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Contract 2019-60 ,_ 1100,, 4le: . !la ,, :i. . , , formix, ..,„ 1 4 . 1 6444 . 04004f ..„ 0 \ . Allp J ---1‘,ON , t t : A '" e___ �r ,� 1, , Procram Highlights .., . ... 1.,, . ..c. .. .. , ... .,„ ...., :. 14; i -Pir anc Fee Summc ry „:,,, .,:x, „itA, i... t ,. Thank you for your interest in Voya Financial® as the provider for your retirement plan. With a vision to be America's Retirement Company, we don't just innovate. We innovate with a purpose. We are redefining what it means to be a leading financial services company and work to make a secure financial future possible — one person, one family and one institution at a time. PLAN I INVEST I PROTECT VOYANANCIAL 1 4.1 Program Highlights and Fee Summary Voya Framework Designed for City of Clermont 401(a) We are pleased to present you with the following proposal,which will remain in effect until August 28, 2019. 438 Assumed number of participating employees Plan $1,264,256.00 Assumed first-year contribution amounts Assumptions $13,686,938.00 Assumed Transferred Asset Amount o Voya Fixed Account 10• .00% Allocation Voya assumes use of one of our standard electronic methods of transmitting deposits and allocation instructions.We also assume all plan assets will transfer to the program simultaneously on date of conversion from your current provider. Our fee quote is based upon certain assumptions about your plan shown above.If the actual transferred asset amount and/or number of participating employees varies 10%or greater from the assumptions above,we reserve the right to adjust the recordkeeping fees and/or Fixed Account credited rate in accordance with our administrative practice within 180 calendar days following the date of the initial transferred asset contribution. Your pricing detailed above is based on a aggregation of your 2 plan(s). Voya must be the exclusive provider for the plan. All future contributions to the plan must be directed to Voya and contract exchanges/intra-plan transfers to legacy vendors must be prohibited. Your Service Team SVP,Institutional ned.freer Nathan Freer Voya Financial (919)247-2198 Clients @voya.com Voya Framework I v.1118763-SF:00326913 I None/01000/0/468FBG/T54E5/4454 Expires:08/28/2019 I Submitted Date:05/30/2019 I BG:2 Il, Recordkeeping Fees & Fund Revenue Requirement Type Amount Plan Services Installation Charge $0.00 t i Annual Case Fee $0.00 Annual Per-Participant Fee $0.00 Asset Based Fee(All) 0.13% The Plan Sponsor Installation Charge is to be paid separately at plan installation. Plan recordkeeping fees are determined by plan characteristics,such as case sizes,average participant balance,fund menu selected,and compensation paid to sales representatives. Asset Based Fees are assessed against all core assets in the plan with the exception of self-directed brokerage accounts and employer stock. This fee is subject to an annual review and may be adjusted based on your case characteristics and optional plan services. Fund Management Fees Fund management fees and other fund operating expenses will apply.These fees depend on the investment option chosen.Please refer to the individual Fund prospectuses or Fund Fact Sheets for fund fee information.A portion of that fee may be paid to Voya as a form of revenue sharing. Please see the information booklet for additional information. VRIAC reserves the right to increase the installation and recordkeeping charge(s)if the actual characteristics vary materially from the original plan assumptions reflected herein.We also reserve the right to deduct the charge(s)from participant accounts in the event they are not paid by the plan sponsor. Standard Recordkeeping Services -Online enrollments -Internet and toll-free telephone service for enrollment,account inquiries,allocation changes,fund transfers and loan initiation -Customer Service Representatives to handle participant toll-free phone inquiries - Payroll processing-electronic format -Financial education and counseling for terminated or retiring employees by qualified Transition Counselors -Sponsor Website for Plan& participant level access -Daily valuation of participant accounts -Daily reconciliation of plan and participant activity -Weekly, bi-weekly,semi-monthly or monthly contribution/loan repayment processing -Reallocation of forfeitures -Processing of rollovers and termination distributions -Notification to Plan Sponsor and calculation of minimum distribution amount for participants subject to minimum distribution requirements -Hours worked vesting calculations based on plan year or elapsed time from date of hire -Quarterly sponsor statements of activity via the Sponsor Website -Calculation,processing and disbursement of final distribution payments -Quarterly delivery of participant statements of activity -Online Administrative Procedures Manual Voya Framework I v.1118763-SF:00326913 I None/0/000/01468FBG/T54E5/4454 Expires:08/28/2019 I Submitted Date:05/30/2019 I BG:2 tr.) u� C,4 Standard Recordkeepinc Services continued -Preparation of standard audit package,which includes 1 hour of consulting services for assistance with gathering data and researching questions - Regulatory updates for plan documents utilizing our Prototype -Online general purpose Loans and Distributions(excluding Hardships) -Eligibility tracking(optional service-dependant upon eligibility requirements) -Semi-annual Actual Deferral/Contribution Percentage(ADP/ACP)tests including consultative services(ERISA Plans Only) - Uniform Qualified Non-Elective/Matching Contribution(QNEC/QMAC)calculation and allocation at year-end if requested and permitted by plan(ERISA Plans Only) -One 415 limitation test per plan year(ERISA Plans Only) -One Top Heavy test per plan year -402(g)reporting -Determining Highly Compensated Employees, provided the plan is using 415 compensation for testing purposes -Complete draft of IRS Form 5500 on a cash basis(ERISA Plans Only) -Paperless or paper loans,withdrawals and distributions utilizing Distributions with EASE(DWE) Other Optional Services(conditions may apply): -Online Beneficiary Maintenance -Online general purpose loans and distributions -Hardship suspension reinstatement -Contribution Rate Change -Contribution Rate Escalator -Automatic Enrollment -Automatic increase Additional Services Type Amount Managed Accounts Refer to the Voya Plan Sponsor Advisory Access Agreement Voya Framework I v.1118763-SF:00326913 I None/0/000/0/468FBG/T54E5/4454 Expires:08/28/2019 I Submitted Date:05/30/20191 BG:2 In Compensation Paid to Financial Advisor Type Amount Percent of First Year Contributions 0.00% ti Percent of Transferred Assets 0.00% Asset-Based Compensation 0.00% Your sales representative has provided us with the above information about the compensation structure that has been agreed upon by you and your sales representative. This compensation structure is reflected in the recording keeping fees.If applicable,Asset Based Compensation is paid monthly.The amount paid is calculated by taking the applicable annual rate divided by 12 multiplied by the contract's value at the close of business on the last business day of the month.The payment of compensation on converted assets will be based on the asset value at the date in which the assets are applied to the new plan.In addition,case surrenders may result in a chargeback of commissions paid for the acquisition and servicing of the plan for certain compensation,certain case characteristics and whether a surrender charge is applicable. Voya Fixed Account Declared interest Rates:1.95% Interest Rate Structure: Different levels of interest rates apply,generally as follows: - Declared interest rate—this rate is initially based on the stated assumptions for your plan.This rate may be changed at any time,but will never be lower than the minimum guaranteed annual interest rate for your plan. -Contractual minimum guaranteed interest rate—this rate is guaranteed for the life of the contract and is 1.00%. -Actual credited interest rate—this is the rate that is credited to the Voya Fixed Account for your contract. It will be the greater of the declared interest rate and the contractual minimum guaranteed interest rate. Voya's determination of credited interest rates reflects a number of factors, including interest rate guarantees,and investment income earned on invested assets and the amortization of any capital gains and/or losses realized on the sale of invested assets. Under the Fixed Account option,we assume the risk of investment gain or loss by guaranteeing the amounts you allocate to this option and promising a minimum interest rate and income phase payment. 'Based on the previously stated assumptions for your plan,this is the declared interest rate for your contract as of the date in which this proposal was created.This rate is subject to change at any time and includes the effect of any additional services and features selected by the plan sponsor,including but not limited to the amount of compensation paid to your sales representative. A group fixed annuity is an insurance contract designed for investing for retirement purposes.The guarantee of the fixed account is based on the claims-paying ability of the issuing insurance company.Although it is possible to have guaranteed income with a fixed annuity,there is no assurance that this income will keep up with inflation. Early withdrawals,if taken prior to age 591/2 will be subject to the IRS 10%premature distribution penalty tax,unless an exception applies.Amounts distributed will be taxed as ordinary income in the year it is distributed.An annuity does not provide any additional tax deferral benefit;tax deferral is provided by the plan.Annuities may be subject to additional fees and expenses to which other tax-qualified funding vehicles may not be subject.However,an annuity does offer other features and benefits,such as guaranteed income payments and death benefits,which may be valuable to your participants. Voya Framework I v.1118763-SF:00326913 I None/0/000/0/468FBG/T54E5/4454 Expires:08/28/2019 I Submitted Date:05/30/2019 I BG:2 Optional Services (fees subject to change) We offer a breadth of optional plan services that extend beyond the traditional retirement plan offerings.With the expanded service options below,you'll have the added flexibility you need to help you manage your retirement plan and focus on attracting,rewarding and retaining talent. Ila ServiceP.111=1111 Additional copies of existing sponsor reports $100 per copy Logo on Statements and Confirms(criteria apply) Multiple file submission for vesting computation(applicable for plans with vesting $200 based on 1,000 hours of service and hours are not included with each payroll file) per hour Non-elective/Matching Contribution(QNEC/QMAC)if requested in writing by plan $200 sponsor(ERISA Plans Only) per hour Non-regulatory Plan Amendments(for users of our prototype only and volume $200 submitter documents) per hour $50 Participant initiated wire,overnight mail,stop payment per occurrence Participant level calculation/allocation of Qualified Non-elective/Matching $200 Contribution(QNEC/QMAC)if requested in writing by plan sponsor. Participant level allocation of Qualified.(ERISA Plans Only) per hour Processing of fee deductions for non-VRIAC fee(i.e.auditor) $25 per transaction $50 one-time charge per disbursement(not Processing of in-service withdrawals, hardship distributions,terminations and Required Minimum Distributions applicable for 90 day permissible withdrawals under Automatic Enrollment) ADP/ACP Tests in excess of two per year(ERISA Plans Only) $1,000 per test Qualified Domestic Relations Order(QDRO) $250 per occurrence Voya Framework I v.1118763-SF:00326913 I None/0/000/01468FBG/T54E5/4454 Expires:08/28/2019 I Submitted Date:05/30/2019 I BG:2 U9 SN Optional Services (fees subject to change) continued Service Fee $200 ni Reformatting of data not in our standard format per hour $500 Self Directed Brokerage Account per plan year, plus$50 per participant $750 Voya Institutional Trust-VITC ($1,000 if Employer Stock)Included in price $1,000 Blended Rate Accounting (may not be available to all plans) initial set-up fee, plus$1,000 annually per outside carrier $200 Consulting services,audit support and special assistance per hour $250 Employer Contribution Calculation(pro rata or integrated only) per occurrence $50 Excess deferral or excess contributions per distribution or processing adjustment $75 Loan Initiation Fee one-time charge per loan $25 Loan Administration Fee annually per loan Voya Framework I v.1118763-SF:00326913 I None/0/000/0/468F8G/T54E5/4454 Expires:08/28/2019 I Submitted Date:05/30/2019 I BG:2 u, tN Investment Option Selections Note: If you elect Portfolio Blueprint for your plan, please refer to the Portfolio Blueprint Menu pages for the fund selections available for the plan. DO NOT select from the list below. Please select your plan investment options below(maximum of 45 funds may be selected at one time), including the Voya Fixed Account. Equity Wash applies on transfers from the Voya Fixed Account unless certain optional services are elected which allow for the Percentage Limitation to be selected in lieu of Equity Wash. Note: Equity Wash does not allow any direct transfers out of the Voya Fixed Account and into any Competing Investment Option. In addition,a transfer out of the Voya Fixed Account prohibits a transfer into a Competing Investment Option for 90 days. The list of Competing Investment Options, included in your 408(b)(2)Fee Disclosure report is subject to change at any time. The investment fund menu may include various share classes of funds. Please pay close attention to all materials concerning investment options provided to you,including the Sponsor Information Booklet, Fund Fact Sheets, Fund Summary Information and Fund Performance and Expense Reports as you make your selections.You should review the prospectuses and the collective investment trust disclosure documents for any investment options you are considering. The asset class funds are offered as suites of funds. If you would like to offer these or any other suite of funds offered in the asset allocation category as options under your plan,you must check all of the funds offered in the corresponding suite. By electing to offer target date funds as investment options in your plan,you are authorizing VRIAC to include all funds available in the series, including the addition of new series as they become available and the deletion of existing series as they expire.We will not transfer balances to any new Portfolio except upon direction from you or plan participants. Please note that each individual Portfolio will count against the 45 fund maximum limit. Note that fund families may close funds to new investments at any time,and may also elect to discontinue a particular fund or funds. Therefore,the funds listed below are subject to continued availability from the fund family. In the event a fund you select is no longer available for investment prior to the effective date of your Program,we will contact you for