. Employer may request an addition, deletion,
and /or replacement with respect to investment options available in the Plan
Employer must provide Empower with notice of the intended change sixty (60) days
prior to the intended date of the fund lineup modification Empower must confirm, in
writing its ability to administer any requested fund additions deletions and!or
replacements prior to these changes being implemented Once Empower receives
notice of such fund change request. Empower will assess the Plan s pricing and the
selected fund company's administrative requirements Empower reserves the right to
decline a fund change request if Empower is unable to administer the fund
requested. Additionally, Empower reserves the right to reevaluate and modify the Fee
Schedule as part of the request, and the Employer acknowledges that such a request
could impact the fees paid by the Plan or Employer The Employer shall provide
sufficient notice of the Plans desired fund change to provide Empower with the
opportunity to conduct the necessary review and to ensure that Plan participants can
be provided with notification of fund changes at least 30 days prior to the effective
date of the change If applicable. Employer agrees to cooperate with Empower to
create and deliver all necessary participant communications and acknowledges that
there may be an additional cost for such communications
4. If an investment option offered by a third -party investment option provider and
selected by Employer is no longer available. Empower will notify Employer as soon
as practicable after the third -party investment option provider notifies Empower
5. If Employer offers Plan investment options that are record kept outside of the
Agreement ( "Outside Assets'), Employer hereby instructs Empower to restnct any
and all transfers between the Outside Assets and the Plan assets record kept under
this Agreement If Employer has selected a Great -West West Life & Annuity
Insurance Company annuity product, Employer affirms that any provision(s) of the
group annuity contract to the contrary are inoperable with respect to the Plan
6. Employer acknowledges that prospectuses for the selected investment options, as
applicable. will be made available electronically through one or more websites
maintained by Empower or its affiliates (the `Websites' )
G. Acknowledgement of Transfer Limitations
Employer acknowledges that the Securities and Exchange Commission requires mutual
fund companies to establish procedures to prevent market timing and excessive trading.
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Employer hereby acknowledges receipt of and agrees to adhere to the terms and
conditions of the Procedures for Complying with Fund Company Market Timing and
Excessive Trading Policies attached as an exhibit to this Agreement, as amended from
time to time
H. Paying Fees
1. The initial Fees are as set forth in the Fee Schedule, group annuity contract, if any,
or other document signed by the Employer
2. To the extent not paid by the Plan. Employer agrees to pay Empower for services
provided to the Plan
3. Empower reserves the right to change its fees upon sixty (60) days' advanced written
nonce to Employer
4. All fees must be paid within thirty (30) days of Empowers invoice to Employer unless
another arrangement has been pre- approved by Empower in writing. In the event any
charges or fees reasonably and properly chargeable under the terms of this
Agreement, including the annuity contract. Fee Schedule or other applicable
documents signed by Employer. remain unpaid for sixty (60) days, Employer instructs
Empower to deduct such charges from the Plan and Employer affirms that the Plan
document specifically allows such deduction from the Plan Empower will notify
Employer prior to making this deduction and will continue to deduct charges and fees
quarterly from the Plan until Employer provides written instructions to reinstate billing
To the extent that the forfeiture or other Plan accounts would not pay Plan expenses
under the Plan document or the Plan accounts are insufficient. Empower is instructed
to allocate such fees to the Participant accounts. and to the investment choices in
which the Participant accounts are invested on a pro rata bass using Participant
account and investment option balance ratios as of the date of deduction
5. Other Payments. Employer may direct Empower in writing to deduct other legitimate
Plan expenses from the trust to the extent Employer has determined that deduction is
specifically allowed by the Plan document and to remit to the party designated by the
Employer. Employer agrees to amend the Plan document, if necessary, to provide for
the payment of expenses from Plan assets consistent with the foregoing
6. Empower and /or one or more of its affiliates may receive fees from mutual fund
families and other investment providers for providing certain administrative and /or
other services Empower will provide additional information upon request at any time
during the term of this Agreement including. but not limited to, at the beginning of the
term of this Agreement and /or in the event a change to the Plans Investment
Program is made as described in Section F 1 above
Ill. General Provisions
A. Effective Date and Renewal
1 The Agreement shall be effective as of the Effective Date specified in the Signature
Page appended hereto
2 Unless terminated in accordance with the applicable provisions of this Agreement
this Agreement shall renew annually on the anniversary of the Effective Date
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B. Notice
1. Unless otherwise agreed in writing, the parties shall submit any notice, demand,
consent or other communication required or provided under this Agreement in writing
and either delivered personally. set by overnight delivery courier. or sent by certified
or registered mail, postage prepaid return receipt requested. to the representative
designated below. All notices shall be sent to Empower as set forth below and to the
most current Employer and Trustee address on file with Empower All notices sent
shall be effective upon receipt.
2. If sent to Empower Great -West Life & Annuity Insurance Company
Retirement Services division
Brent Neese, Senior Vice President
8515 E Orchard Rd.
Greenwood Village C080111
Cc Great -West Life & Annuity Insurance Company
General Counsel
8515 E Orchard Rd
Greenwood Village. CO 80111
C. Counterparts
This Agreement may be executed simultaneously by the parties hereto in one or more
separate counterparts, each of which, when so executed and delivered, shall be an
original, but all of which shall together constitute one and the same instrument. Each
counterpart may consist of a number of copies hereof, each signed by less than all, but
together signed by all of the parties hereto.
D. Bank Credit Disclosure
Empower. or one of its affiliates, may earn credits and /or interest on Plan assets awaiting
investment or pending distribution. Any credits or interest earned by Empower are
aggregated with credits and /or interest earned by Empower affiliates and will be used to
defray the aggregate expenses for the maintenance of bank accounts Empower will not
retain credits and/or interest earned in excess of such maintenance expenses, but any
such excess will be retained by the bank
Credits and /or interest are earned from the use of (i) uninvested contributions received
too late in the day or not received in good order to be invested same -day and (u)
proceeds from investment option redemptions where Plan distribution checks have not
been presented for payment by Plan participants. Credits and /or interest (1) begin to
accrue on contributions on the date such amounts are deposited into the bank account
and end on the date such amounts are invested pursuant to Plan participant instructions
and (ii) begin to accrue on distributions on the date the check is written or on the wire
date, as applicable, and end on the date the check is presented for payment or when the
wire clears again the account, as applicable Earnings of credits and /or interest are at the
rate the bank provides from time to time
E. Error Correction
For purposes of this section, "Empower" refers to Great -West Life & Annuity Insurance
Company and certain of its affiliates If Empower as the recordkeeper. makes an error
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that results in an investment transaction gain or loss, and it is brought to Empower's
attention within ninety (90) days after the Participant statement date following the
occurrence of the error. Empower will retroactively correct the error by putting the
Participant back in the financial position where the Participant would have been had the
error not occurred. However, if the Plan or affected Participant knew or should have
known of the error but failed to bring it to Empower's attention within ninety (90) days
after the statement date following the occurrence of the error. the error will be corrected
prospectively If a correction is made at Empower's expense and results in a net loss.
Empower will bear the loss However, if the correction results in an unintended net gain,
Empower will retain the gain as compensation for services provided to the plan and to
defray reasonable expenses of the plan including offsetting net losses as described
above
Under special circumstances. Empower may consider an exception to the above and
make a correction at Empowers expense If Employer requests such an exception
based on the circumstances identified, a correction will not be unreasonably denied,
based on industry standards
In no event will Empower be responsible for the expense of retroactive correction caused
by an error or miscommunication committed by a Participant, Employer, or other third
party In such case, Employer shall instruct Empower how it wishes any resulting gain to
be allocated or loss to be funded.
Review of Reports. The Employer and Participants are responsible for reviewing and
monitoring reports regarding Plan activity, transactions and investments to verify that the
investments indicated in the reports properly reflect the investment instructions provided
by the Employer or the investment elections made by Participants, as applicable.
Empower's performance of its obligations under this Agreement shall be conclusively
presumed to be accurate unless the Employer or a Participant provides Empower with
proper notice of discrepancies
F. Indemnification and Liability
Empower agrees to indemnify the Employer from and against any and all expenses.
costs, reasonable attorneys fees, settlements, fines, judgments, damages, liabilities.
penalties or court awards asserted by a third party (collectively, "Damages ") to the extent
resulting from Empower's breach of this Agreement, negligence, or willful misconduct.
Notwithstanding anything to the contrary herein. Empower shall not be liable to Employer
for, and Employer will indemnify Empower from and against. any Damages resulting
from 1) any acts or omissions undertaken at the direction of the Employer or any
authorized agent thereof, or 2) any direction of any third party retained by the Employer
to provide services relating to the Plan, including but not limited to prior service providers.
investment advisors, or any authorized agent thereof.
Employer acknowledges that Empower, its affiliates. and their directors. officers.
employees and authorized representatives are not responsible for investment
performance of any Investment Options under the Plan
G. No Liability for Actions of Prior Service Providers
Empower shall not be responsible for any Damages resulting from a prior service
providers performance or non - performance of services or from its actions. inactions or
decisions. and Employer agrees to defend, indemnify and hold Empower harmless
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against all such Damages. Empower shall have no duty to verify the accuracy or
correctness of services performed prior to the Effective Date
H. Public Records
Notwithstanding any other language in this agreement to the contrary, and in accordance
with Sec 119 0701, Florida Statutes. the Empower must keep and maintain this
Agreement and any other records associated therewith and that are associated with the
performance of the work described therein Upon request from the Villages custodian of
public records.. the Empower must provide the Village with copies of requested records,
or allow such records to be inspected or copied, within a reasonable time in accordance
with access and cost requirements of Chapter 119. Florida Statutes Should the
Empower fail to provide the public records to the Village, or fail to make them available
for inspection or copying, within a reasonable time may be subject to attorney's fees and
costs pursuant to Sec. 119.0701, Florida Statutes. and other penalties under Sec
119.10. Florida Statutes Further, the Empower shall ensure that any exempt or
confidential records associated with this Agreement or associated with the performance
of the work described therein are not disclosed except as authorized by law for the
duration of the Agreement term, and following completion of the Agreement if the
Empower does not transfer the records to the Village Finally, upon completion of the
Agreement. the Empower shall transfer, at no cost to the Village, all public records in
possession of the Empower, or keep and maintain public records required by the Village
If the Empower transfers all public records to the Village upon completion of the
Agreement. the Empower shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the Empower
keeps and maintains public records upon completion of the Agreement. the Empower
shall meet all applicable requirements for retaining public records Records that are
stored electronically must be provided to the Village, upon request from the Villages
custodian of public records, in a format that is compatible with the Village's information
technology systems
IF EMPOWER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO IT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK,
RECORDS CUSTODIAN FOR THE VILLAGE, AT (561 ) 768 -0685, OR AT
Imcwilliams @tequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
1. Inspector General
Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector
General has jurisdiction to investigate municipal matters. review and audit municipal
contracts and other transactions, and make reports and recommendations to municipal
governing bodies based on such audits, reviews or investigations. All parties doing
business with the Village of Tequesta shall fully cooperate with the inspector general in
the exercise of the inspector general's functions, authority and power. The inspector
general has the power to take sworn statements, require the production of records and to
audit, monitor, investigate and inspect the activities of the Village, as well as contractors
and lobbyists of the Village in order to detect, deter. prevent and eradicate fraud. waste.
mismanagement. misconduct and abuses
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J. Dispute Resolution
1 Mediation. If there is a dispute arising out of or relating to this Agreement the parties
will make a reasonable and good faith effort to negotiate between themselves a
resolution of the matter If the parties are unable to agree between themselves, and to
the extent that the parties are not legally barred from entering into mediation the parties
shall endeavor to resolve any dispute out of or relating to this Agreement by participating
in non - binding mediation The mediation shall be conducted by a private mediator agree
to by both parties or if the parties cannot agree. by a mediator selected by JAMS
(Judicial Arbitration and Mediation Services) or another nationally recognized
independent arbitration or mediation organization to which the parties mutually agree
The cost of any agreed -upon mediation shall be borne equally by the parties, and each
party shall pay its own expenses
2 Litigation If the dispute has not been resolved by non - binding mediation as provided
for in paragraph A above, within ninety (90) days of the initiation of such procedure either
party may initiate litigation. provided. however. that if one party has requested the other
party to participate in mediation and the other party rejects the proposal to participate the
requesting party may initiate litigation before the expiration of the above period
K. Governing Law
This Agreement shall be construed and enforced in accordance with and governed by the
laws of the Employer's state of residence without regard to conflict of law principles
L. Termination
This Agreement may be terminated by either party with sixty (60) days' advance written
notice to the other party, unless Employer and Empower mutually agree in writing to a
shorter notice period
1. Employer acknowledges that mutual fund investment options will be paid within
seven (7) calendar days following the termination date Investments held under other
contracts will be transferred in accordance with the terms of such contracts
Employer hereby instructs Empower to deduct any and all outstanding expenses and
fees owed to Empower from Plan assets on the termination date, unless paid by
Employer
2. Upon termination of this Agreement. Empower will cease to provide services. and will
have no further liability for such services Employer acknowledges that after the
termination of this Agreement, Employer will be responsible for performing all actions
required to be taken with respect to the Plan, including but not limited to performing
applicable compliance testing and processing of contributions, loans and
distributions, and the distribution of forms to Participants
Upon notice of termination. Employer may request in writing that Empower provide
Employer, or a designated successor service provider, with Plan data and other
information residing on Empowers recordkeep ng system in Empower standard
format or otherwise readily available as determined in the sole judgment of Empower
Empower will work with Employer and any successor service provider in a
reasonable manner as any such transition is made Employer will promptly reimburse
any fees, costs or expenses incurred by Empower in connection with the provision of
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such records and other information in excess of Empowers standard format
Employer agrees to assist Empower to facilitate such distributions
3. If the Plan terminates, Empower may utilize any procedures promulgated by the
U S Department of Labor, if applicable, or other applicable regulatory agencies for
abandoned or orphaned plans, including the facilitation of distributions to
Payees and any other required plan termination requirements
M. Survival
The provisions of the following sections shall survive the termination of this Agreement
Paying Fees Indemnification and Liability, No Liability for Actions of Prior Service
Providers, Dispute Resolution, Governing Law, Termination, Survival. Severabdity Third-
Party Beneficiary Rights. Affiliates. Agents and Subcontractors. Force Majeure. Records
Retention Intellectual Property Confidentiality Privacy. and Websrtes
N. Modification, Waiver and Consent
1. Except as otherwise provided in this Agreement, no modification or waiver of any
provision of this Agreement and no consent b either
P 9 y party to any deviation from its
terms by any other party shall be effective unless such modification, waiver or
consent is in writing and signed by all parties For purposes of this section of this
Agreement, writing signed by the parties shall be deemed to include electronic mail
transmissions only if such transmissions include PDF or other facsimile transmissions
clearly reproducing the manual signature of an officer of each party who is authorized
to execute an amendment of this Agreement and specifically referencing this section
of this Agreement Any Empower policies that are attached to this Agreement as
exhibits may be modified by Empower at any time and will be provided by Empower
to Employer in their updated form
2. The modification, waiver or consent shall be effective only for the period, on the
conditions and for the specific instance and purposes specified in such writing
3. Mutually agreed -upon, written modifications which alter the terms of the Schedule of
Services or the Fee Schedule or Fee Proposal may be reflected in a new version of
such document, which will be produced by Empower and made available to
Employer and which shall replace all prior versions of such document(s)
4 Failure of either party to insist on strict performance of any of the terms and
conditions herein shall not be deemed a waiver of any nghts or remedies that either
party shall have and shall not be deemed a waiver of any prior or subsequent default
of the terms and conditions hereof
O. Binding Effect and Entire Agreement
1. This Agreement shall be binding upon and inure to the benefit of each of the parties,
their successors and permitted assigns provided, however, that neither party may
assign its nghts or obligations hereunder without the other party's prior written
consent except as specified in the "Affiliates. Agents and Subcontractors" section
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2. This Agreement, including the Schedule of Services, Fee Schedule or Fee Proposal,
and any amendments thereto, and all Sections attached to and made a part of this
Agreement, are intended by the parties as a final expression of their agreement and
as a complete and exclusive statement of its terms No course of prior dealings
between the parties shall be relevant or admissible to supplement, explain or vary
any of the terms of this Agreement No other representations understandings or
agreements have been made or relied upon in the making of this agreement other
than those specifically set forth herein
3. This Agreement supersedes any and all prior Agreements covering the services to
be provided to the Plan(s) executed or entered into prior to the Effective Date of this
Agreement
P. Severability
If any word, phrase, paragraph. provision or section of this Agreement shall be held
declared. pronounced or rendered invalid, void. unenforceable or inoperative for any
reason by any court of competent jurisdiction. governmental authority, statute or
otherwise, such holding, declaration, pronouncement or rendering shall not adversely
affect any other word, phrase, paragraph. provision or section of this Agreement. which
shall otherwise remain in full force and effect and be enforced In accordance with Its
terms.
Q. Authorized Persons
Employer will provide Empower with the names of the person(s) authorized to give
instructions on Employer's behalf with respect to the Plan and/or to provide documents.
materials and information on Employer's behalf with respect to the Plan(s). In performing
services hereunder. Empower shall be entitled to rely upon the instructions, documents,
materials and information furnished by such person(s) or by any other person reasonably
believed by Empower to have the authority to furnish instructions, documents. materials
and information with respect to the Plan on Employer's behalf.
R. Independent Contractor
Empower shall function as an Independent contractor for the purposes of this Agreement
and shall not be considered an employee of the Employer for any purpose Nothing in
this Agreement shall be interpreted as authorizing Empower or its agents and /or
employees to act as an agent or representative for or on behalf of the Employer, or to
Incur any obligation of any kind on the behalf of the Employer.
S. Legal and Tax Advice
The compliance and other services provided by Empower are administrative in nature
Nothing In this Agreement is Intended to constitute legal or tax advice from Empower to
Employer, or to any other party. Under no circumstance will Empower provide legal or tax
advice to the Employer. Plan, Plan fiduciary or Participants All issues should be
reviewed and discussed with Employer's legal counsel and /or tax adviser
T. Third -Party Beneficiary Rights
This Agreement Is solely for the benefit of the parties hereto and their affiliates and is not
intended to confer any rights or remedies upon any other person
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U. Affiliates, Agents and Subcontractors
Employer hereby acknowledges and agrees that Empower may assign any interest in this
Agreement to and will utilize the services of any affiliate within its controlled group to
perform any services of this Agreement Empower may perform any of the services
described in this Agreement through agents. vendors, suppliers and/or subcontractors
selected by Empower Empower's retention of any agent or subcontractor will not,
however, constitute an assignment of any of Empowers rights or relieve Empower of its
obligations hereunder Notwithstanding anything contained in this Agreement to the
contrary, in no event will Empowers vendors, subcontractors or third -party suppliers have
any liability to Employer or the Plan under or in connection with this Agreement or the
services rendered hereunder
V. Force Majeure
Neither Empower nor Employer shall be liable to the other for any and all losses.
damages, costs, charges, counsel fees, payments, expenses or liability due to delay or
interruption in performing its obligations hereunder, and without the fault or negligence of
such party. due to causes or conditions beyond its control, including, without limitation
labor disputes, riots, war and war -like operations including acts of terrorism, epidemics,
explosions, sabotage, acts of God, civil disturbance, governmental restriction,
transportation problems, failure of power or other utilities including phones internet
disruptions, failure of supplies or subcontractors, fire or other casualty, natural disasters
or disruptions in orderly trading on any relevant exchange or market, including disruptions
due to extraordinary market volume that result in substantial delay in receipt of correct
data, or any other cause that is beyond the reasonable control of either party
W. Record Retention
Empower shall retain all records in its custody and control that are pertinent to
performance under this Agreement in accordance with its record retention policy, as
amended from time to time Empower shall make such records available to Employer for
inspection and reproduction upon Employer's reasonable request and
at Employer's expense
X. Intellectual Property
As between the parties hereto, Empower and its affiliates shall own all materials,
documentation, user guides, forms templates, business methods, trademarks,
tradenames. logos. Websites. software, computer codes. domain names. text, graphics.
photographs, artwork, interfaces and other information or material provided by Empower
or its affiliates hereunder (collectively, the " Empower IP ") The term "Empower IP" shall not
include Employer Data (as defined below). Empower grants to Employer a nonexclusive.
non - transferable and non- sublicensable license to use the Empower IP during the Term
solely for purposes of using Empower's services hereunder and subject to the terms and
conditions set forth in this Agreement All rights with respect to the Empower IP not
specifically granted hereunder are reserved by Empower
As between the parties hereto. Employer shall own all materials, data, trademarks,
tradenames, logos and other information provided by Employer or otherwise made
accessible by Employer via the services or in connection with the use or operation of the
services (collectively, the °Employer Data "). Employer Data does not include data and
SA for Village of I equesta 457 _ 10.31.16
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V
EMPOWER
information in the form supplied by Empower to Employer. Employer grants to Empower
a nonexclusive nontransferable and non- sublicensable license to use the Employer Data
in connection with its provision of the services and as permitted in this Agreement
Employer grants Empower a limited, revocable right and license to use the trade name..
logo or trademark owned by the Employer ( "Employer Trademarks ") in materials created
by Empower for the purpose of promotion advertisement or prospecting for new clients,
including without limitation, any media releases. Requests for Proposals and sales
presentations, providing that Empower agrees to attribute the ownership of the Employer
Trademarks to Employer as part of the use Upon termination of this Agreement.
Empower agrees to return to Employer or destroy (to the extent practicable) any
Employer Trademark materials and cease the use of materials containing Employer
Trademarks. except for materials retained by Empower pursuant to its record retention
policy
Y. Confidential Information
1. In order to perform the services, both parties may have access to certain information
of the other party, including, without limitation, trade secrets and commercial and
competitively sensitive information of the party related to business methods or
practices, and, proprietary software or Websites of the party. and, other information
of the party that the party marks as Confidential from time to time ( "Confidential
Information ") For the purpose of clarity, any software or Website supplied by
Empower ( "Empower Software ") is Confidential Information of Empower The parties
mutually agree to hold all Confidential Information of the other party in confidence
using it solely for the purpose of performing or receiving services under this
Agreement and shall not disclose any Confidential Information of the other party to
anyone except the parties affiliates, subcontractors, and respective personnel as
may be required to perform such services. Each party agrees to return the other
party's Confidential Information once it is no longer required for the purpose of
performing or receiving the services or destroy such Confidential Information if so
instructed by the other party, provided that Empower shall not be obligated to destroy
copies of Confidential Information that would be commercially impracticable to locate
and destroy (such as information contained on archival systems).. and provided
further that Empower may retain copies of Confidential Information as required per its
records retention policy Confidential Information shall not include information which
is otherwise in the public domain through no action of the non - disclosing party, or
information which is acquired by the party from a person other than the other party or
its agents without any obligation of confidentiality. or information which is known by or
independently developed by the party prior to the Effective Date of this Agreement as
demonstrated by written or other legally competent evidence
2. In the event a party makes an unauthorized disclosure or use of Confidential
Information of the other party, or receives notice that it will be required to make a
legally required disclosure of the other party's Confidential Information, such party
shall notify the other party of the disclosure as soon as reasonably practicable In the
event a party is legally compelled to disclose Confidential Information, it shall notify
the other party and cooperate with any efforts by such party to obtain protective
treatment of such Confidential Information to the extent permitted by law. Both parties
acknowledge and agree that failure to comply with this section may cause irreparable
harm to the party whose Confidential Information is disclosed and accordingly agrees
that any court having jurisdiction may enter an order for equitable relief, including an
SA for Village of Tequesta 457 10.31.1 G
V
EMPOWER
injunction or an order for specific performance in the event of actual or threatened
breach of any of these confidentiality provisions by either party
Z. Privacy
1. Empower and Employer agree to maintain and hold in confidence all Nonpublic
Personal Information ( "NPI ") received in connection with the performance of services
under this Agreement. NPI includes personally identifiable financial information as
defined by Title V of the Gramm - Leach - Bliley Act Empower will not use or disclose
NPI to any third party, other than affiliates, regulators, auditors, and services
providers. without Employer's express written consent.. except as permitted or
required by law. Any third party service provider retained by Empower that has
access to NPI shall agree in writing to be bound by confidentiality and non - disclosure
provisions to use such NPI only in connection with the provision of services
hereunder Empowers current Privacy Notice is attached to this Agreement as the
Privacy Notice Exhibit. By executing this Agreement. Employer acknowledges receipt
of said policy Such policy shall be updated periodically by Empower Empower shall
implement and maintain during the term of this Agreement technical, organizational
and security measures and practices that are intended to (i) maintain the security
and confidentiality of the NPI, (u) protect against reasonably anticipated threats or
hazards to the security or integrity of the NPI, and (iii) protect against reasonably
anticipated unauthorized access, use, modification, disclosure or destruction of the
NPI
2. Employer hereby agrees that general Plan information which does not contain NPI
may be used by Empower in response to Requests for Proposals and other
publications and presentations.
3. For purposes of Rule 14(b) -1 and Rule 14(b) -2 of the Securities Exchange Act of
1934, as amended from time to time. Employer hereby authorizes Empower, and /or
its affiliates and services providers, to provide the name, address and share position
of the Plan with respect to any class of securities registered under the Investment
Company Act of 1940 when requested by such SEC registrant for purposes of
shareholder meetings. The above - referenced Rules prohibit the requesting SEC
registrant from using the Plan's name and address for any purpose other than
corporate communications of the type contemplated under the Rules
AA. Website Services
Empower may. as set forth in the Schedule of Services, host, maintain and provide
certain information on a websste or websites (the ' Website Services ") for one or more of
the following purposes 1) access by Plan participants to their account information and
investment information, and 2) access by Employer personnel for administrative
purposes in connection with maintenance of the Plan In the event Website Services are
provided to Employer, Employer agrees to the following terms and conditions.