an alternative fund selection.You should consider the investment objectives,risks,charges and expenses of the investment option carefully before investing.The prospectuses/prospectus summaries containing this and other information can be obtained by contacting your local representative. Please read the information carefully before investing. • Retail=R Institutional=l Check if Investment Offerings Collective Trust=C Fund# Fund ID Offered Asset Allocation American Funds 2010 Target Date Retirement Fund®- R 1971 Class R-6 American Funds 2015 Target Date Retirement Fund®- R 1973 Class R-6 American Funds 2020 Target Date Retirement Fund®- R 1975 Class R-6 American Funds 2025 Target Date Retirement Fund®- R 1977 Class R-6 American Funds 2030 Target Date Retirement Fund®- Class R-6 R 1979 American Funds 2035 Target Date Retirement Fund®- 1981 Class R-6 Voya Framework I v.1118763-SF:00326913 I None/0/000/0/468FBG/T54E5/4454 Expires:08/28/2019 I Submitted Date:05/30/2019 I BG:2 It, Retail=R Institutional=l Check if ••a Investment Offerings Collective Trust=C Fund# Fund ID Offered American Funds 2040 Target Date Retirement Fund®- R 1983 tia Class R-6 American Funds 2045 Target Date Retirement Fund®- 1985 ti. Class R-6 American Funds 2050 Target Date Retirement Fund®- R 1987 Class R-6 American Funds 2055 Target Date Retirement Fund®- R 1989 Class R-6 American Funds 2060 Target Date Retirement Fund®- R 9639 Class R-6 Vanguard®LifeStrategy®Conservative Growth Fund- R 2608 Investor Vanguard®LifeStrategy®Growth Fund-Investor R 2609 Vanguard®LifeStrategy®Income Fund-Investor R 2610 Vanguard®LifeStrategy®Moderate Growth Fund - 2618 Investor Bonds Fidelity®U.S. Bond Index Fund R D110 Vanguard® High-Yield Corporate Fund-Admiral" R 9374 Shares Global/International American Funds EuroPacific Growth Fund®-Class R-6 R 1723 Fidelity®International Index Fund R D115 Large Cap Growth T. Rowe Price Growth Stock Fund-I Class R 8712 Large Cap Value American Funds Washington Mutual Investors FundSM- R-6 R 1990 Fidelity®500 Index Fund R C975 FMI Large Cap Fund-Institutional Class R C692 Small/Mid/Specialty Cohen&Steers Institutional Realty Shares,Inc. R 2485 Eaton Vance-Atlanta Capital SMID-Cap Fund-Class R 6724 R6 Fidelity®Mid Cap Index Fund R D122 Fidelity®Small Cap Index Fund R C993 Voya Framework I v.1118763-SF:00326913 I None/0/000/0/468FBG/754E5/4454 Expires:08/28/2019 I Submitted Date:05/30/20191 BG:2 t, us V' tw Retail=R institutional=1 Check if Investment Offerings Collective Trust=C Fund# Fund ID Offered as ri Stability of Principal s. �+ Voya Fixed Account(4454) 4454 The following funds are not currently available on the product/menu that you selected,but are scheduled to be available on the fund add date shown below. Retail=R Fund Institutional=l Check if Add Investment Offerings Collective Trust=C Fund# Fund ID Offered Date Fidelity Advisor Real Estate Income TBD 06/14/2019 International investments involve currency,economic,and political risks as well as differences in accounting. Fixed Accounts are not mutual funds,but rather are fixed investment options offered under a group annuity contract or funding agreement. . Insurance products,annuities and funding agreements are issued by Voya Retirement Insurance and Annuity Company("VRIAC"),Windsor,CT.VRIAC is solely responsible for its own financial condition and contractual obligations.Plan administrative services provided by VRIAC or Voya Institutional Plan Services LLC("VIPS").VIPS does not engage in the sale or solicitation of securities.All companies are members of the Voya'"family of companies.Securities distributed by Voya Financial Partners,LLC (member SIPC)or third parties with which it has a selling agreement.All products and services may not be available in all states. Voya Framework I v.1118763-SF:00326913 I None/0/000/0/468FBG/T54E5/4454 Expires:08/28/2019 I Submitted Date:05/30/2019 I BG:2 Acknowledgement, approval and authorized signatures I have received and reviewed a Voya Framework Proposal, Plan Sponsor Information Booklet, Fund Fact Sheets, mutual fund prospectuses,collective investment trust disclosures(if applicable),and the Voya Framework Fund Summary Information,which describe the actual or estimated charges,fees,discounts,penalties or adjustments currently in effect and which may be applied in connection with the purchase,holding,exchange or termination of the Program. I acknowledge that the assumptions on which the Program charges are based are accurate and that the fee quote contained in this document supersedes any prior quotes. I understand additional fees may apply to other options selected in connection with my Program that may not be disclosed in this document. Voya and its affiliates are not responsible for any description of the terms of the Program other than the written disclosure material provided by Voya and its affiliates.Any modifications to the written material must be approved by an officer of the Company. Your sales representative is appointed with Voya. I understand his/her contractual sales agreement with Voya may limit his/her ability to recommend products from other insurers. Voya is not responsible for the selection or supervision of service providers or fiduciaries to the plan(e.g., Investment Advisors, Recordkeepers,or Third Party Administrators).Where a sales representative of Voya is also a service provider to the Plan or undertakes a fiduciary role,he or she is not acting on behalf of Voya when providing those services or when acting in any fiduciary capacity. As a sponsor of a tax qualified plan I am aware that current tax laws provide for deferral of taxation of earnings on plan account balances. I understand that our Plan will be utilizing a Program that is designed to provide features and benefits that may be of value to the Plan,but does not provide for any additional deferral of taxation beyond that provided by the Plan itself. Voya will recognize only the signature(s)of the Trustee(s)/Named Fiduciary(ies)signing below to authorize fund allocation changes and disbursements. I will notify Voya in writing if any successor or replacement of these individuals occurs in which case Voya will cease to recognize the authority of the replaced individual(s)and will accept the authority of the successor individual(s).As a Trustee/Named Fiduciary, I certify that I have read, understand and agree to the information described herein,and that I am authorized to sign this proposal on behalf of the Plan. My instructions are consistent with the terms of the Plan and I agree to the selections made herein. Please Print/Type Signature Sep L., C. t GP.Z.: It 4111 Trustee/Named Fiduciary/Plan Sponsor QCsJYbIo- 13 rosonSIC - 00 Trustee/Named Fiduciary/Plan Sponsor kik ,. \ 4u&xAsP Trustee/Named Fiduciary/Plan Sponsor Trustee/Named Fiduciary/Plan Sponsor Trustee/Named Fiduciary/Plan Sponsor Date Voya Framework I v.1118763-SF:00326913 I None/0/000/0/468FBG/T54E5/4454 Expires:08/28/2019 I Submitted Date:05/30/2019 I BG:2 IA to e In Voya Framework v.1118763-SF:00326913 None/0/000/0/468FBG/T54E5/4454 Expires:08/28/2019 Submitted Date:05/30/2019 BG:2 1773413044917.C.S-1©2018 Voya Services Company.All rights reserved.CN1010.37697-1118D PLAN I INVEST I PROTECT VOYA• FINANCIAL Voya.com • IRC SECTION 401(a)TRUST AGREEMENT-NON-ERISA PLAN THIS TRUST AGREEMENT(the"Agreement"),effective as of the 11th day of June,2019 between City of Clermont (the "Employer") in its capacity employer and as the party authorized and responsible under state or local law for maintaining the 401(a)Plan(the"Plan")and Voya Institutional Trust Company(the"Trustee"). a WITNESSETH: WHEREAS, the Employer has adopted and maintains the Plan in accordance with the requirements of state law and Section 401(a) of the Internal Revenue Code of 1986, as amended ("Code"), for the benefit of the employees therein described;and WHEREAS, the Employer has established or desires to establish a trust constituting a part of the Plan, pursuant to which assets are held to provide for the funding of and payment of benefits under the Plan;and WHEREAS,the Employer has the power and authority to manage and control the assets of the Plan;and WHEREAS,the Employer has engaged an affiliate of the Trustee to provide recordkeeping services to the Plan("Recordkeeping Affiliate");and WHEREAS, the Employer wishes to appoint the Trustee as trustee of the Plan in accordance with the terms and conditions of this Agreement. NOW,THEREFORE,the Employer and the Trustee,each intending to be legally bound,agree as follows: SECTION 1-ESTABLISHMENT AND OPERATION OF TRUST 1.1 Appointment and Acceptance of Trustee/Affiliates. The Employer hereby establishes with the Trustee a trust consisting of such sums of money and such other property acceptable to the Trustee as shall from time to time be paid or delivered to the Trustee,and hereby appoints the Trustee as trustee with respect to the assets held pursuant to the Agreement as such assets shall exist from time to time(the"Fund").The Fund shall not include any property or asset other than the assets delivered to and accepted by the Trustee from time to time. The Trustee shall have no responsibility for any property until it is received and accepted by the Trustee,or for any property of the Plan not delivered to the Trustee and accepted by the Trustee to be a part of the Fund. The Trustee hereby accepts its appointment, acknowledges that it assumes the duties established by this Agreement, and agrees to be bound by the terms contained herein. The Employer hereby acknowledges that an affiliate of the Trustee, the Recordkeeping Affiliate, acts on behalf of the Trustee as the Trustee's agent for purposes of carrying out the Trustee's responsibilities under this Agreement. 1.2 Trustee Responsibilities. The Trustee shall receive and hold the assets of the Fund on behalf of Plan participants and beneficiaries in accordance with the terms of this Agreement. The duties of the Trustee hereunder as Trustee shall be to act solely in accordance with the instructions of the Employer or Authorized Parties in accordance with Sections 2.2 and 2.3 of this Agreement("Authorized Instructions"). Nothing in this Agreement is intended to give the Trustee any discretionary responsibility,authority or control with respect to the management or administration of the Plan or the management of the assets of the Plan. Further,the Trustee is not a party to the Plan and has no duties or responsibilities other than those that may be expressly contained in this Agreement. In any case in which a provision of this Agreement conflicts with any provision in the Plan,this Agreement shall control. 1.3 Exclusive Benefit. Except as may be permitted by law, by the terms of the Plan, or by this Agreement, at no time prior to the satisfaction of all liabilities with respect to participants and their beneficiaries under the Plan shall any part of the Fund be used for or diverted to any purpose other than for the exclusive benefit of the participants and their beneficiaries. The assets of the Fund shall be held for the exclusive purposes of providing benefits to participants of the Plan and their beneficiaries and defraying the reasonable expenses of administering the Plan and the Fund. 401(a)\non-ERISA TRUST AGREEMENT 9-8-2016 U, 1.4 Limitation of Liability. Neither the Trustee nor its agents shall not be liable for any acts or omissions of another person other than the negligent acts or omissions of its own employees and agents. The Trustee shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, 0,1 request,direction,instruction,consent,certification or other instrument believed by it to be genuine and delivered by the proper party or parties. 1.5 Contributions. The Trustee shall receive contributions or other amounts for deposit to the Plan that are delivered to the Trustee or its designated agent for deposit to or for the benefit of the Plan. The Employer shall have sole duty and responsibility for the determination of the accuracy or sufficiency of the contributions to be made under the Plan and for the transmittal of contributions or other amounts to the Plan. The Trustee shall have no duty or responsibility(a)to determine the amounts to be contributed to or transferred to the Plan or on behalf of the participants of the Plan, (b) to collect any contributions or transfers to the Plan or to enforce the collection of any such contributions or transfers,or(c) for the adequacy of amounts deposited to the Fund to meet and discharge any of the Plan's liabilities. 1.6 Return of Contributions. Notwithstanding any other provision of this Agreement(a)contributions made by the Employer based upon mistake of fact may be returned to the Employer within one year of such contribution, and (b) as all contributions to the Plan are conditioned upon their deductibility under the Code, if a deduction for such a contribution is disallowed,such contribution may be returned to the Employer within one year of the disallowance of such deduction; provided that the return of contributions under this Section 1.6 may not violate any provision of the Plan. The Trustee shall return contributions under this Section 1.6 only in accordance with Authorized Instructions and the Trustee shall have no duty to determine whether the return of such contributions is permitted under this Section 1.6 and the Plan. 1.7 Distributions. The Trustee shall make distributions and disbursements from the Fund solely in accordance with Authorized Instructions. The Employer agrees that the Trustee shall not have any responsibility or duty under this Agreement to see to the proper application of any payment, to determine the tax effect of any payment, or to determine whether a distribution or disbursement to any person paid in accordance with Authorized Instructions is appropriate under the terms of the Plan and applicable law. 1.8 Compliance with Law. The Trust is intended to be tax-exempt under Section 501(a)of the Code. If the Plan is not an approved prototype plan, the Employer represents that it has received a determination letter from the Internal Revenue Service indicating that the Plan meets the requirements of Section 401(a) of the Code. The Employer agrees to immediately notify the Trustee if the Plan ceases to be so qualified. SECTION 2-AUTHORITIES 2.1 Authority to Execute Agreement. The Employer hereby certifies that it has the power and authority to enter into this Agreement on behalf of the Plan. The person(s) signing below as representatives of the Employer each warrant, as individuals, that each is an authorized representative of the Employer all signatures are genuine and the persons indicated are authorized to sign. 2.2 Authorized Parties. The Employer shall, concurrently with the execution of this Agreement, furnish the Trustee or Recordkeeping Affiliate with a written list of the names,signatures,and extent of authority of all persons authorized to direct the Trustee and otherwise act on behalf of the Plan under the terms of this Agreement. Such persons designated by the Employer to act on its behalf hereunder are"Authorized Parties". The Trustee shall be entitled to rely on and shall be fully protected in acting upon directions, instructions, and any information provided by an Authorized Party until notified in writing by the Employer of a change of the identity or extent of authority of an Authorized Party. 