1 Employer will not remarket or redistribute the Website Services or make any portion of
the Website Services available to any third party, except its Plan participants and
administrative personnel for use in connection with the Website Services Employer will be
solely responsible for (a) maintaining all communication links. appropriate network and
information security measures and other hardware, equipment and /or services necessary
to access the Website Services. and (b) protecting the security and integrity of any user
identifiers and passwords issued to Employer hereunder and for any activity under such
is
SA for Village of Tequesta 457 _ 10.31.16
V
EMPOWER
passwords. Employer acknowledges and agrees that terms and conditions set forth on the
website will be binding on users of the website Employer will not (x) modify or reverse
engineer any website, (y) remove or obscure any proprietary notices (from any Empower IP.
and /or (z) sell, assign, rent, loan, or otherwise transfer or make available any Empower IP to
any third party. provided that Employer may make Empower IP available to its Participants and
Plan advisors as needed to use the services hereunder. Employer will comply with applicable
laws and regulations in connection with use of the Website Services. Without limiting the
foregoing, Employer will not use the Website Services to transmit any information (i) that
is unlawful, abusive. intrusive on another's privacy harassing. libelous, defamatory
obscene, threatening, violates third party rights or is otherwise objectionable, or (ii) that could
impair the Website Services or any other party's use thereof Empower may terminate any
user passwords involved in any breach of this Article
2 Employer acknowledges that transmissions through the internet are inherently
unsecure, that virus protection software, firewalls and other security measures are not
foolproof, and that the Website Services and their content are not invulnerable to fraud or
hacking in addition, Employer acknowledges that Empower shall from time to time
perform scheduled or emergency repairs on the websites and that such activity, or other
circumstances beyond Empower's reasonable control, may cause the Website Services
to be unavailable or delayed EMPOWER DOES NOT GUARANTEE (1) THAT
INFORMATION AVAILABLE THROUGH THE SERVICES CANNOT BE HACKED,
TAMPERED WITH, OR MALICIOUSLY ACCESSED BY THIRD PARTIES: (11) THAT THE
WEBSITE SERVICES WILL BE VIRUS -FREE. OR (III) THAT THE WEBSITE SERVICES
WILL BE ERROR -FREE OR WILL BE AVAILABLE AT ALL TIMES EMPLOYER
AGREES THAT EMPOWER SHALL NOT BE LIABLE FOR ANY SUCH DELAYS OR
DOWNTIME IN THE WEBSITE SERVICES, OR FOR ANY VIRUS OR
MALICIOUS ACCESS TO THE SERVICES BY THIRD PARTIES, PROVIDED THAT
EMPOWER HAS IMPLEMENTED AND MAINTAINED SECURITY FEATURES WITH
RESPECT TO THE WEBSITES SERVICES THAT ARE CONSISTENT WITH
COMMERCIALLY REASONABLE INDUSTRY STANDARDS
BB. Unclaimed Property
With respect to any unclaimed property, Empowers standard policy is to follow state
unclaimed property regulations and escheat assets in those accounts to the Plan or
Participant's state of residence based on Empower's records By executing this
Agreement. Employer acknowledges and agrees that this standard policy will be applied
to any unclaimed property associated with the Plan However Employer may direct
Empower, in writing, to treat the Plan's unclaimed property in a different manner If
Employer directs Empower to dispose of such assets in any manner that differs from or is
inconsistent with Empower's standard policy. Employer understands and agrees (a) that
it is solely responsible for (i) determining whether any assets in those accounts are
payable to any State or other jurisdiction under applicable escheat or unclaimed property
laws: (ii) issuing proper instructions to Empower and the Trustee (as applicable) as
to disposition of such assets. and (b) to hold harmless and to indemnify Empower and its
affiliates, directors, officers, agents and employees (the "indemnified party ") from and
against any and all expenses. costs. reasonable attorney's fees, settlements. fines.
judgments, damages, penalties, or court awards actually incurred in connection with any
claim by a State or other jurisdiction regarding unclaimed property, property subject to
escheat or other similar laws in connection with the Plan These obligations are in
addition to any other obligations Employer may have under this Agreement
u
SA for Village of Tequesta 457 _, 10.31.16
l
V
EMPOWER
Exhibits Attached
• Procedures for Complying with Fund Company Market Timing and Excessive
Trading Policies
• Business Continuity Plans
• The Empower Family of Companies Privacy Notice
16
SA for Village of Tequesta 457 10.31.16
EMPOWER
Procedures for Complying with Fund Company Market Timing and Excessive Trading
Policies
The prospectuses, policies and/or procedures of certain fund companies require retirement plan
providers offering their fund(s) to agree to restrict market timing and /or excessive trading
( "prohibited trading') in their funds. The following procedures describe how we. as your
recordkeeper, will comply with fund company Instructions designed to prevent or minimize
prohibited trading
Various fund companies instruct intermediaries to perform standardized trade monitoring while
others perform their own periodic monitoring and request trading reports when they suspect that
an individual is engaging in prohibited trading If an individual's trading activity Is determined to
constitute prohibited trading, as defined by the applicable fund company, the individual will be
notified that a trading restriction will be implemented if prohibited trading does not cease. (Some
funds may require that trading restrictions be implemented immediately without warning, in which
case notice of the restriction will be provided to the individual and plan, if applicable). If the
individual continues to engage in prohibited trading, the individual will be restricted from making
transfers into the identified fund(s) for a specified time period. as determined by the applicable
fund company Individuals are always permitted to make transfers out of the identified fund(s) to
other available investment options. When the fund company's restriction Period has been met,
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case notice of the restriction will be provided to the individual and plan, if applicable). If the
individual continues to engage in prohibited trading, the individual will be restricted from making
transfers into the identified fund(s) for a specified time period. as determined by the applicable
fund company Individuals are always permitted to make transfers out of the identified fund(s) to
other available investment options When the fund company's restriction period has been met.
the individual will automatically be allowed to resume transfers into the identified fund(s)
Additionally. if prohibited trading persists, the fund company may reject all trades initiated by the
plan, including trades of individuals who have not engaged in prohibited trading
Note. certain plan sponsors have or may elect to implement plan level restrictions to prevent or
minimize individual prohibited trading To the extent that such procedures are effective, we may
not receive requests for information from the fund companies or requests to implement the
restrictions described above.
10/16/07
n
SA for Village of Tequesta 457 _ 10.31. I6
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-GWFS Equities,'Inc.,a subsitliary ofG�eat Vllest Life&Annudy Insurance;Company and affiliate
- of.Great West Life.8�Annwty Insurance Company of New York'("the Company) maintaios a
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- � camprehens�ve busi�ess continuity,plan designed to.respoqd reasonably:and effeetively to,events
that lead�to sign(ficant busine5s tfisr�ption,sucfi as natural disasfe�s;powe[outage"s;ar other " .
� events ofvarying scope -This:plan,defines cnticaf functions'and sy§tem's;alternate:work c
;locaUons;v1fa1 books and recor�ts;and staff resqurc�s,=and-providesfo�the continuation.of'. �
, business,operations with ininimai imPact,depending on ttie severiry,:and scope_of'ttie dis[uption.. .
Tite plan i5;rev�ewed:artd,te,steci no,less than once annually to ensare thatthe info'r.ma6on in the
pian is kept;current and thatdocumenfed recovery end'conUnwty strategies adequately;support
its business;operations:._ Of utmost importance to the qlan is the abifityiorcustome�s to maintain
access to"secunties.-accounts;and.assets m those accounts
"�In the event that one oF the Call_Centers or back office operation facilities_becomes unavailable
� for�any reason calls would be re routed to one`of,the:firm's altemat�ve call center'or ope(ati,ons
facildies:. .. . . , -. ,
In:fhe eve,nt of a.significantbUsiness disruption'fo thep�imary office anil/o�.data`center,access to ` �.
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��customer accounts:will'be provided via,the Company's Web;site and yoice response'system,..
operated from an.alternative`data cente� Cusiomer:Service wiU contmue to be provided tiy:re- -
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;rou6ng,telephone"calls to,a,Ca(I�Centerlocated'in one:or more-altemattve.'sites(ocated outside of
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VHhile no contmg�ency p(an can el�minate the nsk;of bus'iness intermiption,oipreven.t`temporary -
•.delays witfi account access,the firm's.contmuitjr_plan:is intended to mitigate:ali reasonable�risk . . ,.. •
° ' � and resurne critical business.opera6ons wdhm=24;hours;or the nexf business.day,whichevei i§
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Record keeping and administrative;services are provided by Great-West Life&Annuify
`Insurance Compa�y,and.in New.York,Great=WesY L'ife&AnnmEy:insurance Company of _ -
,New Yo�k;or one of its sutisidiaFies or affilfafes:Secu�ities offered in your.account may be
offered through anofher brokerldealer firm other than GWF$EquiGes;Inc.,a vatioily owned
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suhsidlary"of Gre'at=West Lifo&Annuity Insurance Company:�Piea.se contasf,your'
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investment Providerfor more inforriiation.if;needed. � - � . -
This disclosure is su6�ect fo"modification atany time. The most current verswn of this
disclosure'can be found omthe Web`site or'can be;obtained,by requesting a wntten copy
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Company of Nca York Companies•may bc.;oF m[erzst to you�.'Fhese seivi�e "
Great 1Vesti'Tmancialr Ret�rement Plan p�uviders`may coilect mform�ition ubout;.yaur acnvity
- 5ervices LI:;G � 6n our websites usqig coof,ies and othcr-"technologies
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�(USoperattons) :provid�rs.may only-collect and vse such mfomi5tion
Ein3ay Cor�nmtwn ' fqr purposes specified by us aud not 1'or their ow�n _
� : Cmpowei Retirement` ; -� , pueposes.Tbird party advertisine�oinp�n�es n�ay,use
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seiver onto tlie browsec of A wsifarta a websRe °. �6qut yourbuSmess with us,or others.(such as ,:
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> you choarse-, to fumish us �v�th personally organizaUons��such as•your aedit;finanqat;or
�dennGablti informatioe Uus information can 6a healEh h�story ipiease note these organizations
=assoc�ated wuh the_�fata'coliected:usi�i� thc may,reta�n Informetion-provided to us:and
� 'cook�es d�sclose it to othersj � ' S
, :
�: ,.: `. ` '�' ,,, .` • from�other third partjes (such as healtfi.and
•� Rev�secf 08t`�015{standard CA) dertiograph�c�nformation) '-: ` '
' � ; :.' . ;: ` '• .from. wsitors: to our websiteg �such;;as
- '' info�ination you pro�itle oni�ne'by wmpteting _
:, , ,. : ;; . ., nd'cookies")
- , form3 sde v�sit;data a _ �
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� 5hnrmg'oP Hcaith:.Informritwn 1Ne`�van't s}iare
' . .. _,' , .. , .' ' , :
V }bur�l�eal[h �riformaUon, 'unless sucli shar�ng'is
° .perm`itted;or r�quued hy lu« .For a description of how
° �, : ' _ sye sh�re �our heaitli►nform'a"tion lease contact;our t
y P
; :, ,Pnvaey Ofiicer at tlie address rio�ed hefo�v - °
- - - �,�
Sharmg lnformat�on rvill�Other P�rtics You may
perm�t us ip share youX mformauan�vidl;.other parties
` Your�ni'Qrmanan may be sha'red u�thouC:yoor consent \
� - ' av�th our at�liates and otfier;tliud;ga�iics�f permitted -
' - `tiy law'.:Wc do not�sharayour infonnauon for�any
_ purpose iliat rcquires;nrt apt iri or opt our:
Our affiliafis are':listed and`iacludes ibuc ore'not -
�limued iq•;our broket dealcrs and our:krust company
,Your mfoimatwn'mav bg'sliared to serve,you better or
to mal�e rt;easier for;pau to do�busmess with us -
'' N�s muy also share_yaur uiformanon;wilh vend"ors r
�. : . ' an
� d financial mst�tut�on5 ,Vendors perfomi senices
.
fbr us sucl� as prqcessmg transactions Financial
: ,-: �; : , . ..
•. . -; msdtut�nds such as banhs haVe mart�elin�agreements
' ,; -, ; : `; �v�d� us :We hav�'a�reements tiv�d� ;these parfies
_ requirmb°_tliem ta��protect-the privncy ot`;;your
'�nformaaon They;_arc not ,allo�reci,•..to vse: the
"informs►tian odier than as s�eclfied or•permitted:by
` la�v -
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Other d�sciosures t{i�t mny be made ivithout your
conscnt�include.. ,- -
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K•� To detecf or prevent fraud & oTher cnmmal
,actwity,
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; � Tn a medical professional fof eligibiltty or audit ,'
Purposes,
_ �'• In response to::a question from a govemment
agency ,
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`� F % �' ; '�+ For purposes ntherwisejpermittecl;or requ'ired ` '
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_ by;(aw, �
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In re'sponse to a subpoena or court order
- �,+ To: a_group :'poiicy holder to�report claims
exp'e�ience.or for an audit,
,., , .,
• In connectioq innth a sale or me�ge�of all;or
•;- = `� � part of ourbusjness "-
'�.• To a"_government agency to determine y�our
- e�igibility foC benefits(hey may have to pay for
, ,.. ; i �• To.a;;peer review committee ta,evaluate'a -
.medical professional _
- '� To a" cert�fica.te holder or poliryhoider;to
.
- provide inforrnat�on about the Status of: a
- - _ ; r tran3acNon , ` �
- ` ;Qur frcutment oi'7nformSLon abqut
Fnrmer CuStomers: [f ou'r;relat�onship
e"nds wc)sill not s6ure�aur infarmaaan =
. ; , wrth
, : thirdi partics,`except as tlu ,latv.
; requircs Or petm�ts
tY
- _ Access to`InformAtian You inay�ccess - _
� your informahon by:submrttirig a�vriltep
: � , r,equest itiat'describes t6e�nfom�auon 1�Ve
tvill respond w�thm-3Q business duys ar as � -
,,; "` reqwred by state la�v Our cesponce wilt _
,,:: e�plam 1he,nnturc and substance of tlie
' _ uiPormanoii;on recor�. 1Ve aiili �dentify
if recordcd; tha parEies ne "shamd�;yaur
� ' ; , �
„ . ,- in£qrmation�vath o"ve�the last2 years
•�
Rigl►t to'.:Correct,-�Amencl.`or Aeintc
Informntinn You'map su6mit a wntten
; � ; request ta us[a cortect amend or delete - _
� � .' � � �,; .. ��. .
any�nfami5tion m opr mcords We�vi11
respond to��ou�tcquest�v�thm 30 busmess
` � days or us reqwred b}��tate la�ti: : 4
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IF�e ngrc�;to�our request we:tivilt natif�'
' , , , you tn tvritma. �Ve iv�il providc ti�c
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corzected:itifornmuon to any,person you
: . ;
: ideaGfj tGut has received the i�format�pn
�:: ' = ;' ` ►p ilte l�.st:2�curs �itd to an}� msurancc
.' ' :'` " - . �:_ repomng :ar�anii�uon ,�e..:may liave -
prov�ded the�nforniatio�to over thc last 7
y.ears If�ve refu5e your rcques�,tiye will �
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ei.pllm why and younvill huve;:ttie nsht[v ,
' ,. ;� , �
„ . ,. ,fle a statcoient of di,sagreement:
We reserve,t(ae right,,to revise;dns pohoy -
,`asneedc.d::ICahan'�e'sare madc;:�ve U send "„
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• yoti a revised notice:-and�posc the. netv'�- ° :
� , - policy on.` -thc `�vtiv�v.ercauvcst.com ,
• r��ebsiic.
. � . Cliicf Privacy�Officer. �
� Grwt-West LiFe �� :Annuiq��;l8surance .
' . . 'Company .
' ` '8535'Gast archard Road � .
. Green��•ood Villa�e;CO 8011 I -
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� . : Schedule of Seroices „ �
, .� .. . .:._ . .
, . - -
� :. � Servtces:piovided by`Empower ' -
` ` 'A R"ecordkeeping,Seniices .: ' -
� Core Services -
.
The followmg services are:core reco'rdke,eping and commurncation services available to
;,. '•' , -.
,.�all pians ', :.� .
,�Impleme»tation Services:: . _
,E�owe�virill'provide tiie followinq con"version senrice5 drior to the�receiat of
� „ . _':assets:
� - . • .-Gattiering iriitial'plan information;.-. .
.; ord.
Co inatin : v r '
con e sion:asse f"
ts rom a r or s rvice� rov`
9 i .e. ider
' , , .'
. .,
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� ,�Reconcilin °' ian assets '` .
� ..,., 9 P.. . �;
� - . ,.- Loading records onto fhe reco�dkeeping system;and
,'� • -Assisfi�g Employer's,payroll office,or payroll vendo�to process the next'� �
' - - • :scheduled payroll to Empower on.or:after the implementation period. .
, ' • �Provide sample,plan documents
Implementation Perlod: ' - � � ,
. ;:. , < .Existing Plan • . , • ;; . ,� . .
. ` '�4n existmg Employer Plan_that is convertmg to Empowerwill be sub�ect to`an
� - impiementation period to facilitate the;moverrient of Partic�pant,Aiternate Payee and ' ',
, ` Beneficiary records and Plan asseCs from the'_pnor record keepe�and(ortrustee to
`Empowec. : , . . . . ,
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; : ` .BlackoufNotice;Servlces: -: .
.-. .. Initial_Blackout Notices:�, . ; , �
�'.�Elnpower will assist'in ttie`preparatrori;of the•initial transition�biackout notice and will:
� � provide ttie,tilackout notice to the Employer for d�stnbutiort:to Particlpants,Altemate ..`
� Payees and 6eneficiaries,as requested-by:tt(e Employer,A"B�ackout Period is :
. definedas any.period;of more than three consecutive�Business Days du�ing which the
�i � �- �, � - _ . �
;. , .
� • P„articipaAf,Beneficiaries a�d Altemate Payees are�prohibited or restricted.from� -
exercising certa'in othenrrise available nghfs,such a"s diiec£ing,investment of thei�:
� accounfs,obtaining°Ioens ormaking distributions.The terin."Business�Day":is defined "
• ;as any day,and only for asmany hours as;.the-New York Stock Exchange,is.open:= ,
Du�i t e im e'
. . n h I m e n t a t i o n e n o d E m l o e�' ' r
s n o r e c o d e e ,
k ers,i "r r
9
r m o e r e o rt i n
. . , ' ` ..
-.
. P . P P Y,. P _ ,A.. A P., R.:,.9
��.or(ncomplete tian,sferred records mayampact:the blackout peciod end date.;$uch an
- irilpact may cause an`exEension of the biackout period;�resufting in a,second nofice: ,� _ '. ,
. • -`Empower.may agree,to provide this`additional blackout notice�if the parties agreein'
wnting: . ,
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,. .,,: ; , ., - ,
�'Future Biackout Notices: _ ' • ,' ,
• If,'mutualiy agreed to in writing Empowec may provide 6lackouE notices±to tfie Employer �
I for d�stnbution fo Participants,Altemate�Payees and Beneficiacies fior.fund or other.-
. , ; .
_ :,.. .
ongoing plan�changes that r'esuft in.=:a'period of.more than three.(3)consecutive '�
,, Busines5'Dayswhere the Pa�icipanY AlEemate Payee and Benefi,ciary a�e restricfed �
� from exercising cerfain,othe[wise a52ilab(e rights such as di[ecting investments of the�c �
'. • .,= accounts,�obtaining Ioans or taking d'istributions... � �
. , �23 - , - . .
: ;; , . . EsfablishmeniofAccounts ;;' � -
� �:1 Participant Accounts: . ' � �
a: =Pamapant accounts shall be estab(ished antl'maintained foreach Empioyer
` ``` ` � � �;: approved new enrollee and`;each e[nployee or'forrrierempioyee;with a:=
� ' balance in ttie:plan("Participant").Each ParticipanPs account record shall�. �
�i � � ,consist of.tfie ParticipanYs name,'Social 5ecurify number("SSN"),mailirig•.
, _ address;,date of bi�th,and any-such other'information;asrequired,from,tirtie �
r �_,to time for proyision of seruices to Ehe Plan `
, ���� , � -
6:..-On and-after t e c i '
h re e tofassets Em we�shallmainta •a "�� r .
P , Fo
ur reco d of each ,
' , Partici an' inv -
ts estment
o tion allocation and ransaction r�
t eceived in ood
P P. g •
. , order to the'recordkeeping system�.includmg:: �._=_' �
� . _ ,: , ... .. ':`. , -
p) , CuRent and histoncal`investmenf:aitocations and percentages for ;
,;each available'investment option;:''._ ' • `
�. - �; . . ." (ii): , .Gurrent account balances of eacli`P.articipant+n each available .
' _ :� investment oplion and:money source .
�
' - ' ` (di) -;� An;accounbng'of each transacdon ma8e to each available '
: - .
- �'nvestment-option and money source: , -.. .
c '.Empower'shall provide each PaRicipant with access to,his or he�account "
`� . • ,,and,investment informat�on;via a INeb siie the voice respanse°un[t(VRU-") �
' - .. � .' ';and the Client Service Cen,ter toll=free telephone-;number:Participants may, '
� ` use these}service5 to change aflocafions of.future:deferrals�and/or initiate .
� . . �-_
' "transfers between and among investrrienYoptions,available Gntler the - -
-Plan(s); _
d.. Empower�shall send each Participant:a quarterly_account statement in� �
' Empower's standard formaE.Participants wilt have the option to_access: . . .
. statements via the;Online`File,Cabinet�on.the.participant Web site: "
Participant statements wilf not be mailed to Participants electing to receive
their statetnents�onhne Paificip9nt.slatemenEs=Will be mailed to'those -
~ : Participarits�vho do not sPecifically elecE to access their statement via the
� VVeb,site:'Farticipants may;charige their.stafement detivery`election,at any ' . � �
- • time. ,
,.
�`Additionatly confirrnaUon will be.proVided of every comptetetl change �°
- . . requested by a ParticipanC Participants will al5o:have access to their account `
activity via the,VRII and th'e'Web.site. ' -
; , e:, If applicable.Empowerwill include.�vestmg�nformation on Part�c�pant �
.statements provided that Employer prowtles,Erripowe�with all uesting . '
- informafion teguired_under,applicable law . `� �
2. . Alte[nate Payoe,Accounts . . � ` - �
_ ' If the Ptan accepts Qualified Dome5Cic Relations Orders("QDROs);Employer',' ,
� �fieretiy instnicts Empower to complete an administrative:reviewof all Employer-.
approv_ed QDROs'submitted on or'after the.:Effective Date of this Agreement to�. .
. .• _
;: ':, �,ensure that Empowec.can determine.the amount of.the Alfemate Payee's award, - ,
� .:mailing add�essand;SSN:lf elecfed;;6y;�the Alte,rnate Payee;ig.good order and in a'
,_'mannersaUsfactoty to Empower;an Altemate.Payee account wifl be e'sfablishetl�
� .� pursuant to the�terms of the QDRO,•the Flan,ERISti,and%r Code requirements in •
� effect�on the.date of-account estatilishment.�
. 3 _"Benefi.ciary Accounts
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{ If elected by the Benefiaary(ies}in good order and in a manner:sahsfactpry b
`` Empower EmpowerNvilt estabhsh a',Beneficiary acco�nt.pursuant2o the'terms of;the
Ptat� and/orCode requir'ements in effect�on>the date`�of�s{ablishmenE �
Contrlbu2�on Processing � ,,� ;: . ' �
Coritnbut�ons sent direc8y via the PSC and processed by 12 OO�Midrnght Mountam Time
will:be allocated effective ihe.next 8usiriess Day:(at that Business Day s uniE'value) .�
Empoyver,may allo�i�other contnbution inethod's wh�ch may reqwce`different timing : .
EmpoWer will provide;addi4onal tnformation upon request • . , ` ' -
frt ttie event:that a Partuapant has not affirmatrvely elected an►nvestment allocation, _, '
. Erriployer irsstructs Empower to allocate+to a default fund(s}chose�by the Employec;
,. _ _
, ... ;.
��� - F;.
Dlstnbutions and Forfettures: ' -
� Empower will create and mamtain a record of any distnbution mcluding the distnbut�on ' i_'
reason from the Plan made with respeef to eacf�,Payee if apphcatile Empower will .
_ provide a Code§402(f�Nofice:of Special 7ax Rules on DisUibutions to the Rayee atUie
;: ;
time of d�stntiufion Un[ess otherw�se agreed to in wribng:�mpower�s not respons�bt�;for •
;: ; ,issuing any:other Pailicwpant'i4lter�ate P.ayee or;Beneficiary nofice`requ�red by tha .;
Codeas applicable Distnbut�ons w�il be�made uuit(tin two(2)Business Oays�f Empower
. .
- receives instruct�ons in good,order
, .
� - 't
�><_ � ; 1 Partici ant Distributions' -; �
- , p Y -
;Empowe�will make d�stribu�ons to 1?arGcipants pursuant to the;Employ�rs and :;
":Participant s distribut�o�requests'received iq good order �
r _ 2 Altemate Payee.D�stributions t
;Upon receipt 6y Empower of an Aitemate Payee s distnbut�on�request in;good order
' X ;and�n a,manner saf�sfactory to Empower and completion oP a'.QORO.administrabve
review discussed�bove,,Empower shalt progess a dist�ibufion'`pursuant to`the te�ms
: , ,,:of the QDRO the Pfan and;Ehe Code requ�rements as apphcatile and�n effect_on-ihe •
�'date of;fhe distribut�on�Employer instru'cts Empower to`deterriiine tlie amount due.to
:
'_ ' the Altemate Payeebased sole}y on;the account�ecords on'Eriipowe�s;:
, ''reco�dkeeping system - i
' x 1.
: .: .�; .'. .,�;,: �;i -,. �.•.
:� ; t . 3 .` Beneficiary Distri6udons- ' ,'
'Employer mstructs Empower to payrthe cla�mant bsted:on the Death Benefit Claim <
fomt signed by the Employer unless;the[e ia a confl�ct,between the designation on�file < <-
�with'Empowerand fhe claimant hstetl on the Death 9�nefit Claim fotm.;in ihe event a :
, of a conflict the Errmployef will determme whieh Benefic�ary designatiDn will confrui:
3 ' .F
� �
4 Forfelfure Processmg
' ' : �
, , <
:ff applicabte Empower v�nl�:calculate;forfeiture amounfs based u`pon the Par�apant s
_ �vesGng and wdl place the forfe�tu�e amounts;in a separate Plan account;as instructed ' _
, ; } � _by the Employer;; , .;.i
� - ` `, �
5 Rarticipant Term�nation Services : ; �
if the seNices descn6ed'm:this subsecUon are;avaitable to the.Emptoyer by Empower
` 3 "and rf ti�e Plan proGides for,de minirrils Pa�cipant accounts to tie disfn6uEed after�:
�; '.
kerm�nation,then the Employer�nstructs Empower to d�stnbute communication
, matenal to the terminated`ParUc�pantinforming them ofi;their dist�ibut�oR opt�ons Such r '
:informadon includes corrimunicatmg;to the Patticipant_that�f he/5he does{not take;a • �
,distribuUon of the account#hat ikwtll'tie automaticaUy rolled ov.er into the::EmpCoyer;_
elected de m�nimis�(RA Employer�Iso mstructs Empower ro automatically roll any-=
� �
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�. ': monies remaining,in the.Plan aftec a certain�penod of.time followiog these
communications to#h'e rolloverprovider-selecfed'by the:Employer
,,. � . . :.. :
-..,, � _ .: : ,, .
; Employer:permits'Empower.#o send.'oat commurncation matenal to terminated
' � participants infoiming them'of their distritiutipn op6onr Ttiese;insCructions'may .