2.3 Authorized Instructions. All directions and instructions to the Trustee from an Authorized Party ("Authorized Instructions")shall be in writing,transmitted by mail(including electronic mail)or by facsimile. The Trustee shall be entitled to rely on and shall be fully protected in acting in accordance with all such directions and instructions that it reasonably believes to have been given by an Authorized Party and in failing to act in the absence thereof. 2 11, cN SECTION 3-POWERS AND DUTIES ro3.1 General Powers and Duties of Trustee. In administering the Fund,the Trustee shall be specifically authorized to: (a) In accordance with Authorized Instructions, receive, hold and maintain custody of, and disburse assets of the Fund; (b) Hold securities or other assets in book entry form or through another agent or nominee,including without limitation in an omnibus account arrangement,provided that the Trustee's records indicate that such • securities or other property are held for the exclusive benefit of the Plan and its participants and beneficiaries; (c) Make distributions and disbursements from the Fund and carry out related tax withholding remittance and reporting obligations under Federal,state and local law; (d) Appoint domestic agents, sub-trustees, sub-custodians or depositories (including affiliates of the Trustee)as to part or all of the Fund,except that the indicia of ownership of any asset of the Fund shall not be held outside the jurisdiction of the District Courts of the United States; (e) Collect income payable to and dividends or other distributions due to the Fund and sign on behalf of the Plan any declarations, affidavits, and certificates of ownership required to collect income and principal payments; (f) Collect proceeds from assets of the Fund that may mature or be called; (g) Until Authorized Instructions are received, hold the assets of the Fund uninvested, or invest the assets of the Fund in bank accounts of any bank,and the Trustee may retain any earnings on such deposits as part of its compensation for services hereunder; (h) Submit or cause to be submitted to the Employer all information received by the Trustee regarding ownership rights pertaining to property held in the Fund; (i) To the extent not delegated by the Employer to an investment manager pursuant to the provisions of Section 403(a)(2)of ERISA,exercise all voting rights relating to securities held in the Account as directed by the Employer; provided that, with respect to securities allocated to the accounts of Participants, if directed by the Employer in writing, the Trustee or its Recordkeeping Affiliate shall provide to the designated proxy tabulator the data necessary to cause to be provided to each Participant who has shares of such securities credited to his or her account a copy of the notice and all proxy solicitation materials together with a voting instruction form for return to the proxy tabulator,and the Trustee shall vote the shares as directed by each Participant and shall not vote shares for which it has not received instructions from a Participant. Unless the Employer instructs the Custodian to vote shares not voted by Participants,the Trustee shall not be liable and shall be held harmless for not voting such shares. (j) Commence or defend suits or legal proceedings and represent the Fund in all suits or legal proceedings in any court or before any other body or tribunal as the Trustee shall deem necessary to protect the Fund provided,however,that the Trustee shall not be obligated to do so unless it has been indemnified by the Employer and the Plan against all expenses and liabilities sustained in connection with such action; (k) Employ suitable agents and legal counsel and, as part of its reimbursable expenses under this Agreement,pay their reasonable compensation and expenses. The Trustee shall be entitled to rely on and may act upon advice of counsel on all matters, and, if the use of such counsel is authorized by the Employer, the Trustee shall be without liability for any action reasonably taken or omitted pursuant to such advice; (1) Make,execute and deliver any and all documents,agreements or other instruments in writing as is necessary or desirable for the accomplishment of any of the powers and duties in this Agreement; 3 r to c 04 (m) Retain and engage one or more affiliates of the Trustee to perform, at no additional cost to the Plan,the duties and responsibilities of the Trustee;and (n) Generally take any action, whether or not expressly authorized, which the Trustee may deem necessary or desirable for the fulfillment of its duties hereunder. SECTION 4-INVESTMENT OF THE FUND 4.1 Investment of the Fund. The assets of the Fund shall be invested and reinvested among the investments selected by the Employer. The Employer or its authorized representative shall have sole responsibility for the investment and reinvestment of the assets of the Fund,except to the extent that the Plan permits participants to instruct the Employer or its authorized representative with respect to the investment of their individual accounts among investment options selected by the Employer. The Trustee shall have no duty or responsibility for (i) selecting or providing advice with respect to the selection of any investment options offered under the Plan, (ii) determining or reviewing any securities or other property purchased for or held by the Plan,or(iii)providing advice with respect to the purchase,retention,redemption,or sale of any securities or other property for the Plan. SECTION 5-REPORTING AND RECORDKEEPING 5.1 Records and Reports. The Trustee shall keep accurate records of all amounts received to and disbursed from the Fund and the investments and other transactions of the Fund for a period of six years following the date of such transaction. The Trustee shall provide a report of the assets of the Fund to the Employer from time to time,but at least annually. The Trustee may rely on the fair market value of the property of the Fund as reported to by authorized parties and the Trustee shall be fully protected in relying on such values. 5.2 Review of Reports. If,within ninety(90)days after the Trustee mails to the Employer a statement with respect to the Fund, the Employer has not given the Trustee written notice of any exception or objection thereto,the statement shall be deemed to have been approved by the Employer and the Trustee shall not be liable for any matters in such statements. The Employer or its agent,upon giving prior written notice to Trustee, shall have the right at its own expense to inspect the Trustee's books and records directly relating to the Fund during normal business hours. The Trustee shall be reimbursed its actual costs for making such books and records available for inspection. 5.3 Non-Fund Assets. The duties of the Trustee shall be limited to the assets held in the Fund,and the Trustee shall have no duties with respect to assets held by any other person including,without limitation,any other trustee for the Plan. The Employer hereby agrees that the Trustee shall not serve as,and shall not be deemed to be,a co-trustee under the circumstances,and shall have no co-fiduciary liability for any other person or trustee. SECTION 6-COMPENSATION,EXPENSES,TAXES,INDEMNIFICATION 6.1 Compensation and Expenses. (a) Compensation. The Trustee shall be entitled to compensation for services under this Agreement as set forth in the plan services agreement between the Recordkeeping Affiliate and the Employer and as otherwise provided for in this Agreement. The Named Fiduciary acknowledges that the Trustee may increase the amount of compensation on an annual basis with sixty(60)days'prior written notice to the Named Fiduciary. (b) Interest on Uninvested Cash. The Trustee shall also be entitled to receive as part of its compensation any amounts earned under Section 3.1(f)related to earnings on deposits. Such earnings shall include earnings on uninvested cash related to Plan contributions and earnings on uninvested cash pending distribution,or earnings on cash otherwise held uninvested as directed by Employer. (c) Authorization. The Trustee shall also be authorized to charge and collect expenses incurred by it in the discharge of its duties under this Agreement in accordance with Section 3.1 The Trustee is authorized to charge and collect from the Fund any and all such fees and expenses,unless the Named Fiduciary objects within 30 days of receiving notice of the Trustee's intent to collect its fees and expenses from the Fund. 4 6.2 Tax Obligations. To the extent an Authorized Party has provided necessary information to the Trustee, the Trustee may use reasonable efforts to assist such Authorized Party to notify the Employer or the Plan (as appropriate) of any responsibility for payment of taxes, withholding, certification and reporting requirements, claims for exemptions or refund, interest, penalties and other related expenses of the Fund ("Tax Obligations"). Notwithstanding the foregoing, the Trustee shall have no responsibility or liability for any Tax Obligations now or hereafter imposed on the Employer or the Fund by any taxing authorities,domestic or foreign,except as provided by applicable law. To the extent the Trustee is responsible under any applicable law for payment of any Tax Obligationation on behalf of the Fund or the Trust,the Employer shall cause the appropriate Authorized Party to inform the Trustee of all Tax Obligations, shall direct the Trustee with respect to the performance of such Tax Obligations, and shall provide the Trustee with all information required by the Trustee to meet such Tax Obligations. 6.3 Indemnification. The Employer and the Plan,shall indemnify and hold harmless the Trustee from all claims, liabilities, losses, damages and expenses, including reasonable attorney's fees and expenses (including Tax Obligations)incurred by the Trustee in connection with this Agreement,except as a result of the Trustee's own negligence or willful misconduct. 6.4 Force Majeure. The Trustee shall not be responsible or liable for any losses to the Fund resulting from nationalization, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment,promulgation,imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Fund's property; or acts of war, terrorism, insurrection or revolution;or acts of God;or any other similar event beyond the control of the Trustee or its agents. This Section shall survive the termination of this Agreement. 6.5 Survival. This Section Six(6)shall survive the termination of this Agreement. SECTION 7-AMENDMENT.TERMINATION.RESIGNATION.REMOVAL 7.1 Amendment.The Trustee may amend this Agreement as necessary to comply with the provisions of applicable law and regulations. The Trustee shall deliver written notice of any such amendment to the Employer. Other amendments may be made by written agreement signed by the parties hereto. 7.2 Removal or Resignation of Trustee. The Trustee may be removed with respect to all or part of the Fund upon receipt of sixty (60) days' written notice from the Employer. The Trustee may resign as Trustee hereunder upon sixty (60) days' written notice delivered to the Employer. In the event of such removal or resignation,the successor trustee will be appointed by the Employer,and the retiring Trustee shall transfer the Fund, less such amounts as may be reasonable and necessary to cover its compensation and direct expenses including but not limited to, a pro-rata share of the fees described in Section 6.1. In the event the Employer fails to appoint a successor trustee within sixty(60) days of receipt of written notice of resignation, the Trustee reserves the right to seek the appointment of a successor trustee from a court of competent jurisdiction. The Employer shall indemnify the Trustee from any costs incurred by the Trustee in seeking such appointment. The Trustee shall have no duties, responsibilities or liability with respect to the acts or omissions of any successor trustee. 7.3 Merger or Consolidation of Trustee. Any entity into which the Trustee may be merged or with which it may be consolidated, or any entity resulting from any merger or consolidation to which the Trustee is a party, or any entity succeeding to the trust business of the Trustee, shall become the successor of the Trustee hereunder,without the execution or filing of any instrument or the performance of any further act on the part of the parties hereto. 7.4 Plan Termination. Upon termination of the Plan, the Trustee shall distribute all assets then constituting the Fund, less any fees and expenses payable from the Fund, pursuant to the instructions of the Employer. The Trustee shall be entitled to assume that such distributions are in full compliance with and not in violation of the terms of the Plan or any applicable law. 7.5 Property Not Transferred. The Trustee reserves the right to retain such property as is not suitable for distribution or transfer at the time of the termination of the Plan or this Agreement and shall hold such property 5 M• cr 04 for the benefit of those persons or other entities entitled to such property until such time as the Trustee is able to make distribution. The Employer shall indemnify the Trustee from any costs incurred by the Trustee for retaining the property until it can be distributed. Upon the appointment and acceptance of a successor trustee, the Trustee's sole duties shall be those of a custodian with respect to the property not transferred. •N SECTION 8-ADDITIONAL PROVISIONS 8.1 Assignment or Alienation. Except as may be provided by law,the Fund shall not be subject to any form of attachment, garnishment, sequestration or other actions of collection afforded creditors of the Employer, participants or beneficiaries under the Plan. The Trustee shall not recognize any assignment or alienation of benefits unless an Authorized Instruction is received. 8.2 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Connecticut. 8.3 Necessary Parties. The Trustee reserves the right to seek a judicial or administrative determination as to its proper course of action under this Agreement. Nothing contained herein will be construed or interpreted to deny the Trustee, or the Employer the right to have the Trustee's account judicially determined. To the extent permitted by law, only the Trustee and the Employer shall be necessary parties in any application to the courts for an interpretation of this Agreement or for an accounting by the Trustee,and no participant under the Plan or other person having an interest in the Fund shall be entitled to any notice or service of process. Any final judgment entered in such an action or proceeding shall, to the extent permitted by law, be conclusive upon all persons. The Employer shall indemnify the Trustee for any costs incurred by the Trustee in seeking such judgment. 