.. include,information on hoav participants can.leam about IRA�oliover.•opporturnties.:(n
the evenf'a.Participantwants to eithercantribute o�roll`over to amIRA,,'an:IRA�product �
- �may be rtiade avaifable.Employer here6y authorizes Erripower to direcfly'contact , '
; terminated p"articipants=solely to communicate the available IRA producG: ` �
' ' Transfers:'. '' � � ,. . .
�; . . ,., , : -
:. , <; Pact�cipant,Aitemate`Payee and Beneficiary-initiated transferswill be proces.sed ancl:
,...
.,
. , �. -__., effective the=6usiness Day they are_�eceived at Empower's h'ome'office,if received • ` ;;
° hefore the close ofthe'New York S(ock-Ezchange(typically 4:00 p:m�Eas4ern..�ine or':. . "
such ea�ilectime as may haveto be�mplemented to comply,with any applicable futu�e
• . law,rule or,"�egulafion)�.If transfers are ieceived af EmpoWer's.home office after:the close of " , . `
. ,.,
,. .., . - _..
, .
`ihe New York`Stock Exchange;fransfers will be proressed and be effective the next = -: �:
� � . :°, � . Busi.ness�Day(or such:earliertime as may have to be;impie.menfed to compl'y'with`any :
� appltcabie.future law,°rufe or�regulat�on):: � , , �
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• �� Taz;RepoKing,ofDistN6uGons "- � ` - �
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� 1 :Eitlployer appomts Empower as its;�gent to.�perform income tax;withholding and :,
;:leporting.for all Payee disEributions and agrees to,provide.all necessary information
� needed by Empower to_pertorm these serVices �. ' - , �
- 2 �.'Empower shall de'posit:the:incort�e tax withheld with the 1nfe�nal Reven,"ue.Service .
. `(°IRS")and otherappropriate govemmental entities ori:or,6efore the applicatile.due. � ,
datesforsuch renirttances:, - .
� ,,.i.:,
3 �Empower will comptete`-necessary tax reporting forms for Payee disinbutions,.fle the '
. ; , taz reporti�g forins with:the.IRS an8 send copies to the Payee..= " ' -
.:,.,- .
� Plan Loans:. - . -
. . , , .
Empowe�wili process:ParUcipant account reduction loans repaid.by pay(oll,deduc6on'
.pursuant to the Plan's:ioan:policy and"Empower's loan procetlure5,as amencled f[oin_
_ bme fo time.Empioyer agrees ta provide.an;authonzatioi��for all Pait�cipant`loan• � ,
, ,requests: . . �.. . '
-". � Ongofng Plan Resources' ' '
1. .•Empower will:provide.th'e Employ`er;access to Plan mformation and electronic � ,
. ''approval capabilities<via the PSC. . � _ '
. ;.. , .. .. , .
, .,. . .._
. 2.-`Empowerwill provide the�Erriployeraccess to a Plan'Seniices RepresenCative for.
� , '.'assistance;with plan'Guestions: � � : -
� 3. - Empovuer shall:proyide;periodlc Employer Plan Reports'in Empower`s 5ta�dard _ �;;.
-format: - . - � -
_ �; : , Communicetron aRd:;Educatlon '.: ' ,
. , _
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' � 1 -,SCandard forms;not�'ces'and other information necessa'ry fortlie service provided ro
-. , _ - _ . .• . _ . .
, ..;
- the Planwill be p�ovided to Employer and to,Participants;via the PSG andlor through -
' ! • ;;enrollmentmeeting5 , �
�_ 2: ,',Ongo(ng retirement'planning education and disfibutio`n�counseling may;be made-. � �
.:
�available to Participants by Empower or:an aFflliate.'1Nhere a Participant'tivants to_.
� >,- � -
' '., ;eittiercontribute:or roll over to an IRF1 an IRA product may,be made available 6y.
�Empower or its affihate. Where a Paiticipant[eguests;via a recorded felephone call :
�a6: .
. with.Empower,to roil as§ets into the Plan from a previous employePs plan,_Employer
'.tnsfructs and app�oves,Empowe�to assist the Participant in completing such;rollover
':,without Employec's signatu�e or.approval,:.provided the:Plan�,petmifs such rollovers
�The recordkeeper oFthe,previous erriptaye�s plan may.stitl requue Empfiqyer's
� ;s�gnatute or approval to complete the_rollover. '
. -` . ;- Disc/osure Services:� �
^1::� RIan-Level Disclosures=Employer acknowledges that�Einpower will provide°�equired
' sfee and other disclosures under.ERISA section 408(b,)(2}and correspontl�ng •. "�
, . .
regulations electronically"via the PSC or.such other electronic means;as may be
. ;`designated by Einpower from time to time: Emp►oyer agrees'to'ensure'thaf tfiere is
'ataH times a person wfio is able aod authorized to access ihe disclosure on:`
,Employer's behalf.';:Empower wilf notify such person:wheri`disciosures become.. -
'' available to view on tfie PSC •, ° `
, . .. . .
. ' : B.: Elec#tve Service5 ,;. ;.. � ,. .
7fie'folfowing elective services are available upon Employet meeting certain, '
. requirements.Additional fees.may apply: .,_
1.El�gibility Determinat(on .
Employer c�n=iostructEmpower`to calculate Pa�ticipant eligibility based on;, . -
: , . . ' , . Empioyer's instructions.as to ttie Plan's eligibility'requirerr�ents Employer :. :
' � instructs Empower to re�ect the;enPollment of any Participant determined to be� , �
� ineligible.-For each ineligible iietermination;Employec instructs Ecnpower.to notify
, the Participant;to contact the<Empioyer if he or she wishes to appeaCfhe,. . � .
- . ;,�determination._,'' � � "
:. , „ : , , ., . .
2:Onl�ne:Enrollment''.
- � , ' Employer'can.instruct and authonze�.Empower to.aUowonline Participant . � �
- - �. :enrollment.Employeainstru'cts Empower to i.ssue.a Personal IdenGficaEion . - �
� - ' 'Number('PIN"),to'every eligible einployee,allawing.enrollment-in the Flan , _ .
� throogh the We6.site,. - : .
,< �
3:Automatic Enrolim'Qnt
�.. .Empower can-per[orm automafic enrollment and defe�ral increase services;.and ,
� :create and rrtail'lnitial and annual automatic enroliment notices„as elec.ted by .
� 'Employe�in good order and in.a form acceptabie to Empov+ier, _
4;De�e►ral Processing . � �
; Employer can:,'instruct and authonze Empower to;prov�de:for deferral processing
_ . by the Emplayer via,ttie Web sife Participants may access the Web�siie to input ° ,
- ° tlie.requiredpagioll defenal,amountlpe�centage information'Employer=
acknowledgesthat the Deferral�Processi�g service;.described in this5ec6on shall
: = . . onfy 6e.available:aa long as Empower,is the sole[ecord keeper.forthe;Flan.,. ..
' �� ` If Employer uses Empower s Autamatic Enrollmeot senrices,Deferral,Ptocessing
. . .. , . . .
.
; , ,:. . ; �;does not require separate election �, , �;
.' 6:-Vesting Services:.:; . � �
Employer needsto provide Empower all information necessary to perfomi�.. �
_- ti i :
, -. ves n s rv c s;E lo e he b . tru s a a� hor¢ ow r .
.. ,. ' ` .
-.. . ,. : g. e e, .,mp y,r. re y ms ct ntl ut ,es Emp , e to
, ,... -. . . . • _..z �, ,.:
: ; ,
- �� , . ar ' Maintain each Participant s Vesting percentage on;Empotiver's ,
, - - recordkeeping system:>' ' : _.
; ' - ?7: ` �
.. , � ' " . . , , 1
6., Dispiay 4tie Participant's.vested account balance on the quarte�ly� � .
- " - . --statements;and: '. - �
, . c . �_ . Calculafe and.process uvithdrawals antl/or:loans;according;to ihe.Jesfed "
percentage. .' : ,
- T Loan Approval ; :
". Empioyer can mstruct and autfioiize.Empouver to process,.withourEmp(oyer
, approval Participant loan requests submittetl m a i)�anner acceptable to� •
Empower If the Planis sub�ect<to spousal consent requirements loarts.may only �.
,be initiated by'paper farms and,nof oniine or:by VRU:�Empioyeragrees to � � � ' .
, specifical►y authorize each principal;resitlence loan request: _ � •
� ' � " B.:Distri6ution Processing Other than':for'Death orDisability -
. Empioyer can'.instruct and auttionze.Empower'to process,without Employer • =
_ approvai,Particfpant requests fo�distritiubon clue;to.severance�of emplayment
forany reason;otherthan iiisability_o�death receivetl in good order and"in a �
_ rrianrier acceptable to:Empower.if-Employer does:not provide the PaAicipant's '
termination date or othecrequired in(ormation Efnployer instructs,Ettipowerto
, . - rouEe the.request ko Empioyer fo�approval before p[ocessirig the disfribution,, -
� � 9.M-Seruice Distrib'utions at,Age 59'/�{fo�401(k)and,40A{a)Pians Oniy)- �
� Employer can,instruct and authonze Empower to'process,witfiout Employe� � F
approvai;Participant age 59%:in=service dist�ibution requests received,in good . " .
�,
"order,antl m a man�eracceptable to';Empawe�.,�f the Pa[ticipanYs.birth d"ate . � �
., ,; . � . .. _ .
mformation;`has not been provided,or if there is a tliscrepancy.between the binh
date on'the system and the birtfi date on.ttie forrn,Eiripowe�is;instructed to rely �
,.
. on tlie.birth date-specified by fhe Psrticipanf on tbe farm. �
�:: . . , .
.
. . ,.
_ . � .
�, , '. 10.Voluntary!n;$ervico DeMinimus Distributions(for:Governmenta14S7{b).Plans . '
..
, . . , , , .
OnIY). -. ,.. . �
EmPloyer can`instrucf and authonze Empower to pracess;witqout Employer_,
� . approval,Participant initiated DeMinimus distribu6on requests received irrgood. "
order and in a manner-acceptaple to Empower:If.vesting is applicable and the"
Participant's liirth date information fias not been p�ovided:or�f there,is a�; _ _
: " ' disc�epancy behireen ihe birth date on the system and the birth.date on the form,
- . �. Empower is.iostructed.to rely on Ehe.birth tlate specified by the Participant on;the - �
. .: '';": , �� , ..; form.. '.
,- 11._Aatomated Mandatory Distributions(De,Minimis) �
� 'Empower can per£o�m automated mandatory dist�ibutions of=smail account . �
„� , ,' balances,as.`elected.by,Employer in good,o[der and'in a form acceptable t.o-: �
Empov�er . _ . _. . ,
,., ry .
�.. . . - . . -: ., ... . -
-`: . .. 12.BeneTicia Recortl Keeping '
=. ; _ ,
IfEmpowet:is,and remains ttie.sole;�ecord keeper.for;kfie Plan during the term of
thi.sAgreement,•Employer can instruct and�authorize Empower,to accept; - , "
.. maintain and fle;withouf Employers signature $eneficiary Designatton..forms
�received by Empower�in,go�d,o�dec and in a manner acceptabte to Empowec
' •� ' ;Upon request,;Erimpioyeragrees'to provide Einpow,,erwith any and all''8eneficiery
: � , ' informaUon fited with the Plan;tiy fhe Participant prior.-to.the Effectiv,e:pate of th�5 .
°;_ AgreemenG ;,� ; ' � � -
� 1f the spousal consent rules appiy,frtiployer shall provide Empowet with .
, insfructions as.fo the portion of 4he Participant account.forwhich;a Beneficiary '�_ •
. . ,:: : .. .: :
, 2.8 -
�
;
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may be designated w�thout spousal consent under;ihe Plan.Emptoyer mstructs
Empower to refy on th�'mantat status specified b,y�he Participant tin,tF�e
` � ' Benefiaary QesignaGoti form a�d fo obtain spousai consent;when appUcable.
�F3�Prospectus Delivery �s ,
�
,
.. , .
,. . ,.. . _.: :;
r , Employer ca�'�nstruct and authonze Emjiower to p�cvide prospectuses to � f '
_ Participants via the Web site(i#�elected by the paitiapant)fo�each investment �
, ,
option chosen�by the FartiCiparif: T _
- 14 Investment Advispry Related Services - ,
. ..
,
: , - _ _ ,:_
.: � .,_
� ,. -
If the Empioyer meets_the retevant underwnt�ng antl other�equirerrtents Advised
As'sets Graup;:LLC(AAG j a federally registered�investment adviser and-whoily
,..
' � -:_ _ ,ary of Empower,`may offer fund performance_data arldlar similar `
...
'' �' ;; services re arding�the investmentopt�ons:in the PlaRthrough the Pfans
_ ov�ned subsid
' 9
,. . .;
- recordkeeping;and adtmnistraGv,e relat�onsh�p with;Empower
« ,: - .
AAG�may separateiy offe�Rea(rty Investing�Advisory Services(Onl�ne
Investment Gurdance,ONine investment Adv�ca and Managed Accaunt service)
� •�� : ° to:the Participants in the Plan through the:Pian's recordkeep��g and`
_ administrative•relationship witFi.Empower;:Empinyer may,(nstruct AAG to make
. ` � ; Realiry iqvesting services avaUable to Rlan Rarncipants in accordance with the
' � :�:.terms and cond�tions of the Reality lnvesfing ABwsary Secvices Agreement '
-,�
between AAGand Employer ;: -
- ;_� ` , , �
,. ; •
, : ; '
Speclal/nvestmont Optlons t
. ; ; ,;; ,'�' ,.