8.4 Notices. All notices and other communications hereunder shall be in writing and shall be sufficient if delivered by hand or if sent by telefax or mail(including electronic mail),postage prepaid,addressed: (a) If to the Trustee: Melissa McAuliffe Vice President Voya Retirement Insurance and Annuity Company One Orange Way,C3N Windsor,Connecticut 06095-4774 J.Denise Jackson President Voya Institutional Trust Company One Orange Way,C4R Windsor,Connecticut 06095-4774 (b) If to the Employer: City of Clermont Attn:Darren Gray,City Manager 685 W.Montrose Street Clermont,FL 34711 The parties may by like notice,designate any future or different address to which subsequent notices shall be sent. Any notice shall be deemed given when received. 8.5 No Third Party Beneficiaries. The provisions of this Agreement are intended to benefit only the parties hereto,their respective successors and assigns,and participants and their beneficiaries under the Plan. There are no other third party beneficiaries. 6 • tr sa 8.6 Execution in Counterparts. This Agreement may be executed in any number of counterparts,each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument and may be sufficiently evidenced by one counterpart. 8.7 Shareholder Communication. Until such time as the Trustee receives a written notice to the contrary with respect to a particular security,the Trustee may release the identity and the address of the Trust to the security issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of the direct communication between such security issuer and shareholder. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the effective date set forth above. City of C�• i Out Voya Institutional Trust Co pany By: .-4/f. . I By: _77A "---- Name:Gail L.Ash Name: F ob Cie C " Title:Mayor Title: v i LA-P(c 51 ctz_c 7 I 1.4 3 `� O t 0 NI Xi, tipN It I , ) ...._. \- --...:•le-..; f r _.4%.4 , µ ,ift11 a ro rc -1 I II• - II• —tsgg g . , 7 ' , :R: . . anc Fee Sumry Y, " A. Thank you for your interest in Voya Financial® as the Drovicer for your retirement plan. With a vision to be America's Retirement Company, we don't just innovate. We innovate with a purpose. We are redefining what it means to be a leading financial services company and work to make a secure financial future possible — one person, one family and one institution at a time. PLAN I INVEST I PROTECT VOYANANCIAL N N Program Highlights and Fee Summary Voya Framework Designed for City of Clermont 457(b) We are pleased to present you with the following proposal,which will remain in effect until August 28, 2019. 438 Assumed number of participating employees Plan $1,264,256.00 Assumed first-year contribution amounts Assumptions $13,686,938.00 Assumed Transferred Asset Amount Voya Fixed Account 10.00% Allocation Voya assumes use of one of our standard electronic methods of transmitting deposits and allocation instructions.We also assume all plan assets will transfer to the program simultaneously on date of conversion from your current provider. Our fee quote is based upon certain assumptions about your plan shown above.If the actual transferred asset amount and/or number of participating employees varies 10%or greater from the assumptions above,we reserve the right to adjust the recordkeeping fees and/or Fixed Account credited rate in accordance with our administrative practice within 180 calendar days following the date of the initial transferred asset contribution. Your pricing detailed above is based on a aggregation of your 2 plan(s). Voya must be the exclusive provider for the plan. All future contributions to the plan must be directed to Voya and contract exchanges/intra-plan transfers to legacy vendors must be prohibited. Your Service Team SVP,Institutional ned.freer Nathan Freer Voya Financial (919)247-2198 Clients @voya.com Voya Framework I v.1118763-SF:00326914 I None/0/000/0/466FBG/T54E5/4454 Expires:08/28/2019 I Submitted Date:05/30/2019 I BG:2 r Recordkeeping Fees & Fund Revenue Requirement OS Type Amount ir. Plan Services Installation Charge $0.00 ti 3 Annual Case Fee $0.00 Annual Per-Participant Fee $0.00 Asset Based Fee(All) 0.13% The Plan Sponsor Installation Charge is to be paid separately at plan installation. Plan recordkeeping fees are determined by plan characteristics,such as case sizes,average participant balance,fund menu selected,and compensation paid to sales representatives. Asset Based Fees are assessed against all core assets in the plan with the exception of self-directed brokerage accounts and employer stock. This fee is subject to an annual review and may be adjusted based on your case characteristics and optional plan services. Fund Management Fees Fund management fees and other fund operating expenses will apply.These fees depend on the investment option chosen.Please refer to the individual Fund prospectuses or Fund Fact Sheets for fund fee information.A portion of that fee may be paid to Voya as a form of revenue sharing. Please see the information booklet for additional information. VRIAC reserves the right to increase the installation and recordkeeping charge(s)if the actual characteristics vary materially from the original plan assumptions reflected herein.We also reserve the right to deduct the charge(s)from participant accounts in the event they are not paid by the plan sponsor. Standard Recordkeeping Services -Online enrollments -Internet and toll-free telephone service for enrollment,account inquiries,allocation changes,fund transfers and loan initiation -Customer Service Representatives to handle participant toll-free phone inquiries -Payroll processing-electronic format -Financial education and counseling for terminated or retiring employees by qualified Transition Counselors -Sponsor Website for Plan& participant level access -Daily valuation of participant accounts -Daily reconciliation of plan and participant activity -Weekly, bi-weekly,semi-monthly or monthly contribution/loan repayment processing -Reallocation of forfeitures -Processing of rollovers and termination distributions -Notification to Plan Sponsor and calculation of minimum distribution amount for participants subject to minimum distribution requirements -Hours worked vesting calculations based on plan year or elapsed time from date of hire -Quarterly sponsor statements of activity via the Sponsor Website -Calculation,processing and disbursement of final distribution payments -Quarterly delivery of participant statements of activity -Online Administrative Procedures Manual Voya Framework I v.1118763-SF:00326914 I None/0/000/0/466FBG/T54E5/4454 Expires:08/28/2019 I Submitted Date:05/30/2019 I BG:2 N Standard Recordkeeping Services continued - Preparation of standard audit package,which includes 1 hour of consulting services for assistance with gathering data and researching questions - Regulatory updates for plan documents utilizing our Prototype -Online general purpose Loans and Distributions(excluding Hardships) -Eligibility tracking(optional service-dependant upon eligibility requirements) -Semi-annual Actual Deferral/Contribution Percentage(ADP/ACP)tests including consultative services(ERISA Plans Only) - Uniform Qualified Non-Elective/Matching Contribution (QNEC/QMAC)calculation and allocation at year-end if requested and permitted by plan(ERISA Plans Only) -One 415 limitation test per plan year(ERISA Plans Only) -One Top Heavy test per plan year -402(g)reporting -Determining Highly Compensated Employees, provided the plan is using 415 compensation for testing purposes -Complete draft of IRS Form 5500 on a cash basis(ERISA Plans Only) -Paperless or paper loans,withdrawals and distributions utilizing Distributions with EASE(DWE) Other Optional Services(conditions may apply): -Online Beneficiary Maintenance -Online general purpose loans and distributions -Hardship suspension reinstatement -Contribution Rate Change -Contribution Rate Escalator -Automatic Enrollment -Automatic increase Additional Services Type Amount Refer to the Voya Plan Sponsor Managed Accounts Advisory Access Agreement Voya Framework I v.1118763-SF:00326914 I None/0/000/0/466FBG/T54E5/4454 Expires:08/28/2019 I Submitted Date:05130/2019 I BG:2 N s�• Compensation Paid to Financial Advisor Type Amount Percent of First Year Contributions 0.00% Percent of Transferred Assets 0.00% Asset-Based Compensation 0.00% Your sales representative has provided us with the above information about the compensation structure that has been agreed upon by you and your sales representative. This compensation structure is reflected in the recording keeping fees.If applicable,Asset Based Compensation is paid monthly.The amount paid is calculated by taking the applicable annual rate divided by 12 multiplied by the contract's value at the close of business on the last business day of the month.The payment of compensation on converted assets will be based on the asset value at the date in which the assets are applied to the new plan.In addition,case surrenders may result in a chargeback of commissions paid for the acquisition and servicing of the plan for certain compensation,certain case characteristics and whether a surrender charge is applicable. Voya Fixed Account Declared interest Rate*:1.95% Interest Rate Structure: Different levels of interest rates apply,generally as follows: - Declared interest rate—this rate is initially based on the stated assumptions for your plan.This rate may be changed at any time,but will never be lower than the minimum guaranteed annual interest rate for your plan. -Contractual minimum guaranteed interest rate—this rate is guaranteed for the life of the contract and is 1.00%. -Actual credited interest rate—this is the rate that is credited to the Voya Fixed Account for your contract. It will be the greater of the declared interest rate and the contractual minimum guaranteed interest rate. Voya's determination of credited interest rates reflects a number of factors,including interest rate guarantees,and investment income earned on invested assets and the amortization of any capital gains and/or losses realized on the sale of invested assets. Under the Fixed Account option,we assume the risk of investment gain or loss by guaranteeing the amounts you allocate to this option and promising a minimum interest rate and income phase payment. 'Based on the previously stated assumptions for your plan,this is the declared interest rate for your contract as of the date in which this proposal was created.This rate is subject to change at any time and includes the effect of any additional services and features selected by the plan sponsor,including but not limited to the amount of compensation paid to your sales representative. A group fixed annuity is an insurance contract designed for investing for retirement purposes.The guarantee of the fixed account is based on the claims-paying ability of the issuing insurance company.Although it is possible to have guaranteed income with a fixed annuity,there is no assurance that this income will keep up with inflation. Early withdrawals,if taken prior to age 59' will be subject to the IRS 10%premature distribution penalty tax,unless an exception applies.Amounts distributed will be taxed as ordinary income in the year it is distributed.An annuity does not provide any additional tax deferral benefit;tax deferral is provided by the plan.Annuities may be subject to additional fees and expenses to which other tax-qualified funding vehicles may not be subject.However,an annuity does offer other features and benefits,such as guaranteed income payments and death benefits,which may be valuable to your participants. Voya Framework I v.1118763-SF:00326914 I None/0/000/0/466FBG/T54E5/4454 Expires:08/28/20191 Submitted Date:05/30/2019 I BG:2 a Optional Services (fees subject to change) We offer a breadth of optional plan services that extend beyond the traditional retirement plan offerings.With the "' expanded service options below,you'll have the added flexibility you need to help you manage your retirement plan and focus on attracting,rewarding and retaining talent. Fee $100 Additional copies of existing sponsor reports per copy Logo on Statements and Confirms(criteria apply) Multiple file submission for vesting computation(applicable for plans with vesting $200 based on 1,000 hours of service and hours are not included with each payroll file) per hour Non-elective/Matching Contribution (QNEC/QMAC)if requested in writing by plan $200 sponsor(ERISA Plans Only) per hour Non-regulatory Plan Amendments(for users of our prototype only and volume $200 submitter documents) per hour $50 Participant initiated wire,overnight mail,stop payment per occurrence Participant level calculation/allocation of Qualified Non-elective/Matching $200 Contribution(QNEC/QMAC)if requested in writing by plan sponsor. Participant level allocation of Qualified.