_ 4 Seif Direcfed Brokerage Accounts . �
- Employer ca��choose fo offera.self-directed brokerage npUon(Sa8") Employer
agrees to complete and�execute;all documenfs required to.acbvate the SDB:-� j .
3 L=ifelnsu�ance ,�:: '�� �
- i
IF at the time of conversion the:Pian has:exlst�ng,.life msurance polfcies limited
services may.6e av.ailabte as descnbed'in'EcnpoweYs life insurance:guitleltnes
and-policies,as updafed from time to t�me; If Empoveer defermmes;fhet such.;:
serv�ces wiil be offered;EmpowQr wil)remit insurance premiums to Elis apphcable ,
hfe insurance.provideF pursuantfo Employer s msfructions as to the timmg and
manner of preinium rem�ttance `Employer may be required=to retaiq`a third pa,tty "�
s administratortoyperFortn certa�n;compiiahce and"oth�r services Lafe.;insuran�e
- � carinot be added to an"existing�Plan,:Additional fees may;appry
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'.�,►Y—�.
EMP
OWER
GREAT-WEST LIFE&ANNUITY INSURANCE COMPANY
RECORDKEEPING SERVICES AGREEMENT ADDENDUM FOR
457(b)PLAN ENHANCED PLAN SERVICES
This Addendum to the Recordkeeping Service Agreement entered into between Empower and
Employer describes certain services under which Empa�ver will process Participant requests
without obtaming additional Employer s�gnatures or other specdic approvals. In dang so,
Empower will not exercise any fiduGary authonty or make any discretionary detertninations.
Rather,this Addendum will act as a one-time instruction and approval by Employer for Empower
to process all Partidpant requests that meet the stated cntena. In addition,Employer,and not
Empower,is responsible for reviewing the Plan document to ensure compatibility with the
services described in this Addendum.
In order to receive the services detailed in this Addendum,Emp�oyer must utilize the PSC and
must provide all necessary information via an eledronic payroll file. Employer must also provlde
any additional information or instructions as required by,and in a fortn acceptaWe to, Empower.
In addition,in most cases.Empower must be the sole recordkeeper for the Plan. Serv�ces that
�nvolve the processing of distributions to PartiCipants are not available if the Plan includes
oJSA/QPSA provisions.If at any time Employer dces not meet these general requirements,or
dces not meet the spec�c requirements of any service descnbed in this Addendum,Empower
will not be required to continue to provide such service.
Employer may elect one or more services by checking the corresponding boxes on the Enhanced
Plan Services Election Form. Some services may have a conesponding fee;for further
information,please refer to your Fee Schedute.
1. Eligibility Determination Enrollment
Employer hereby instructs Empower to calculate Participant eligibility based on Employer's
instructions as to the Pla�'s eligibility requirements and on the Participant information
provided by Empioyer. Employer instructs Empower to reject the enrollment of any
Participant detertnined to be ineligible. For each ineligible determinaGon,Employer instructs
Empower to notify the Participant to contact Employer rf he or she wishes to appeal the
determinatian. Employer agrees to notrfy Empower at least thirty(30)days prior to any
change in the Plan's eligibility requirements. Empower may discontinue this service if the
Plan's new eligibiGty requirements are incompatible with Empower's requirements.
2. Online Enrollment
Employer hereby instructs and authorizes Empower to allow online enrollment. Once the
electronic payrdl file is transmitted.Employer instructs Empower to issue a Personal
Ident�cation Number to every eligible employee,allowing enrollment in the Plan through the
website.
3. Beneficiary Recorcfkeeping
Employer affirtns that the Plan allows web-initiated beneficiary designations. Employer
hereby instructs and authorizes Empower to accept,mafntain and file,without Employefs
further approval,beneficiary designaUons received by Empower in good order and in a
manner acceptable to Empower- Upon request,Employer agrees to provide Empower with
any and all beneficiary infortnation flled wiM the Plan by Participants prior to the Effective
Date
I
,�._ . , , . �.._
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'���
EMPOWER
Employer shall provide Empower with instructions regarding any Pian reqwrements as to
spousal consent for ben�ciary designations If there are any such requirements, Employer
instructs Empower to rely on the mantal status specified by the Participant on the benefipary
des�gnation form,and to obtain spousal consent,when applicable. If a beneficiary
designation requires spousal consent,such designation may be made only by paper fortn.
Unless Employer qual�es for and has elected the Be�efiaary Confirtnation for Death Benefit
Claims service described below.Employer agrees to review and sign each death benefit
claim form. In the event Employer submits a signed death benefit Gaim form for a Gaimant
other than the beneficiary on file with Empower,if any.Empower will return the form to
Employer for further instructions
4.Defemal Recordkeeping
Employer hereby instructs and authorizes Empower to ailow Participants to update their
deferral elections via the website and vace response unit. Employer must provide initial
deferral amounts for all Participants. Empower will fonward updated deferral information to
Employer according to the schedule elected by Employer
5.Loans
Employer agrees that all loans shall be account reduction loans repaid by payroll deduction
and shail be consistent with the loan policy and the procedures established by Empower
from time to time. Employer instructs and authorizes Empower to process,without further
Employer apprrnal,Participant loan requests submitted through a fortn acceptable to
Empower or through the Participant website. Principal residence loan requests must be
submitted on a paper fortn with supporting dxumentation In order to receive this service,
Employer must also utilize Empower's Vesting service,if the Pian has a vesting schedule. tf
' the Pian requires spousa!consent for loans,the request must be submltted on a paper fortn
6.Vesting
Employer instructs and authonzes Empower to
1.Maintain each ParticipanYs vesting percentage on Empower's recordkeeping system;
2. Display the Participant's vested account balance on the quarterly statements;and
3.Calculate and process withdrawals and/or loans according to the vested perce�tage
on Empower's system.
The Plan's vesting schedule must be a standard graded or cliff schedule. If the Plan uses
actual hours for calculating vesting,Employer must provide a"Years of Service"file to
Empower,and must take all precautions not to duplicate hours on Empower's recordkeeping
system.
7.Distribution Processing tor Severance of Employment or Retirement
Employer hereby instructs and author¢es Empower io process,�nnthout Employer's further
approval,Participant requests for distribution due to severance of employment for any
reason other tha�death or disability,provided such requests are received in good order and
m a manner acceptabie to Empower.
In order to receive this service,Employer must also utilize Empower's Vesting service.A the
Plan has a vesting schedule. K Employer has not provided a ParticipanYs tertnination date
or other required information,Employer instructs Empower to route the request to Employer
for approva!before processing the distribution. For spousal consent purposes,Employer
Rewsani�Sep9.20161�SZPM 2 9B78t-01 VHagsoiTeQuesta
I
-•�►...-
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EMPOWER
instructs Empower to rely on the mantal status spec�fied by the Participant m the request
form.
8. Voluntary In-Service DeMinimus Dist�ibutions(tor Govemmental 457(b)Plans Only)
Employer hereby instructs and authonzes Empower to process,without Empioyer's further
approval.Partiupant requests for vdu�tary in-servlce DeMinimus distnbuGons.provided
such requests are recerved m good order and in a manner eCceptable to Empower
I�order to receive this servfce,Employer must also utl¢e Empower's Vesting service.d the
Plan has a vesting schedule. If Employer has not provided the required info+mation,
Employer instructs Empower to route the request to Employer for approval before
processmg the distribution. For spousal consent purposes.Employer instructs Empower to
rely on Ihe mantal status speufied by the Partiapant in the request form
9.Rsquired Minimum Distributions
Empower wdl provide a not�ce and distributlon fqm to�ch Parliupant attaming age 70'r4 or
older in the current calendar year who has not taken a distribution for the curtent calendar
year The notice i�forms the PaRldpant that required minimum distnbutions must begin no
later than Apnl 1 of the calendar year following the later of age 70 Yz or retirement.
Empower will not initiate such disiribubons,but wil�only process such d�stribuUons upon
receipt of a PartiGpant or Employe�request in good order Each year,Empower Nnll provfde
a report to Employer fis6ng Part�dpants who are age 70'h or dder and whether each has
taken a distnbuhon for the calendar year. In order to receive this servlce,Employer must
also utilize Empower's Vesting service,if the Plan has a vesting schedule
10.Beneficiary Confirtnation fo►Death Benefit Claims
Employer hereby instructs and authorizes Empower to process,without Employer's further
approval,deat�ben�t claim/ortns recerved m good order from benetiaaries under the
Plan. Empower is mstructed to determme a Partiapant's benefidary pursuant to the most
recent benehaary designatlon avadable to Empower If a Partiupant has�ot designated a
benetiaary,or if no designated beneficiary survNes the PaRiapant,Employer mstructs
Empower to forward the claim to Employer to determine the benefidary before processing
the distnbubon
Death benefit Gaim forms submitted without complete infortnation or without a ceRified copy
of the deceased ParticipanYs death certificate or other required documentatwn will not be
processed,and the claimant w111 be notified of the de(iuency. Processmg will continue once
Empwver receives all required trifortnation and documentation in good order Claimants
determined not to be bene(iaa�es will be notfied that the�r Gaims have been re�ected.
Employer shall make detertninabons with respect to any compebng or oMer questionable
death benefit claims.
In order to receive this service,Employer m�st also utilize Empower's bene(iGary
recordkeeping and veshng trackmg services,if applicable.
11. DisMbutlons Due to UMaose�abk Emargencies(fw Govemmental 157(b)Plans with 550.0
Million Assets Only)
Employer hereby instructs and authonzes Empower to process,without Employer's further
approval,all Partiapant requests,receNed in good order and in a manner acceptable to
Empower,for distnbutions due to unforeseeable emergency resulting in a severe finanaal
hardship to the Participant or BenefiGary that cannot be alleviated by any other means
3
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EMPOWER
available to the Partiapant Empower shall oniy process such requests d they meet the safe
harbor defined in the Treasury Regula5ons.as descnbed below Employer further instructs
Empower to rely on any and all representations made by a Part�upant In a request The
following situations shall qualify for a distnbuNon under thfs section
1 An illness or accident of the PaRiapant or Beneflciary. the Participant's or Beneficiary's
spouse, or the ParticipanCs or Beneficfary's dependent(as defined in Code §152, and tor
taxable years beg�nning o�or after January 1.2005.vnthout regard ro§152(b)(1).(b)(2)and
� (d)(�)(B)):
2 Loss of the Partidpanfs or Bene/�ciary's property due to casuairy.
3.The(ollow�ng extraordinary and unfare�eeable circumstances, rf they anse as a result of
events beyond the contrd of the Pardcipant or Benefic�ary:
(1)The imminent foreclosure of or eviction from the Participant's or Beneficiary's pnmary
res�dence:
(2)The need to pay for medica!expenses,induding nonretundable deducGbles,as well as
the cost d prescnption drug medfcation;and
(3)The need to pay for the funerel expenses of a spouse or a dependenf(as defined in
Code §152, and for taxable years beginning on or aker January 1, 2005, without
regard to§152(b)(1).{b)(2)and(d)(1)(B))d Participant or Ben�aary
Except in extraord�nary circumstances.the followmg are examples of sduahons that shaA
NOT quality for a distnbution under this section
t. Purchase of real estate:
2. Payment of college tuition:
� 3 Unpaid rent or mortgage payments, exc�pt in the event of immine�t foredosure or
eviction.
4. Unpaid utility bills;
5. Loan repayme�ts;
6 Personal bankruptcy(except when resulting directly and solely from illness,casualty
bss or other similar extraordinary and urrforeseeable arcumstances beyond the
ParticipanYs or Benefidary's control},
7. Payment oi taxes,interest or penaRies:or
8. Mantal separation or divorce
Employer wiN make determina0ons with respect to any unforeseeable emergency
distnbubo�request that does not dearty fall withm the guide6nes set forth above
In the event of any changes to applicable law,inGuding the safe harbor defined in the
Treasury Regulations,Empower may revise this authonzation and instruction from time to
time and without further notfce to Employer This authorization and instrucdon shall remam
in effect undl revoked by edher party
In order to receive this service, Employer must also ublize Empower's beneflGary
recordkeeping and deferral recordkeeping services.
� For each Partkapant rece�wng an unforeseeable emergency distnbutlon,Plan
Sponsor mstructs Empower to notrfy Employer to suspend elective deferrals tor the period
reqwred by the Plan,if any. Empower is instructed to deny a�y request where the
untoreseeable emergency event occurred pnor to the Effective Date,or more than one year
prior to the date the request is received. Empower may contact Employer for direction when
unusual situations anse For each request that is den�ed or that cannot be processed due to
its falure to sahsfy an unToreseeable emergency evenL Employer instructs Empower to
4
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EMPOWER
notify the Part�Gpant to contact Employer rf the Part�apant v�nshes to appeal the
determina6on.
12.Incoming Rotlovers
Employer mstructs a�d authonzes Empower to accept,without further Empioyer approval,
' Participani requests,from active employees of Employer,For�ncoming rollovers to the Plan
that are recefved m good order and in a fortn acceptable to Empower Employer instructs
Empower to rely on a Participant's ceRfica6on.wdhout further mvestigation or adion by
Empower.that funds being rWled mto the Plan constitute an eligible rdlover disiribution from
an eligible retirement plan within the meaning of Code§402. If other than a direct rollover,
the PaRiapant must certify that the rdlaver is bemg made to the Plan wnthin szty(60)daya
of the date the PaAiupant recerved the d�stnbut�on from the pnor el�gible reGrement plan.