(ERISA Plans Only) per hour Processing of fee deductions for non-VRIAC fee(i.e.auditor) $25 per transaction $50 one-time charge per disbursement(not Processing of in-service withdrawals, hardship distributions,terminations and Required Minimum Distributions applicable for 90 day permissible withdrawals under Automatic Enrollment) ADP/ACP Tests in excess of two per year(ERISA Plans Only) $1,000 per test Qualified Domestic Relations Order(QDRO) $250 per occurrence Voya Framework I v.1118763-SF:00326914 I None/0/000/0/466FBG/T54E5/4454 Expires:08/28/2019 I Submitted Date:05/30/2019 I BG:2 Cg aI Optional Services (fees subject to change) continued Service Fee ra 141 $200 Reformatting of data not in our standard format per hour $500 Self Directed Brokerage Account per plan year, plus $50 per participant $750 Voya Institutional Trust-VITC ($1,000 if Employer Stock)Included in price $1,000 Blended Rate Accounting(may not be available to all plans) initial set-up fee, plus$1,000 annually per outside carrier Consulting services,audit support and special assistance $200 per hour Employer Contribution Calculation(pro rata or integrated only) $250 per occurrence $50 Excess deferral or excess contributions per distribution or processing adjustment $75 Loan Initiation Fee one-time charge per loan $25 Loan Administration Fee annually per loan Voya Framework I v.1118763-SF:00326914 I None/0/000/0/466FBG/T54E5/4454 Expires:08/28/2019 I Submitted Date:05/30/2019 I BG:2 x Investment Option Selections Note: If you elect Portfolio Blueprint for your plan, please refer to the Portfolio Blueprint Menu pages for the fund selections available for the plan. DO NOT select from the list below. • Please select your plan investment options below(maximum of 45 funds may be selected at one time),including the ua Voya Fixed Account. • Equity Wash applies on transfers from the Voya Fixed Account unless certain optional services are elected which allow for the Percentage Limitation to be selected in lieu of Equity Wash. Note: Equity Wash does not allow any direct transfers out of the Voya Fixed Account and into any Competing Investment Option. In addition,a transfer out of the Voya Fixed Account prohibits a transfer into a Competing Investment Option for 90 days. The list of Competing Investment Options, included in your 408(b)(2)Fee Disclosure report is subject to change at any time. The investment fund menu may include various share classes of funds. Please pay close attention to all materials concerning investment options provided to you,including the Sponsor Information Booklet, Fund Fact Sheets, Fund Summary Information and Fund Performance and Expense Reports as you make your selections.You should review the prospectuses and the collective investment trust disclosure documents for any investment options you are considering. The asset class funds are offered as suites of funds. If you would like to offer these or any other suite of funds offered in the asset allocation category as options under your plan,you must check all of the funds offered in the corresponding suite. By electing to offer target date funds as investment options in your plan,you are authorizing VRIAC to include all funds available in the series, including the addition of new series as they become available and the deletion of existing series as they expire.We will not transfer balances to any new Portfolio except upon direction from you or plan participants. Please note that each individual Portfolio will count against the 45 fund maximum limit. Note that fund families may close funds to new investments at any time,and may also elect to discontinue a particular fund or funds. Therefore,the funds listed below are subject to continued availability from the fund family. In the event a fund you select is no longer available for investment prior to the effective date of your Program,we will contact you for an alternative fund selection.You should consider the investment objectives, risks,charges and expenses of the investment option carefully before investing.The prospectuses/prospectus summaries containing this and other information can be obtained by contacting your local representative. Please read the information carefully before investing. Retail=R Institutional=l Check if Investment Offerings Collective Trust=C Fund# Fund ID Offered Asset Allocation American Funds 2010 Target Date Retirement Fund®- R 1971 Class R-6 American Funds 2015 Target Date Retirement Fund®- R 1973 Class R-6 American Funds 2020 Target Date Retirement Fund®- 1975 Class R-6 American Funds 2025 Target Date Retirement Fund®- R 1977 Class R-6 American Funds 2030 Target Date Retirement Fund®- R 1979 Class R-6 American Funds 2035 Target Date Retirement Fund®- 1981 Class R-6 Voya Framework I v.1118763-SF:00326914 I None/0/000/O/466FBG/T54E5/4454 Expires:08/28/2019 I Submitted Date:05/30/2019 I BG:2 0:1 Retail=R Institutional=l Check if Investment Offerings Collective Trust=C Fund# Fund ID Offered American Funds 2040 Target Date Retirement Fund®- R 1983 Class R-6 American Funds 2045 Target Date Retirement Fund®- R 1985 Class R-6 American Funds 2050 Target Date Retirement Fund®- R 1987 Class R-6 American Funds 2055 Target Date Retirement Fund®- R 1989 Class R-6 ; American Funds 2060 Target Date Retirement Fund®- R 9639 Class R-6 Vanguard®LifeStrategy®Conservative Growth Fund- 2608 Investor Vanguard®LifeStrategy®Growth Fund-Investor R 2609 Vanguard®LifeStrategy®Income Fund-Investor R 2610 Vanguard®LifeStrategy®Moderate Growth Fund- 2618 Investor Bonds Fidelity®U.S. Bond Index Fund R D110 Vanguard®High-Yield Corporate Fund-Admiral' Shares R 9374 Global/International American Funds EuroPacific Growth Fund®-Class R-6 R 1723 Fidelity®International Index Fund R D115 Large Cap Growth T. Rowe Price Growth Stock Fund-I Class R 8712 Large Cap Value American Funds Washington Mutual Investors FundSM-R-6 R 1990 Fidelity® 500 Index Fund R C975 FMI Large Cap Fund- Institutional Class R C692 Small/Mid/Specialty • Cohen&Steers Institutional Realty Shares, Inc. R 2485 Eaton Vance-Atlanta Capital SMID-Cap Fund-Class R 6724 R6 Fidelity®Mid Cap Index Fund R D122 Fidelity®Small Cap Index Fund _ R C993 Voya Framework I v.1118763-SF:00326914 I None/0/000/0/466FBG/T54E5/4454 Expires:08/28/20191 Submitted Date:05/30/2019!BG:2 N N Retail=R Institutional=l Check if Investment Offerings Collective Trust=C Fund# Fund ID Offered Stability of Principal 1 Voya Fixed Account(4454) 1 4454 The following funds are not currently available on the product/menu that you selected,but are scheduled to be available on the fund add date shown below. Retail=R Fund Institutional=l Check if Add Investment Offerings Collective Trust=C Fund# Fund ID Offered Date Fidelity Advisor Real Estate Income TBD I 06/14/2019 International investments involve currency,economic,and political risks as well as differences in accounting. Fixed Accounts are not mutual funds,but rather are fixed investment options offered under a group annuity contract or funding agreement. Insurance products,annuities and funding agreements are issued by Voya Retirement Insurance and Annuity Company("VRIAC"),Windsor,CT.VRIAC is solely responsible for its own financial condition and contractual obligations.Plan administrative services provided by VRIAC or Voya Institutional Plan Services LLC("VIPS").VIPS does not engage in the sale or solicitation of securities.All companies are members of the Voya'"family of companies.Securities distributed by Voya Financial Partners,LLC (member SIPC)or third parties with which it has a selling agreement.All products and services may not be available in all states. Voya Framework I v.1118763-SF:00326914 I None/0/000/0/466FBG/T54E5/4454 Expires:08/28/2019 I Submitted Date:05/30/2019 I BG:2 Acknowledgement, approval and authorized signatures I have received and reviewed a Voya Framework Proposal, Plan Sponsor Information Booklet, Fund Fact Sheets, 4.4 mutual fund prospectuses,collective investment trust disclosures(if applicable),and the Voya Framework Fund Summary Information,which describe the actual or estimated charges,fees,discounts,penalties or adjustments currently in effect and which may be applied in connection with the purchase,holding,exchange or termination of the Program. I acknowledge that the assumptions on which the Program charges are based are accurate and that the fee quote contained in this document supersedes any prior quotes. I understand additional fees may apply to other options selected in connection with my Program that may not be disclosed in this document. Voya and its affiliates are not responsible for any description of the terms of the Program other than the written disclosure material provided by Voya and its affiliates.Any modifications to the written material must be approved by an officer of the Company. Your sales representative is appointed with Voya. I understand his/her contractual sales agreement with Voya may limit his/her ability to recommend products from other insurers. Voya is not responsible for the selection or supervision of service providers or fiduciaries to the plan(e.g., Investment Advisors, Recordkeepers,or Third Party Administrators).Where a sales representative of Voya is also a service provider to the Plan or undertakes a fiduciary role, he or she is not acting on behalf of Voya when providing those services or when acting in any fiduciary capacity. As a sponsor of a tax qualified plan I am aware that current tax laws provide for deferral of taxation of earnings on plan account balances. I understand that our Plan will be utilizing a Program that is designed to provide features and benefits that may be of value to the Plan,but does not provide for any additional deferral of taxation beyond that provided by the Plan itself. Voya will recognize only the signature(s)of the Trustee(s)/Named Fiduciary(ies)signing below to authorize fund allocation changes and disbursements. I will notify Voya in writing if any successor or replacement of these individuals occurs in which case Voya will cease to recognize the authority of the replaced individual(s)and will accept the authority of the successor individual(s).As a Trustee/Named Fiduciary, I certify that I have read, understand and agree to the information described herein,and that I am authorized to sign this proposal on behalf of the Plan. My instructions are consistent with the terms of the Plan and I agree to the selections made herein. Please Print/Type Signature J OS{pt. 6 vans — — Trustee/Named Fiduciary/Plan Sponsor • Pan/le/CU &o$onks PO , / , j ,' A Trustee/Named Fiduciary/Plan Sponsor SVLSCr-- S Trustee/Named Fiduciary/Plan Sponsor Trustee/Named Fiduciary/Plan Sponsor Trustee/Named Fiduciary/Plan Sponsor Date Voya Framework I v.1118763-SF:00326914 I None/0/000/0/466FBG/T54E5/4454 Expires:08/28/2019 I Submitted Date:05/30/2019 I BG:2 I N N 47 N .4 N inN 4 Plan Services Agreement x.,__.;:,.,.. THIS AGREEMENT(the"Agreement")is entered into effective as of the date signed by the Employer, by and between Voya Retirement Insurance and Annuity Company, a corporation organized under the State of Connecticut, and its affiliated entities, agents or its subcontractors (collectively the "Service Provider" or "Voya") and City of Clermont ("Employer", "Plan Sponsor" or "Client"), (collectively, the "Parties.") The Plan Sponsor or Client is referenced herein as "You" and "Your." Client has agreed to enter into a relationship with Voya under which Voya will provide certain services to the Participants, beneficiaries and alternate payees (collectively,the "Participants") under the Plan(s) sponsored by Client and listed below (the "Plan"). These services will apply to all Plans unless You indicate otherwise in this Agreement. Plan Type(s)/Names(Required) ❑403(b) Plan Name E 401(a) Plan Name 401(a) City of Clermont Defined Contribution Plan ❑401(k)' Plan Name yi457(b) Plan Name 457(b) City of Clermont Deferred Compensation Plan 'If this is a governmental 401(k)Plan, the Employer understands and acknowledges that the Plan must have been in existence on May 6, 1986. VOA. FINANCIAL N N PLAN SERVICES AGREEMENT - SERVICE PROFILE U7 VOA FINANCIAL t+5 PLAN CONTACT INFORMATION Plan Sponsor/Trustee Name Joe Van Zile Title Finance Director E-mail jvanzile@clermontfl.org Phone (352)241-7368 Fax (352)3944082 Plan Sponsor/Trustee Name Pamela Brosonski Title Assistant Finance Director E-mail pbronsonski@clermontfl.org Phone (352)241-7365 __ Fax (352) 394-4082 Plan Sponsor/Trustee Name Susan Dauderis Title Human Resources Director E-mail sdauderis@clermontfl.org Phone (352) 241-7380 Fax (352) 394-2394 Authorized Plan Sponsor Representative(Primary HR contact that will be given access to Voya's Plan Sponsor Website.) Name Nadine Ohlinger Title Risk and Benefits Manager E-mail nohlinger@clermontfl.org Phone (352)241-7380 Fax (352)394-4082 Internal Payroll Contact Name Marsha Pridgeon Title Payroll Specialist E-mail mpridgeon@clermontfl.org Phone (352)241-7383 Extension Fax (352)394-4082 Page 2 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTL/PLANINIT ca PLAN CONTACT INFORMATION (Continued) If You have not completed the Voya Application for Group Annuity,please complete the following information.If the Voya .a Application for Group Annuity is submitted,the information in this section will be disregarded. Address 685 W. Montrose Street it Clermont State FL ZIP 34711 ca City - - 4 Employer TIN Type of Entity Tax-Exempt Employer 501(c)(3) Organization(IRS tax exempt status letter required to be submitted for organization formed after 10/9/69) ❑Healthcare ❑Education ❑Church ❑Other Not-for-Profit Governmental Organization State,local,county, municipality ❑Healthcare ❑Public School: ❑K-12 ❑Higher Education 403(b) 401(a) 401(k) 457(b) Check if Your Plan(s)are NOT subject to ERISA Always Non-ERISA PLAN INFORMATION (Please read the attached"Description of Services"and check all that apply to Your Plan(s).) ❑This Plan replaces an existing Voya Plan.If checked,please provide Plan number. ❑This Plan is related to an existing Voya Plan.If checked,please provide Plan number. ❑ Link Plans on the Plan Sponsor/Trustee Website ❑Yes there is common ownership? Third Party Provider ❑403(b) ❑401(a) ❑401(k) ❑457(b) By completing this section You are electing to have the services identified below provided by: (enter name of service provider) Voya is authorized to share with this service provider the Plan information that they request in writing. ❑Plan Document ❑Testing Services, please identify applicable tests ❑5500 Master Aggregator Service Provided by (If Planwithease.com®is the provider, a separate agreement is required.) Indicate Plans ❑403(b) ❑401(a) ❑401(k) ❑457(b) Online distribution services are not available for Plans using a Master Aggregator Service for in-service withdrawals/hardship withdrawals/termination distributions. Page 3 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTUPLANINIT • PLAN CONTACT INFORMATION (Continued) tiu Deferral Method:(If You elect the Dollar Amount or Both option, Your Plan(s)must allow for deferrals up to the maximum IRS limits. The • Percent option Is required if the Plan has elected to participate in the Automatic Account Re-alignment Services.)NOTE: Dollar amount option not available independently if Plan has elected automatic enrollment or automatic rate escalator service. Percent Dollar Amount Both ro 401(k) ❑ ❑ • 403(b) ❑ ❑ ❑ 457(b) ❑ ❑ Catch-up Contribution Method ❑Percent ❑Dollar Amount g Both ❑N/A Hardship/Unforeseeable Emergency Withdrawal Suspension Reinstatement—Applicable only if Contribution Rate Change and Rate Escalator Services apply. Hardship/Unforeseeable Emergency Withdrawal suspension period will be removed from your Plan unless you indicate below (suspension is not automatically required for Unforeseeable Emergency Withdrawals from 457(b)plans—accordingly, the 457(b) plan document provision will prevail): ❑Do not remove hardship/unforeseeable emergency withdrawal suspension from the Plan until it is required effective 1/1/2020. Voya will automatically reinstate the Participant's deferral percentage or amount in effect prior to the hardship/unforeseeable emergency withdrawal. A notification of salary deferral reinstatement will be sent to the Participant. It is Your responsibility to ensure Your Plan document is amended in a timely manner to reflect this change. NOTE: Elective contributions that have been suspended due to hardship/unforeseeable emergency withdrawals will remain until the suspension time has expired. ❑403(b) ❑401(k) ❑457(b) Employer Match Voya's Online Enrollment Center Your Plan's match is an important component in helping Your employees save for retirement. Voya utilizes Your match formula to populate Voya's Online Enrollment Center,to help Your employees establish their retirement savings goals. Please indicate Your match formula below.