Employer hereby represents that the Plan accepts incoming roilavers from tertninated as
well as actrve employees.
Employer mstructs Empower to re�ect any rotiover request received vnthout proper
documentatio�and to retum any rolbver amounts accompany�ng such request
Employer also mstructs and authorizes Empower to accept PartiGpant requests for incoming
plan-to-plan transfers,if al�owed under the Plan,under the same cnteria as(or rollovers,as
descnbed above.
13.QualiRsd Domestic Ralatans Orders(�DROs)
Employer's approved model fortn of oDRO for the Plan is attached to thls Agreement.
Employer hereby instructs and author¢es Empower to treat as qua6fled each QDRO
recerved by Empower in good order us�ng the model QDRO form,or a fortn that is s�milar m
ali matenal respects to the model QDRO form. Employer instructs Empower to process the
QDRO,without Employer's further approval,by estabiishing a separate account for the
Alternate Payee or making a lump sum distnbution to the Alternate Payee Employer
instructs Empower to send a copy oi each pDRO co�firtnation or re�ection letter to
Employer
Employer further instructs Empower to process,w�thout Employer"s further approval.all
requests,rece�ved in good order and in a manner acceptabie to Empower.for distributio�s
from Altemate Payee accounts established before or after the Effective Date Employer
instructs Empower to calculate any Altemate Payee's QDRO amou�t based soiely on the
Part�cipant's account records on Empowers recordkeepmg system.and to rqect any oDRO
that specifies a valuatlon date pnor to the ENective Date
If the Plan includes a Self Directed Brokerage�SDB)account and ihe Alternate Payee's
awarded share exceeds the va�ue ot the Partapant's core mvestment account�s)under the
Plan,Empower shall noGfy the Partiupant in wnting to liquidate and transfer the necessary
remaining sum from the SDB mto the core investment opdons,to enable the processing of
the QDRO. If the PaRicipant fa�ls to transfer the necessary amount vnthin frfteen(15)
Business Days of the date of the notiticaUon,and if the necessary amount is available In the
SDB money maAcet,Employer instructs Empower to transfer such amount into the
Designated Investrnent Op6on N there are msuHiuent available funds in the SDB money
market,Employer instructs Empower to notify the SDB provlder to liquidate all of the
Part�cipanYs SDB investrnents and to transfer the entlre amount into the Des�gnated
Invastment Option
If the the Plan has exlsting I�Fe insurance and m the event that the sum�all other
Participent assets is msuffident to satisfy a oDRO,Employer mstructs Empower ro mstruct
5
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ar,y ex�si�ng��fe msurar�,ce prov�der uruer the Piar.(e s rrendei ai+or a portion Of the
Part�cipanf s Irfe insurance policy and to transfer the proceeds to Empower tor deposit mto
the ParticipanYs account for subsequent QDRO processmg. The amount of the surre�der
shali be no more than the�nount necessary to satisfy the QDRO
Employer agrees fo make detertninations with respect to wders received that are not
matenally s�m�lar to the model ODRO form!or reasons other thar.inclus�or of a valuatio�
date t��at{�recedes tl:e EtfecUve Date
8y signing the Agreements/Signature Adoptio�Page.Employer agrees to all of the above
provisions for the services elected by Employer on the Enhanced Plan Services Election
Form.
n
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EMPOWER
Employer's approved model fortn of Qualified Domestic Relations Order("�DRO")For IRC
457(b)Plana
This is a Model Qual�ed Domestic Relations Ordar("Model ODRO")that has been preapproved
by Empower for use by the Plan for outsourced Qualified Domestic Relations Order('QDRO')
services. Although tfiis Model QDRO co�ortns�nnth Federal QDRO reqwreme�ts,it may need to
be revised for state andlor local law and/or the specific requirements oi the Plan itself. Further,
the fortnat of the Qualified Domestic Relations Order may vary depending upon the rules of the
court m which the Participant obtams the Danestic Relations Order For these reasons. this
Model QDRO should be used oMy by the Plan after oonsultation with the Ptan's counsel. My
revis�ons to the Model QDRO must be submitted to Empower for approval fa use with our
outsourced QDRO services. Nothing contained in this Model�ORO shall be construed as taz or
legal advice.
It is recommended that a propoaed version of th�s order be submitied to Empower wnth the body
of the order filled in prior to entry of this order for purposes of your obtaining Empower's
preapproval of the proposed order
Proposed and entered orders should be remitted to the Plan Recordkeeper as fdlows:
Great-West Retirement Serv�ces�
P O.Box 173764
Denver,CO 802173764
fax#(866)745-5766
__ .._......COURT. CITY OF _ _,COUNTY OF.. .. ......_.
STATE OF _ _ . ._ _. ..
IN RE THE MARRIAGE OF
No. ..........
Petitioner, )
and )
Respondent pUALiFIED DOMESTIC RELATIONS ORDER
ANO NOW,this day o( ,20_,based on the findings set
forth below,
IT IS HEREBY ORDERED,ADJUDGED AND DECREEO:
1 Parties: The parties hereto were husband and wife,and a divorce action is in this Court
at the above number This Court has persa�al�unsdiction over the parties. The parties
were maRred on and divorced on
2 Participant Informatfon T'he name, last known address, soclal security number a�d
date of brth of the p►an"Partidpant"are:
7
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EMPOWER
a. Name:
b, SSN
c Address.
d Date of Birth
3 Altemate Payee Infortnation The name, last known address, social security number
and date of brth oi the"Altemate Payee'are:
a. Name:
b. SSN:
c Address
d. Date of BiRh:
The Attemate Payee is the PartiGpant's iortner spouse The Altemate Payee shali have
the dury to notify the Plan Adm�nistrator and/or Recordkeeper of any changes in mailing
address subsequent to the entry of this Order
4 Plan Name. The name of the Pian to which thls Order applies is the
Plan,(hereafter referred to as'Plan")
Any changes in the Plan Administrator. Employer, or name d the Plan shall not affed
Altemate Payee's nghts as stipulated under this Order.
5 EHact of this Order as a QuaOfted DomesUc Rslations Order. This Order creates end
recognizes the ex�stence ot an Alternate Payee s right to receive a portion of the
PaRicipanfs benefits payable under an employer-sponsored defined contnbution plan
that is qualdied under Section 401 of the Internal Revenue Code �the "Code"). It is
intended to conshtute a �ua6fied Domestic RelaUons O�der ('�DRO") untter Section
414(p)of the Code
6 Pursuant to State Domsadc Relatlona law: This Order is entered pursuant to the
authonty granted in the applicaWe domestic relations laws of
7 Provisions of Marital Property Rights: Thia Order relates to the provis�on af mant�
property nghts as a result of the Order of Divorce between the PaRicapa�t and the
Alternate Payee
8 Amount ot Ak�mats Payes's Benefit: This Order assigns to the Altemate Payee an
amount equal to(choose either opuon 8A1 or 8A2 below]
8A1 $ of the Partiupant's Total Vested Account Balance under the Pian as
of the date this Order is processed.
OR
8A2 S (dollars and cents)or 96(percent)J of the Partiapant's Total Vested
Account Balance accumulated under the Plan as af (or the
ciosest valuation date thereto). The Alternate Payee's benefit herein awarded shall be
credlted with any Investment mcome(or losses) attnbutable thereon irom the aforesaid
valuaGon date (or the ctosest valuadon date thereto), until the date oi transfe►d the
Altemate Payee's share to the Alternate Payee
(Note to drafting attorney: The Plan's cunent recordkeeper�s not able to detertnine the
value ot the Partiapant's account balance snd any mvestm�t eamings and/or I�ses
prior Eo The parti� wiN need to artive � a dollar figure a
8
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EMPOWER
perCentage ot benef'ds payable to the Altemate Payee as oi a date that�s no eariier than
The Plan's cune�t recordkeeper can determine me account value
and calculate a�y earninga and/or losees from through the date
assets are transferred or distnbuted to the Altemate Payee Keep in mmd that rf you
must ad�ust the valuation date forward and a percenWge is awarded to the Altemate
Payx in this section, you should cons�der whether lo adjust the Aitemate Payee's
awerded peroentage to acCount for any adddionat contribuUons(and any gains/losaes
accrumg thereo�) made by or (w the Participant W the a�ount after the ai9��Y
iMended valuation date.)
Such Total Account Balance shall be determined after the accou�t �s reduced by the
outstanding balance of the Participant's account reduction loan(s), if any, as of the
valuaGon date specHied above, such that the Account Balance ahall not inGude the
outstanding balance of any account reductlon loan(s) as of the v�uation date. The
' obligauon to repay any PardGpant Plan loan(s) irom and aRer the date oi thls Order
rema�ns soiely with the Partidpant Such Total Vested Account Balance shall mGude all
amounts ma�Mained under ali of the vanous accounts andlw sub-accounts established
on behaM of the Parbcipa�t.Induding rdlover and transfer contnbutions
The Alternate Payee's port�on of the benefits descnbed above shall be allocated on a pro
rata basis first from ail o(the core accounts a�d/or core investment options maintained
under the Plan on behalf � the Particfpant other than IHe insurance or Self-Oirected
Brokerage("SDB").rf any. The Plan shall redeem amounts from a Ide insura�ce contract.
ri any,issued for the PaRic�pant under the Pla�only to the e�Rent necessary to obtain the
amourtt that this order awards to the Alternate Payee. If there are a�y SDB investrne�ts.
and if the balance in the core investments �s insufficient to satisfy the �ud�nent.
Part�c�pant must inidate a transfer of the amount needed to satisfy the�udgme�t from the
SD8 into the core investments. If pa�ticipant fails to mitiate such a transfer, or rf the
transfer is insufficient to satisty the jud�nent, one hundred percent(100%)of the SDB
Money Market Fund will be transferred to the core invesVnents If the balance is still
insu�dent ro satisfy the �udgme�t, the entire SDB account may be ��Quidated and
tranaferred to the core mvestments.
Unleas the Altemate Payee elects an immediate tump sum distnbut�on by the Plan at the
tlme Ihis Order is submRted to, and approved by. the Plan, such benehts shail also be
segregated and separately maintained in a nonforfaitable Account(s} established on
behalf ot the Altemate Payee This Account(s)will irntially be esteblished propoRionately
in the same core inveshnent optio�s as the Participant account. Alternate Payee may
make subsequent investment selectfons as and when permitted under the terms of the
Plan Altemate Payee's account shall expenence gams and or bsses accordmg to the
mvestmeM expenence of the lmestrnent opdons in which Altemate Payee's share is
mvested
9 Commencement Oate and Fortn of Payment to Altemate Payee: If the Altemate
Payee so elects on an appropnate form,the benefits shall be pa�d to the Alternate Payee
as soon as administratively teasible following the date this Order is approved as a QDRO
by the Plan Benefits will be payable to the Akernate Payee in any form or permissfble
optio�otherwise ava�Iable to participants under the terms of the Plan,except a jant and
survrvor annwty The Alternate Payee wil� be responsible for paying any appllcable
withdrawal charges imposed under any invesVnent aa:ount(s)with respeCt to his or her
share under the plan
10 Aftomate Payee's Rights and Privileges: On and after the date that this Order is
deemed to be a QDRO,but before the Alternate Payee receives a rotal distribution under
the Plan. the Altemate Payee shatl be entitled to all of the nghts and election prnileges
that are afforded to Plan benefiaanes,induding,but not limited to,the rules regardmg the
9
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EMPOWER
right to designate a beneficiary for death benefR purposes and the nght to direct Plan
investments,only to the extent pertnitted under the provisions of the Plan
11. Death ot Altemate Pays�: In the event of the Alternate Payee's death pnw to receiving
the full amount of benefits ass�gned under this Order and under the be�efit op6on chosen
by the Altemate Payee. such Alternate Payee's beneficiary(ies). as designated on the
appropnate form provded to the Plan w,m the absence of a beneficiary designatwn,the
remainder o( a�y unpaid ben�ts under the tertns af this Order shall be pald in
accordance anth the terms of the Plan.
12 Death oi Participant: Should the Partidpant predecease the Alternate Payee, such
Part�c�panCs death shall in no way aHect the Altemate Payee's nght to the portion of the
benefrts as stipulated herem.
13 Savings Clause: This Order�s not intended,and shall not be construed in such a
manner as to reqwre the Plan:
a. to provide any type or form of benefits or any opUo�not otherw�se prwided
under the Plan:
b to provide increased benefits to the Alternate Payee;
c. to pay a�y ben�ts to the Altemate Payee which are required to be paid to
another altemate payee under another orcler previously determined to he a
QDRO:or
d. to make any payment or take any action whlch is Incons�stent with any federal or
state law,rule,regulation or applicable judidal decision
14. CeRiflcatlon of Necessary Infortnation: All payments made pursuant to this Order
shall be conditioned on the certification by the Alternate Payee and the PartlCipant to the
Plan of such infortnation as the Pla�may reasonably require from such parties.
15. Continu�d Oualified Status of Order: It is the intention of the parUes that this�DRO
con6nue to qualiiy as a QDRO as it may be amended from time to time
16- Tax Treatment of Diatributiona Made Under This Order: For purposes Sectlons
402(a)(1)and 72 of the Code,or any successor Code section, any Alternate Payee who
is the spouse or fortner spouse of the Participant shall be treated as the distributee of any
distnbudo�w payments made to the Atternate Payee under the terms ot this Order.and
as such.will be required to pay the appropnate federal income taxes on such distribution.