(Note,if You do not have a match formula as outlined below, the formula will not show on Voya's Online Enrollment Center.) ❑ 403(b) Match the first % of contributions up to the first % of pay and (If applicable) match %of contributions on the next %of pay up to a maximum of$ annually. ❑ 401(k) Match the first % of contributions up to the first % of pay and (If applicable) match %of contributions on the next %of pay up to a maximum of$ annually. ❑ 457(b) Match the first % of contributions up to the first % of pay and (If applicable) match %of contributions on the next %of pay up to a maximum of$ annually. If You do not complete Your match formula above and if Voya has Your Plan document we will obtain Your match formula stated in the Plan document and will use this information unless You indicate otherwise below. Important to note,Your Plan document may state matching is discretionary so an amendment is not needed if Your match changes from year to year,so please be sure to include the match disclosed to Your Plan Participants as directed above. The match formula will remain on Voya's Online Enrollment Center unless we are notified of a change.It is Your responsibility to inform Voya if Your match formula is modified. ❑No,I do not want Voya to pre-populate our Plan(s)match information on Voya's Online Enrollment Center. Participant Eligibility Tracking(Excludes 457(b)Top Hat Plans.Required if Enhanced Notice Service was priced into the Plan.) [ Yes ❑No Automatic Enrollment Service(Not available to 457(b) Top Hat Plans. Required for Automatic Account Re-alignment.) ❑Voya Automatic Enrollment Service OR ❑Both Voya Automatic Enrollment and Automatic Rate Escalator Service Page 4 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTL/PLANINIT Ls:. PLAN INFORMATION (Continued) • Account Re-alignment Services(Choose one or both.) NOTE:Not available to 457(b)Plans. 'I ❑Automatic Account Re-alignment(not available to 401(a)Plans or Plans not subject to ERISA)(Automatic Enrollment must be elected above.)Participants deferring less than the Plan's automatic enrollment deferral rate or maximum automatic escalation rate (if applicable)will be re-enrolled in accordance with the Plan's requirements and have their deferral rate increased(if applicable) unless they opt out of account re-alignment. Investment Reset(ERISA Plans only)—Not available for Plans which utilize both Self-Directed Brokerage Account and permit Roth deferrals. Participant's account balances will be re-directed to the QDIA fund for the Plan within 30 calendar days from the date indicated below, unless the Participant has opted out. Automatic Account Re-alignment/Investment Reset services elected above will occur one time unless indicated below: ❑Apply service on an annual basis(will run on same month and day of each year) Required Information: • Participant Notification Start Date: / / (Must not be earlier than 60 calendar days after implementation date.)Automatic Account Re-alignment and Investment Reset will occur 30 calendar days after this date. Participant Address Change — Active Participant address change information will be provided to Voya by the Plan Sponsor unless You check the box below. Participant Address change information will be provided by Participants via the Participant Website.NOTE:This election is not permitted if the Plan has elected the following services:Automatic Enrollment, Automatic Rate Escalator without Automatic Enrollment,Participant Eligibility Tracking,Payroll Integration Service,Paperless Distributions/Withdrawals or Paperless loans. Temporary PIN Delivery If You would like the ability for Participants to request temporary PINs from Voya and receive them electronically using Your organization's e-mail domain,provide the domain(s)registered specifically to Your organization(example: @organizationname.com)below: clermontfl.org Participant Online Beneficiary Storage If elected,Participants can enter or update beneficiary information through the Participant Website for the Plan Sponsor's review and approval. Please note that Plan Sponsor sign off is required for all death benefit payments from the Plan as Voya is not serving as the book of record for Participant beneficiary designations. [ Yes For Non-ERISA Plans where spousal consent requirement does not apply, the Plan Sponsor elects to require consent if the Participant/Account Holder resides in a community property state. ❑403(b) 401(a) ❑401(k) [J 457(b) Withdrawals and Distributions Check all that are applicable(For Plans using a Master Aggregator Service,legacy vendors or 457(b)non-governmental Plans,paperless services are not available,so leave blank.) 403(b) 401(a) 401(k) 457(b) Governmental Online Plan Sponsor/Trustee approval is required ❑Yes ❑No ❑Yes gNo ❑Yes ❑No ❑Yes gNo for in-service withdrawals(hardship/unforeseeable emergency withdrawals not available for paperless processing). Online Plan Sponsor/Trustee approval is required for ❑Yes ❑No ❑Yes gNo ❑Yes ❑No ❑Yes [ 'No termination distributions. Page 5 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTL/PLANINIT ra ®a PLAN INFORMATION (Continued) The Withdrawal/Distribution Fee will be deducted from Participant investment selections on a pro rata basis for each in-service/ hardship withdrawal and termination distribution processed unless You check the box below. 0 Bill the Plan Sponsor/Trustee for Participant Withdrawal/Distribution Fee ❑403(b) ❑401(a) ❑401(k) ❑457(b) The ODRO Processing Fee will be deducted from Participant investment selections on a pro rata basis for each ODRO processed unless You check the box below. ❑Bill the Plan Sponsor/Trustee for ODRO Processing Fee ❑403(b) ❑401(a) ❑401(k) ❑457(b) Mandatory Distributions for Terminated Participants— If permitted under Your Plan(s)for vested account balances between $1,000 and$5,000 Voya will utilize Voya's IRA Rollover product under the terms of the Automatic Rollover/Mandatory Distribution Agreement, unless You provide an alternative provider below. Voya will take direction from You the Plan Sponsor or its designee to initiate mandatory distributions for terminated Participants.) ❑Non-Voya IRA for the following Plans ❑403(b) ❑401(a) ❑401(k) ❑457(b)(Governmental Only) IRA Provider Contact Name Address City State Zip_ Loans Are loans permitted under the Plan(s)? ❑403(b) ❑Yes ❑401(k) ❑Yes ❑401(a) ❑Yes [ '457(b) I 'Yes(Governmental only) If"Yes,"for any Plan,please complete the following information. Note:You are responsible for ensuring that the Plan information provided below is in accordance with Your Plan's loan program. The information below will apply to all applicable Plans unless otherwise indicated. The Loan Initiation Fee will be deducted from Participant investment selections on a pro rata basis for each loan processed unless You check the box below. 0 Bill the Plan Sponsor/Trustee for the Participant Loan Initiation Fee ❑403(b) ❑401(a) ❑401(k) ❑457(b) The Voya Annual Loan Administration Fee will be deducted annually from the Participant Investment selections on a pro rata basis for each outstanding loan. Types of Loans Allowed(4 maximum,regardless of loan type) NOTE: PLEASE COMPLETE — INFORMATION NOT TYPICALLY FOUND IN PLAN DOCUMENTS. If the following information differs by Plan type,please attach a separate document identifying the Plan and the following information. 1 Total number of loans allowed(Regardless of type) 1 Number of General Purpose Duration 57 months(not to exceed 57 months) Restrictions: If not elected below,none will apply. 1 Loan per 12 month(calendar period) 1 Loan per 12 month(Plan year period) 1 Number of Residential Loans—If no residential loans allowed ongoing,are there any takeover residential loans? ❑Yes ❑No Duration 360 months(not to exceed 360 months) Page 6 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTL/PLANINIT PLAN INFORMATION (Continued) Restrictions: If not elected below, none will apply. 1 Loan per 12 month(calendar period) ca 1 Loan per 12 month(Plan year period) ❑Yes V No Online Plan Sponsor/Trustee approval is required for processing a loan(For Plans using a Master Aggregator Service, legacy vendors or 457(b)non-governmental Plans,paperless services are not available). If You check"No,"availability of the paperless loan processing service is subject to Voya approval. Loan Repayment Methods for active Participants will be made by Payroll deduction unless you opt out below. gr In lieu of above ACH debit to the Participant's bank account.(will apply deductions made on a monthly basis)Loan payments will continue after the Participant has separated from service until a full distribution has been processed from the Participant's account. (If You elect this option, Participants will not be able to take a loan if they have a defaulted loan outstanding.) Participants that are separated from service will not be permitted to continue loan repayments unless elected below. Yes — allow Participants separated from service to continue to repay loans (will apply automatically if ACH elected for active Participants above). Note:If elected You must ensure that Your Plan loan program allows for this option.If allowed,loan repayments must be submitted via ACH Debit by the Participant. Loan Interest Rate Monitoring—Voya will use the Prime Interest Rate published in the Wall Street Journal unless the alternative index is selected below. ❑ Moody's Corporate Bond Yield Average-Monthly Corporate Please select a Loan Interest Rate Adjustment Factor. ❑ 0% 0 .5% ❑ 1% ❑ 1.5% ❑ 2% ❑ 2.5% ❑ Other Designated 403(b)(7)Loan Investment Option(403(b)Loans only) The designated 403(b)(7)loan investment option is (insert mutual fund number and name—must be offered in the Plan). The designated 403(b)(7)investment option is to be used to initially fund a loan.To the extent the amount in the designated 403(b)(7) loan investment option is insufficient to fund a loan, money will be withdrawn from the Participant's other investment options on a pro rata basis and allocated to the designated 403(b)(7) loan investment option. If this is still insufficient to fund a loan,an exchange from the 403(b)(1)annuity will be processed automatically. VOYA INSTITUTIONAL TRUST COMPANY (Additional service agreement will apply.) Yes(If"Yes,"please complete information below.) • Directed Trustee services(Voya Trust serves as Trustee) •Custodial arrangement(The Plan has appointed Individual Trustees and Voya will serve as Custodian of the Plan's assets) ❑403(b) ❑Custodial Arrangement [ '401(a) [Custodial Arrangement ❑Directed Trustee Services ❑401(k) ❑Custodial Arrangement ❑Directed Trustee Services Z457(b)Government 'Custodial Arrangement ❑Directed Trustee Services ❑457(b)Non-Government 0 Rabbi Trust Services Page 7 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTUPLANINIT aU • ADDITIONAL SERVICES (Please Indicate Your preference for any of the following services for Your Plan(s).) Please note additional service agreements may be required for some of the options below and additional fees may apply.Please refer • to "Your Program Highlights and Fee Summary"or the individual agreements for these services for fee information. Financial Counseling Services—available to active and terminated employees as part of the standard service offering through a Voya • Financial Advisors, Inc.,a Voya affiliated broker dealer and investment advisor. �a ❑No,I do not want my active and terminated employees to have Financial Counseling Services as part of the services available to them. Morningstar®Retirement Managers"'—Standard service—Includes both a managed account option with a Participant level fee and an online advice option at no additional charge. NOTE: Additional service agreement is required in order for this service to be implemented. ❑No,I do not want to enroll in Morningstar Retirement Manager Voya and its companies are not affiliated with the Morningstar family of companies and receive no fee or other direct financial benefits from Morningstar in connection with the use of its services. Fiduciary Services—ERISA Plans only—Separate agreement may be required with the vendor providing this service. Services not provided by Voya but by a vendor of Your choosing. Does Your Plan utilize an outside fiduciary that will have authority to act on behalf of the Plan? Select all that apply: ❑ 3(16)-Firm Name: ❑ 3(38)-Firm Name: Self-Directed Brokerage Account—Supplemental investment alternative for Plan Participants. ❑403(b) ❑401(a) ❑401(k) V457(b) If"Yes,"do You have an existing self-directed brokerage account? ❑Yes IA No If"Yes,"do You want to transfer in-kind? ❑Yes ❑No Self-Directed brokerage account provider(s)(indicate if different by Plan type): Voya Fixed Account Transfer Provision'(Applies Only to Plans which elect the Self Directed Brokerage Account and/or Asset Allocation Made Easier Program) Transfers from the Voya Fixed Account are subject to either an"equity wash"or"percentage limitation"provision as described in the Information Booklet.Equity Wash applies on transfers from the Voya Fixed Account, unless Self Directed Brokerage Account (SDBA)and/or Asset Allocation Made Easier(AAME) programs are elected.These programs allow the Contract Holder to select the percentage limitation provision, in lieu of Equity Wash. For the Percentage Limitation provision,the percentage available to be transferred out of the Fixed Account will never be less than 10%of the amount in the Fixed Account on January 1 of a calendar year. We may allow a higher percentage. Equity Wash provision will apply on transfers from the Voya Fixed Account unless Percentage Limitation is elected below. Percentage Limitation ❑ 'If a different election was made in the Application for Group Annuity Contract or Application for Funding Agreement, then that election will prevail. For additional information on the Fixed Account Transfer Restrictions, please refer to the Group Annuity Contract and/or Funding Agreement provided at contract issuance. Page 8 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTL/PLANINIT • ADDITIONAL SERVICES (Continued) oa Blended Rate Accounting for Fixed Investment Option—Service available with the Voya Fixed Account Option only.Service availability is subject to Voya approval.(Not available to 403(b)and 457(b)Non-Governmental Plans.) T ❑Yes Number of outside carriers STATEMENTS AND REPORTS t Sponsor Logo—Place our company logo on Sponsor and Participant statements and Websites.(Logo must be received electronically and meet Voya design requirements.) [ Yes Online Statement Delivery Service(not available to 403(b)Non-ERISA Plans or Plans that have a combined statement with a 403(b)Non-ERISA Plan) Voya will deliver Participant statements to the Participant Website exclusively, unless You elect out of this service. Participants will receive an annual notice by mail explaining how to access statements online.A Participant can elect out of online statement delivery by making an election to receive statements by mail.Such elections may be made through Voya's Participant internet site or by speaking with a customer service representative. ❑No,I do not want the Online Statement Delivery Service Non-ERISA Participant Fee Disclosure Election (Non-ERISA plans Only) [ijl elect to have Participant Fee Disclosure reports (in accordance with DOL §2550.404a-5) posted monthly to Sponsor Web, Participant Web and Third Party Administrator Website(if applicable). PAYROLL INFORMATION (Please complete the following information so Voya can properly set up Your Plan for ongoing contributions.) Do You use an external payroll vendor? ❑Yes V No If"Yes,"will Your payroll vendor be submitting Your file on Your behalf?'(Payroll Integration) ❑Yes ❑No 'If"Yes,"it is required that loan repayments match the expected payment amount. Please provide Your payroll vendor's contact information. Payroll Provider Contact Name Contact Phone Number Contact E-mail Address Select the payroll frequency for contributions and loan repayments.(Check all that apply.) Weekly Bi-Weekly Semi-Monthly Monthly Annually Cannot be used for loan repayments 403(b) ❑ ❑ ❑ ❑ N/A 401(a) ❑ ❑ ❑ 401(k) ❑ ❑ ❑ ❑ N/A 457(b) ❑ N/A Number of Payrolls and/or Payroll Locations if You have more than one ❑Yes ❑No Do You want Voya to maintain Participant data by division/sub-location?(Required if You will be submitting payroll contributions from multiple bank accounts.) Division/Sub-location Name Division/Sub-location Name Division/Sub-location Name ❑Yes ❑No If You have division/sub-locations,do You want Voya to segregate reporting by division/sub-location?(Census data must be maintained with each payroll submission if electing this service.) Page 9 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTL/PLANINIT 4'a • PAYROLL INFORMATION (Continued) • Payment Method-Your Plan(s)will be set up with ACH Debit unless You select an alternative method below.(If You have multiple bank accounts,please provide the following information for each account.) s Type of account ❑Checking ❑Savings Please complete the following banking information or include a copy of a voided check: • Bank Name ABA Routing#(must be 9 digits) _-Account# • Division/Location Name Alternative Payment Methods E'ACH Credit-Plan Sponsor/Trustee initiates electronic transfer of funds. ❑Wire Transfer-Plan Sponsor/Trustee initiates transfer of funds via Federal Wire System. Payroll Reporting-Voya provides a Payroll Feedback File and report with Participant-level payroll data as well as additional information, depending upon the services You select for Your Plan(s).Voya provides notification via e-mail when a file/report is made available. Please provide an e-mail address. (Allow up to three contacts.). These should either be Your Authorized Plan Representative, or individuals You have authorized to receive Plan information for Your Plan(s). If contacts differ based on Plan type, please identity the Plan type along with the e-mail address. E-mail Address(es)(It is Your responsibility to notify Voya of contact information changes.) ❑Please indicate if You want the file sent via e-mail to the contacts identified below. RECORD KEEPING EXPENSES (Please review Your Program Highlights and Fee Summary for details on Your record keeping expenses.) SELECTION REQUIRED AS APPLICABLE(The below pricing options may not apply if using a Daily Asset Charge(DAC)): Asset Based Fee Annual asset based fee- This fee is charged in quarterly installments unless the Fee Levelization'feature is selected in which the fee is charged in monthly installments. g Participant Deduction ❑Bill Plan Sponsor 'If using Fee Levelization Participant Deduction should be selected. Fund Revenue Requirement This fee is charged in quarterly installments. ❑Participant Deduction ❑Bill Plan Sponsor Annual Case Fee Annual fixed dollar fee- This fee is charged in quarterly installments. ❑Participant Deduction E Bill Plan Sponsor Annual Per Participant Fee Annual fixed dollar fee charged per Participant with an account balance- This fee is charged in quarterly installments. ❑Participant Deduction ❑Bill Plan Sponsor Note:Any deduction from Participant accounts will be deducted across all fund and source balances,excluding the Self Directed Brokerage Account,if applicable. Page 10 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTUPLANINIT PLAN SPONSOR/TRUSTEE ACCOUNTS — This option will be used to temporarily invest assets due to the absence of investment direction from the Plan Sponsor. The Voya Government Money Market Fund—Class A will be established as the Plan Sponsor/Trustee Account to hold assets until instructions are received.(It is possible to experience account reductions as a result of investing in the Voya Government Money Market Fund—Class A due to market fluctuation and/or Contract expenses.) If You prefer another investment option please indicate it below. Stable Value and Target Date options are not available as a Plan Sponsor/Trustee Account. Investment Option(100%) The following two Holding Accounts will be established for Your Plan(s)(as applicable) • Plan Asset Holding Account(not intended for ongoing pre funded contributions) • Forfeiture Account DEFAULT INVESTMENT OPTION — This option will be used to temporarily invest assets due to the absence of investment direction from a Participant. Please select an option below. The investment option selected below must be an investment option selected within Your Plan. You may not choose a stable value option as the default investment option. Assets will be invested in the selected fund until such time that a Participant makes investment allocation changes and/or fund transfers, or if applicable, opts out of the Morningstar program. Yes ❑No If the Plan is subject to ERISA,the default investment option elected below is intended to be a Qualified Default Investment Alternative(QDIA).(Required for Plans participating in the Investment Reset service—not available to 457(b)Plans.) Target Date Suite (All available investment options within the suite must be selected. Investment allocations will be based on a Participant's date of birth and not the anticipated retirement age as they are designed.) ❑ Morningstar' Retirement Managers^"(Have Morningstar Manage My Plan—Can only be selected if noted as a ODIA.) ❑Other Investment Option (100%) ❑Asset Allocation Made Easier(Note:Separate Agreement required—Can only be selected if noted as a ODIA.) For Plans choosing Voya's Automatic Enrollment service and Asset Allocation Made Easier as the Default Investment Option, the Voya Fixed Account will be the Plan's temporary investment instruction unless the Plan Sponsor directs Voya to use an alternative investment option. (Target date or Lifestyle funds not eligible). This Fund will hold assets applied to accounts between the time that Participants become eligible and the date that they are defaulted into the Asset Allocation Made Easier portfolio.Once defaulted,any balance in this temporary investment will be reallocated according to the model portfolio. Alternative investment option: (100%— Must be a currently available investment option under the Plan.) PLAN INSTALLATION/ASSET TRANSFER (Please select a method for Voya to manage the transfer of Your Plan's assets and please provide Your current providers information if applicable.) ❑Check if Start-up Plan Prior Provider Firm Contact Name Phone E-mail Prior Provider Contract/Plan # Estimated Date of Transfer'(mm/dd/yyyy) _ Estimated Date of First Contribution'(mm/dd/yyyy) 'Note:Actual transfer and first contribution dates may differ and are subject to the prior record keeper discontinuance time frame and to Plan Sponsor meeting all Plan setup requirements. Asset Transfer g Option 1—Map Plan assets (preferred method) — Participant accounts are established with account information from the prior provider and Plan assets are invested according to mapping instructions provided on the following page. ❑Option 2—Participants are provided the opportunity to enroll into the Plan(s) and select their own investment options. Those Participants who do not affirmatively elect to enroll in the Plan will be defaulted into the Plan's Default Investment Option indicated in this Agreement. NOTE:this option is not permitted in conjunction with Investment Reset service if date of reset is upon implementation. Page 11 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTL/PLANINIT I?� t ENROLLMENT MEETING AND EDUCATIONAL MATERIAL INFORMATION (Voya will provide educational support to Your , Employees.) Please complete the following information to assist in scheduling Your educational meeting: Preferred day of the week ❑ Monday ❑ Tuesday ❑ Wednesday ❑ Thursday ❑ Friday 0.2 Preferred time of day ❑ Morning ❑ Afternoon Number of locations if more than one Number of attendees 4 Is Spanish support needed? ❑ Yes ❑No Contact information for scheduling meetings Name _ Phone E-mail Enrollment kits for new enrollees #of English #of Spanish(if available) Plan information guides for existing Participants #of English #of Spanish(if available) Enrollment kits will include instructions to access Voya's Online Enrollment Center and Customer Contact Center.Enrollment forms are available upon request. Page 12 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTL/PLANINIT N N co MAPPING INSTRUCTIONS (Please provide the appropriate mapping instructions if You selected Option 1"Map Plan Assets" N as Your takeover method above.All investment options must be investment options selected under Your Plan.) Existing Investment Option Voya Investment Option Fund ID/# See attachments. N Page 13 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTL/PLANINIT Ca " MAPPING INSTRUCTIONS (Continued) cgi Existing Investment Option Voya Investment Option Fund ID/# 3 U.+ f!� Page 14 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTL/PLANINIT ool REQUIREMENTS N Information Sharing Agreement Applicable to 403(b)Plans If this Agreement covers a 403(b) Plan, the Plan Sponsor acknowledges that the 403(b) Plan under which is funded by 403(b) annuity contract(s) and/or 403(b)(7) custodial accounts issued or administered by VRIAC ("the Voya Contracts", for purposes of 51 51 this appendix) permits contract exchanges and that the Voya Contracts are available to receive both ongoing contributions and contract exchanges under the 403(b)Plan.Information sharing as described in this appendix applies to the Voya Contracts issued Non behalf of a Participant or beneficiary(pursuant to sections 1.403(b)-(2)(b)(3)and(12)of the Final Treasury Regulations)pursuant to an exchange from a prior issuer's 403(b)contract as described in section 1.403(b)-10(b)of the Treasury Regulations under the 0 Plan Sponsor's 403(b)Plan. • Plan Sponsor and VRIAC agree to share with each other the following information from time to time: • Information necessary for the Voya Contracts, or any other contract to which contributions have been made by the Plan Sponsor under the 403(b) Plan on behalf of the Participant or beneficiary, to satisfy section 403(b), including information concerning the Participant's employment,if applicable,and information that takes into account the Participant or beneficiary's other section 403(b)contracts or qualified employer Plans(such as whether a severance from employment has occurred for purposes of the distributions restrictions in§1.403(b)-6 of the Final Treasury Regulations and whether the hardship withdrawal rules of§1.403(b)-6(d)(2)are satisfied). • Information necessary for the Voya Contracts, or any other contract to which contributions have been made by the Plan Sponsor under the 403(b) Plan on behalf of the same individual,to satisfy other tax requirements (such as whether a Plan loan satisfies the conditions in Internal Revenue Code section 72(p)(2) so that the loan is not a deemed distribution under section 72(p)(2)). • Any other information required to comply with the applicable laws and regulations. • The Plan Sponsor agrees to comply with the Final IRS 403(b) regulations which were generally effective January 1,2009. • The Plan Sponsor agrees to provide Voya with a list of all issuers approved to issue 403(b) contracts to Participants or beneficiaries under the 403(b) Plan and Voya agrees to cooperate with respect to sharing information as described in this section. The Plan Sponsor agrees to identify VRIAC and/or Voya Institutional Trust Company as an approved Investment Provider and the Voya Contracts as available under the Plan to receive both ongoing contributions and contract exchanges in a written Plan as required by the January 1,2009 403(b)regulations or any extension of such date.. • The Plan Sponsor agrees to partner with Voya and other approved Providers and, and if applicable, any third party • administrators to develop both procedures and agreements to share Participant information, as required by the 403(b) regulations,including the information mentioned above,and any other information necessary to comply with the new 403(b) regulations. • The Plan Sponsor agrees to establish a written Plan that covers both required elements and any optional features and to amend the Plan as may be necessary from time to time. • The Plan Sponsor agrees to review any applicable state laws and local laws and collective bargaining agreements regarding any provisions about exchanges of Participant 403(b)accounts. • Voya agrees to request information regarding a prior 403(b)contract from the prior issuer at the time of an exchange into any Voya Contracts and provide information to any successor issuer in any subsequent exchange transaction out of any Voya Contracts. In the absence of available information regarding all or any portion of a 403(b)contract,Voya shall rely on the rules described in§1.403(b)-6(d)(3)of the Final Treasury Regulations. Page 15 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTL/PLANINIT c1 PLAN SERVICES AGREEMENT - DESCRIPTION OF SERVICES JI VOyA. OPTIONAL SERVICES 1. Participant Eligibility Tracking Service A. How it works The Contribution Rate Change Service is required for this service.This service is not available if the Plan does not allow for Participant deferrals. If elected,Voya will review Your Plan document to ensure compatibility with the service, and evaluate Participant eligibility based on the definition of eligibility and entry dates as outlined in the Plan document. This service is subject to Voya approval.At the time You transition the Plan to Voya,You will decide whether an employee is eligible for Your Plan.Once the implementation of Your Plan with Voya is complete,Voya will evaluate eligibility for newly eligible Participants based on the Plan's definition of eligibility and entry dates. Participants will be notified of their eligibility once they have completed all requirements outlined in Your Plan document. Non-enrolled Participants will receive reminder notices of their eligibility, including information on how to enroll, on each anniversary of their eligibility date. If Your Plan has immediate eligibility with immediate entry,eligibility notices will go out after the census is received.. If Your Plan utilizes an ADP/ACP safe harbor allocation method,the initial form of eligibility notice will include appropriate language to satisfy the initial safe harbor notice requirements,but subsequent notices will not. You understand and acknowledge that Voya in providing this service is not exercising any discretion and is therefore not acting as a fiduciary when providing this administrative service. You are ultimately responsible for final determination of eligibility for Plan participation. B. Your responsibilities In addition to providing