17. PaRies Rsaponsibilities in Event of E►ror. In the event that the Plan inadvertently
pays the Partapant any benetds that are ass�gned to the Altemate Payee pursuant to the
tertns of this Order, the Partiapant shall immediately reimburse the Altemate Payee to
the extent that the Participant has received such benefit payments by paying such
amounts directly to the Aftemate Payee within ten(10)days of receipt
In the event that the Plan�nadvertently pays the Altemate Payee any benefits that are to
rema�n the sole property of the Participant pursuant to the terms of this Order, if the
Participant has expenenced a di�nbutable event under the terms d the Plan, the
Altemate Payee shall immediately reimburse the Participant to the extent that the
Altemate Payee has recewed such benefit payments by payfng such amounts directly to
the Participant within ten (10)days oi recelpt If the Participant has not expenenced a
distnbutable event under the terms of the Plan, the Alternate Payee shall immediately
retum such overpayment to the Plan within ten(10)days oi recelpt.
10
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EMPOWER
18 Effect of Plan Termination: In the event of a Plan terminaGon, the Alternate Payee
shall be ent�tled to receive his o► her poAion of the ParticipanCs benefits as stipulated
herem in accordance Wnth the Plan's terminaGon provls�ons for parUcipants and
beneficianes.
19 Contlrtusd Juriadiedon: The Court reteins junsdiction over th�s matter to amead th�s
Order to establish or mamtain ds status as a qualified domestic rela6ons order, as
amended and the onginal Intenl of the parties as stipulated herein. The Court shall also
reta�n�unsd�dlon to enter such further orders as are necessary to enforce the assignment
of benefds to the Attemate Payee as set forth herein
20. Fee A processing fee of $250 00 shall be charged o�e-haH ($125 00) agamst the
Altemate Payee's sharelaccount and one-haN ($125.00} agamst the Partiupant's
remairnng account in the event that the Alternate Payee �s awarded 100% of the
ParticipanYs account balance as of the date this Order is processed pursuant to th�s
Order.the entire process�ng fee shall be charged to the Alternate Payee's accounUshare.
If there are not sufflcient funds m e�fher party's account to pay that party's respective
share of the fee,the difference shall be charged to the other party.
BY THE COURT
_ . .._ _ _ _ ...._ . ..._ .
JUDGE
__ .,... _.. ._. _.._ . _. . _
PetiUoner
_. ....................................
Respondent
II
Ravnv�t Sap 9.10t8152 PM 9l781-01 VAege af i�prW
Enhanced Plan Services �lection Form [for 457(b) PlaosJ
This F.nhancrd Plan Servia:s Elcetion Fortn allo��5 you to ndd indi�•idual serviccs or all of the xn�ccs to��our Plan.Plcase refer m thc Scnicc
Agnrment.WdenJum for leatures ihal may apply to lhe Gnhancul Yl;ui Scrvia:s arrwigement�chcn completing ihis lonu.
�A �PIqn;InfdmwNop;`—:— -: —— . -----.:----— _ _ — -�, — _ �- -. _ - � . _-'
� PlanName VillagaofTequestaDefertcdCompenwtionPlun PlanNumlxr 9R781-01
B'- Election;ForAp�r,oy5C'5ecJices� _ .� - - - - " - - -
❑FJi��h�Ry Determina6an fnroliment -- -- � - -- -
In order to rcoeive diis servia.Emplo�rr must pracide birth dntc,hirc date,n:-hire ciate,terminutian da�e,mid eligibility indiwtar•for r.�ch
emplo�ce on a pa�roll period bnsis
' O Qnline C�rollment
� In oriler to reexive�his servia,8mplo}�'r must provide birth dat�:,:icidress.hirc dnt�,re-hire date,tertnination dute,eli�6ility indicator".
gender`••.salary",and panicipation data For cach emplo}et on a payroll Fi�.vioel b�sis
❑[icneficinn•Reconll:ceping
fn ordzr ro reccive this servim,Emplo�er must provide birth date,addr�s and ntari�al slatus on i�pa}�oll peri�d basis
❑Detcrml Rcconikceping
fn order to rewivc this servicc,Emplo}cr must provide birth dale,addrzss,live darc.re-him date.termination clalr.eligibiliR�indicator.and
pnrticipaUon cL�lc Cor ench emplo�ee on a p�s�roll�n:riod basis
❑Lwns
�, fn order to reccive Ihis servicc.Gmplo�er must provide birth doie,address,hiro date,ro-hirc d;uc,termination datc.and dala to udculate
vcsting•'••for cach cmployee on a payroll period basis
� ❑Vtsting
In order to recrive thu servicc.Emplo�er must provide 6irth date,hire date,rc-hire dme,rermination date,cligihiliry indiuh�or,and Y7'D hours of
= scrvicc OR currem period hours workcd tar each employee an a purToll'period basis b.�scd onyour plan's sct-up
❑Dictrihutionl'rnccvsingfnrScvcmncroCEmploymentorRetircmen[ '
In ordcr to rcacive this service,Gmplo}er must pro��dc birth dutc,addre'ss,hirc dute.re-hin;da�e,tcrmination datc.nnd clata to qlculatc �
��estine•'•'for each cmplo�ee on a�}roll period busis
❑Voluorary(n-ScrviceDeliioimusDistn'6ufionsforGm•ernmenld57(b)Plans
` In order to rerc:ive lhis service,Gmplo}er must provide birth•date,addres's,hirc di�tc,re-hin:J:ite,terminalion clate,and J:111 lU GIICl1Ie�C
vesti o""for cuch employee on a payroll period basis
❑RcquircJ�linifnum Distribidions
= In orcler to rectiive Ihis sen�iac.Gmplo;cr must prnvide 6irth dalc.addnss,hirc datc.re-hire dntc.terminaGon dute.data to calculate vcstine•••'. .
and pnnicipant o�mers ol'S9�or mare for euch employee on a payroll period basis.
❑Iknefici•rry CanSrmafiorrfor Dcath[icncGt Clnims
In order to�eoeive lhis service,Gmployer must also utiliu;Gcea�-Wesi slxnefician•rcrnrdl:ecpin�e and��esting vncldng secviccs if the Plan hai a
vesting schedula ,
i ❑DistributionsUuctoUnforesecablcEmcrgencics(forp4ms�rithS75millianAxssetsOnly)'
y In arderto receive this seryice;Employer mt�st ulso utilize Grent-W�st's beneficiary rewrdkecping nnci deftrml rccurcikeeping scrvices,as wcll
i
as Great-N'cst's vesling tiacking serviu:if tlu.Plan lu�s a vesting schedule..
❑Quulified Domestic Relations Or�ers(QDROs)
. In order to rea:ive Ihis service,Lmplo}cr must also unli7e Greaf-West`s"vestipg tracF:ing service iCthe Plan has a vesting schedule.
❑Incoming Rollovcrs
In order ro receivc dtis service,:Employer must providebirth daic,addre�.hire dnte,re-hire�atc,termin'ation
' date,eligibiliry indicato�,aad:participation date for.cxiekcmplo�ce�n a p;yroll perioJ basis �
' � � '
`Por emplayr.zs in m u�cluded class or employees�vho move from an cacluded closs to on cligiblc class.
`"[f Gmpowar is no[providing eligibiliiy deterininalian servues. � �
+"IFplan has Man3ged Accouuts as defnult or'forplaiis lvith Manased'Accounts electirig tlie Retirement Readincss Rcpori Card
••'•ffapplicable. ' " - . �
By signing4he AgrecmcnLslS,r�natuie Adoption Page,Employer agrces to provide the dnla elements outliried for each elected servis on q payroll,periud
bdsis, ' `
� Re�{sm t:Sep 9.2016 435 PM 98721-01 VYage oltequas�
f3y signine thc Agrcements/Signa[ure Adoption Page.Emplo�Yr at ces io provide the data elemems oudined for each elected xn�im on a pa�roll period
busis.
. -.--�_ _._ __.. __. -
, AutomutieEn�ollmentRequi�emegts.undPlunS�m�sor.Aclinniledgem_ents:'-" - `" -- " ' '
The Plan Sponsor is res�nsi6lc for providing cinta to dctcnnine u�lx�thcr on empbyLc is cligible to panicipatc in the Plan. 'I'he Plan S�nsnr shall submit
an clieibiliry intlicator and p:inicipalion dute as p:ut of lhe PDf file unl�as Seryia l'rovider is providing cliEibility de�ermination scrviccs. lf your Plan
provides for eligibility of less than 64 cL•qs oPsenice.our initial no[icc dclivery service map not comply with thecligi6ilih•provisions.Yoa as Pian
S{wnsar,arc responsible for determininc iFthis servicc is appropriatc for you[.]'lan.
(fan eligible cmployre or panicipant dcxx nat hu��e a valid im�estmcnf clection in pla�r,the Plan Spunsor dirccts Scn•ice providcr to dc�xui�Ihat
individual's defarrals into the dcFault investment option ih5t is seleacd by�he Aulhoriud Plan Administrator.
'Ilie Plan acknowlcdees that Sen�icti Provider«ill providc the applir.ible notices hu+ed on tlu:nws�curreant guidana and inlormation nvailable.Servia:
Provider will mal:e a soal faith e1Tort to rnmply a•ith the notice requirements Thc Plan ha�the option to issuc its o�m naticcs to eligible emplo�ees and
participants.
In the evenl•r Plan hac eligibility requimments that do not allo�v for a rr.�sooable amount oftime for Service Provider[o provide Plan Panicipan�c�vith�hc
proper notice or the Plan other�visc fails tn provide PI¢n Participant�c with lhc proper nolicc.the Plan acknotvltYlges nndacccpL�full responsibility for am�
�ronsequences nf failing ta satisfy the noticc rcquiecment�,including:ury penulti�.
y . : . .._ .,�=.s .�..�2c' .5��+--��`r� Y.'! � 3�,:�.�..`.'`�
�---_ �__ �� .-_, � .Qutsourping�1��ropniScnices(a`Iloy}�c[I on�laa9 H�th�Sl�millinn in ay_sets�un�,nhoye), .� �� . ,_,
Fmpo��er Retircmem offers you a rnmpn�hensive sui�e of Ou�sourcing Appro��I 5en•ioes to reliece yau I'mm snmc of the day-to-clay responsibilities
associated with thc pdministration ofyour Plan. Outsaur�ting Appmval Services provides ynur orpnniintion i��th ad�itional sup�wtt.so}�our lime and
resources can be 6cner clirecled to alher mauers.You can rcly on the n;rnrdkeeping e�pertise ol`Empower Rclir¢ment.
Renefician�Confirmation(ForDcath Qenefit Clnims)-Gmpo�eer Retirement appro���.,tlie beneticiarv tor death claims,and pro�rssu dcruh bcncti�
clainu m�dt bt�the Ixnefici:u}�of rewrd.
• llu Plm�miul lx set up for fidl'�esting scrvic�s ifappli��able,�chich rcquires PDI'lilcs�vilh'datn to calcula�c vesting.
• Gmpoe•�r Rctircment musr lx:providing benclicinry rccord hceping scrvias and have cqmpleted a hcncfici:vy solicimtion.il'applicable.
• Certitied death certificate is rcyuired for beneficiarv conflrma(ion(lor death henefit claims).
• Em��vcr Rctircmcnt will approvz dcoth daims wln;n a bs;ncficiaryofremrd is submitting lhe clnim,and�vill rcqui2 Pl:m Administmtor
involvement�vfren lherc is no Ixnelician•of record,��hen Uu tx:nefician���moi be;de�ermined or�ehen ilrere is�enmpetin�claim.
• Not allou�ed for QJSA/QPSA Plans,
Incoming Rollovers/Trnnsfers-Empotver Re[irement will revi�v and dzlerminc if it shall accepf uPlan Participant requcst I'oriocoming rolluvers or
transfers from a ptcvious Plan into hislher Empo�cer Retimmen[aarount. Outsaurcing ApproVal Services�vill allo�v Empo�ver Retirement to ucwpt
inmming rollovershrsnsfers to�all Plan Participants and will not lx;limi�ecl to.aciivc cmplo�ees.
Unforeseen Emcrgcncy{allnwed on ploms with 575 million in usscts nnd ub'ove)-Empowcr Rcliremen[prcnessas unforscen emcre_ency withdm�val
rquests tiom Plnn Particip.�intc. '
. The Plan must be sct up�i�th full v�ting servicts,i Fvesting applio.
• IFa Plnn only allo�vs hnrdship loans,the Pl.�n will bc assesscd thc loap and hcvdship fecs.
• The Plmi must have.deterrnl rccord-kecping servi¢es. Empowcr Retiremcnt�vill notify.thu Plan Spunsor of tl�e unlomsccn,emergen�y distribution
through the deferml rccord keeping proass.�relying on the Plan Spqnsor ro enforce any unfar�een emer�ncy suspension pzriod as rcquired by
thc Plan document. "
• 'Em�io«�cr Retircmcni will mllcct spousal consent(ifthis provision applies)on vested balan��es oPS5,000 orliigher.
• Not alluwed forQJSeVQPSA Plans.
Qualified Domcvtic Relations Orders(QDROs)-Empowei Retirement processes QDRO requests&om Plan ParucipanLd thut are materially similar.to tfn�
prc-apProved malel arder. `
• Requires 1'D1 files�vith data'ro uhlculat�vesting,ifvesting applies.
• Empuwcr Rctiremenl canqot administcr QPSAs lvith respc:ct to QDROs.
Revfsldn 1:Sep 9,2D16�bi55 PM 98781=01 VIIpBo o(Tequestn
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