timely and accurate information for this service,You will be responsible for the following: • Upon transition of the Plan to this service,You will provide Voya with anniversary year to date and Plan year to date hours for all employees through the effective date of this Agreement.Subsequent submission of hours will be required on a pay period to date basis. • You are responsible for monitoring the Plan entry date window. • You are responsible for notifying Voya of all rehired employees so that employee status can be reflected properly with Voya. • You are responsible for notifying Voya when Participants in an ineligible classification move to an eligible classification so Voya's systems will recognize these employees accordingly. • You are responsible for submitting to Voya census data for eligibility tracking for all employees with each payroll.If census data is not submitted with each payroll,Voya will not provide this service.Therefore,You will be responsible for tracking eligibility until such time as census data is submitted to Voya. • If Your Plan contains an ADP/ACP safe harbor arrangement,You will be responsible for providing ongoing annual notices to Your Participants.Voya's notification will only cover the initial notification. • If Your document permits ineligible employees to roll money into the Plan,You will be responsible for monitoring eligibility for any employee with a rollover who has not yet met Your Plan's eligibility requirements.You must notify Voya to issue the appropriate eligibility notices once the employee has met those requirements. C. What's not covered This service is not available to You if Your Plan document contains any one of the following provisions: • Entry dates that do not coincide with a calendar quarter(off calendar year Plan Years). • Different eligibility requirements and/or entry dates for different contribution types(e.g., match, profit sharing, etc). This service would be limited to the employee deferral contribution type. • Account allocation conditions for a contribution(e.g.,last day, 1000 hour, etc.). • This service does not include monitoring of eligible classes of employees(e.g.,part-time employees). • Dual eligibility requirements on same source of funds. • Eligibility with an entry date immediately after working 1000 hours(where completion of computation period not required). • Service requirement less than twelve months of service where hours are required. Page 16 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTUPLANINIT N N OPTIONAL SERVICES (Continued) N " 2. ACH Debit ••1 If elected in the Service Profile,an electronic funds transfer is initiated from Your bank account(s)specified in the Service Profile. os A. Obligation of the Plan Sponsor/Trustee Voya is authorized to promptly execute Plan Sponsor/Trustee instructions received via the Internet or U.S. Mail in a format acceptable to Voya. Voya processes requests the same day if received by Voya prior to the close of the New York Stock Exchange(NYSE)on any day the NYSE is open and transfer funds to the operating account at JP Morgan Chase Bank in New York.By providing bank account information for ACH Debit and signing this Agreement,the Plan Sponsor/Trustee authorizes Voya access to the customer bank account information that is included in the Service Profile for the purpose of executing an ACH Debit each time that remittance information is received for processing by Voya.All instructions received after this time will be deemed to have been received on the next Business Day. B. Cancellation or Amendment that shall use reasonable efforts to act on authorized requests to cancel or amend instructions received provided t at such requests are received in a timely manner. However, Voya assumes no liability if the request for amendment or cancellation cannot be satisfied. C. Errors Voya shall assume no responsibility for failure to detect any erroneous instructions provided that Voya complies with the instructions as received.It shall be Your responsibility to notify Voya that a user ID and password are no longer valid or secure. D. Fees for Rejected ACH Debits In the event Your bank notifies Voya that it is unable to process an ACH Debit and such reject results in a fee being charged to Voya by either Your bank or Voya's bank,You agree that You shall reimburse Voya for all fees and expenses associated with the rejected ACH Debit. E. Terms of Use Voya will provide You with instructions for the use of the ACH Debit service and reserves the right to modify the processes and workflows from time to time with notice to You. 3. Automatic Enrollment Service/Automatic Rate Escalator Service The Contribution Rate Change Service is required for this service. Service not available to 457(b) Top Hat Plans. If the Automatic Enrollment Service is elected,Voya will automatically enroll Participants 30 calendar days after all Plan requirements are met.If You have elected the Participant Eligibility Tracking Service this will be the Participant's Plan entry date. If the Plan's service or entry date requirements together are 1 month or less,Automatic Enrollment will occur 30 calendar days after the entry date.If the Plan is not using the Participant Eligibility Tracking Service the Automatic Enrollment date will be 30 calendar days from the time census is provided to Voya.The 30 calendar day period shall start on the date that Voya generates the notice before it is mailed to Participants. If the Automatic Rate Escalator Service is also elected,Voya will automatically increase the deferral percentage for Participants who have been automatically enrolled. Participants will be notified 14 calendar days prior to being increased. If Your Plan currently does not contain provisions which would permit automatic enrollment,please contact Your document provider to amend Your Plan Document. Once the Plan Document has been amended,Voya will be able to offer this feature. Election of this feature in the Service Profile does not add this service to the Plan.This service would begin once the implementation of Your Plan with Voya is complete. As fiduciary, You acknowledge that You are responsible for ensuring that the Automatic Enrollment Service complies with Your state laws in regards to wage withholding. The payroll withholding laws of Your state should be reviewed to determine if deductions without an employee's written consent are permitted,prior to implementation of this program. 4. Automatic Account Re-alignment Service The Automatic Enrollment Service and/or Automatic Rate Escalator Service must be elected in order to apply the Automatic Account Re-alignment Service. This service will apply to Participants in the Plan that have not affirmatively opted out of the re- alignment.This would include Participants who are eligible but not participating in the Plan,as well as those with an election less than the percentage identified in the Plan.If Your Plan offers multiple elective contribution sources,then the Participant's deferral rate in those sources will be combined for the purpose of determining their current rate.Any changes made will apply to the pre tax deferral money source. Participant notification shall be sent on the date indicated in the Service Profile providing the Participant the opportunity to opt out of the re-alignment service.If no action is taken on behalf of the Participant within 30 calendar days and the Participant's deferral rate is below the Plan's automatic enrollment rate then the modified automatic deferral will be applied to the Participant's account and reported on the next scheduled payroll feedback file. For a Plan that has Automatic Rate Escalator Service,the deferral rate escalation schedule will be applied 30 calendar days after the Participant Notification Start Date indicated in the Service Profile. The actual increase will take effect on the date indicated in the Plan. Please note that any Participant who has deferred the maximum amount allowed by the Plan within 30 calendar days of the Participant Notification Start Date will not be included in the Automatic Account Re-alignment Service. Page 17 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTL/PLANINIT ea pa OPTIONAL SERVICES (Continued) A 5. Investment Reset Service(only available to Plans subject to ERISA) This service is not available in conjunction with option 2 in the Plan Installation/Asset Transfer section of this Agreement. To cs elect this service the Plan must have a Qualified Default Investment Alternative(QDIA)as the default option.If elected,Voya will automatically invest existing and future amounts in a Participant's account in the QDIA unless the Participant has opted out.The Investment Reset Service will apply to all active Participants,regardless of whether the Automatic Account Re-alignment Service applies to their account under the Plan.This service will not apply to inactive Participants in the Plan. Investment reset applies to all funds in which a Participant may invest except those funds that have specific trading restrictions or are subject to advisory services.Examples of these funds include,but are not limited to funds under Have Morningstar Manage My Plan,Asset Allocation Made Easier, Wealth Management Retirement, Guaranteed Accumulation Account, Self-Directed Brokerage Option, Company Stock or Voya Lifetime Income Protection Program. 6. Investment Allocation of Future Contributions and Interfund Exchanges You have the ability to place restrictions on the frequency by which a Participant can make investment allocation changes for their future contributions or interfund exchanges.Please contact Your Voya representative if You wish to implement these limits.Note: Any employer directed sources will not allow for interfund exchanges or future investment allocation changes by the Participant. 403(b)Plans only You authorize our acceptance of Participant initiated exchanges between the 403(b)(1) fixed annuity contract and the 403(b)(7) custodial account,or vice versa,under Your Plan. 7. Temporary PIN Delivery Voya requires a PIN for phone services and first time online account registration. Participants are sent a PIN via U.S. Mail after enrollment.Temporary PINs can be delivered to Employees at Your organization's email address when an email domain registered to Your organization is provided. 8. Online Beneficiary Storage If elected,(a)Voya will store Participant's beneficiary information that the Participant enters into Voya's Participant Website on a prospective basis only;(b)Voya will not accept Participant beneficiary information submitted on paper forms unless the request is from a married Participant electing a non-spousal beneficiary. Please note that Plan Sponsor sign off is required for all death benefit payments from the Plan as Voya is not serving as the book of record for Participant beneficiary designations. It is Your responsibility to ensure that the beneficiary designations are in compliance with the Code and Your Plan document. You are responsible for the administration of any spousal consent requirements. 9. Statement Messaging If Your Plan has either Floor Offset(i.e.,the benefit under this Plan is reduced by benefits accrued under another Plan sponsored by the same employer)or Permitted Disparity(i.e.,this Plan includes a formula for allocation of certain employer contributions based on the permitted disparity(Social Security integration)rules),Voya has the ability to include a standard message explaining either of these items on Your Participant statements.Please contact Your Voya representative if You wish to review any of these options. 10. Paperless Loans,Withdrawals and Distributions(Not available if Your Plan uses a Master Aggregator Service,is a 457(b)non- governmental Plan or Your Plan has legacy vendors.) If You indicated in the Service Profile that Your approval is not required for loans and distributions,You desire that Voya process electronic claims for Plan distributions without requiring Your signature or similar written instructions. A. Paperless loans,withdrawals and distributions Voya will process electronic claims for Plan loans, withdrawals and distributions without requiring Your signature or similar written instruction.All census data requested in this Agreement must be provided to Voya within the agreed upon timeframe in order for Voya to provide this service.If census data is not provided as requested,then this service will be discontinued. B. Process loan,withdrawal and distribution claims For Your Plan,Your procedures and rules for processing electronic loan,withdrawal and distribution claims are and will be set by this section and Your Plan document together with any further instructions You furnish to Voya. C. Paperless procedure You instruct Voya to process claims on the following basis: If the claim states facts that meet all requirements of a form (including a computer-based form)and the most recent computer record You furnish does not state a relevant fact contrary to the claim,You approve the claim and instruct Voya to pay it. If a claim fails to meet a requirement of the form(or states a fact contrary to the most recent computer record),Voya will not process the claim. D. Severance from employment You instruct Voya to process a claim for a termination distribution if the most recent computer record You furnished shows a termination date that is the same as or earlier than the date Voya processes the claim. If a termination date is not received, Voya will not process the claim for a termination distribution. Page 18 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTUPLANINIT OPTIONAL SERVICES (Continued) oa E. Vesting For each Participant, You will furnish computer records (including actual hours, if applicable) sufficient to enable Voya to compute a Participant's vested percentage under the Plan solely from those records.You instruct Voya that the absence of a computer record means that You instruct Voya that the Participant may not receive a paperless loan,withdrawal or distribution. F. No spouse's consent ti You confirm that Your Plan does not provide for a qualified joint and survivor annuity or qualified preretirement survivor annuity, and does not require a spouse's consent to any distribution,withdrawal or loan. G. Transactions that cannot be paperless Some transactions will not be processed in a paperless manner and will require Your approval. Some examples of these transactions include: • Residential loans • Loans requiring additional criteria to qualify(i.e. must meet hardship for loan) • Hardship withdrawals • Emergency withdrawals • Death benefit payments H. Risks You represent,warrant,and covenant that You made a carefully considered decision to assume,and will continue to consider, the risks of using the paperless loan, withdrawal and distribution service. Beyond forgeries and other frauds, these risks include (but are not limited to) risks that Voya will pay a claim that You, had You evaluated the claim other than under this Agreement's procedures,would not have approved. You may end this service with one week's notice in writing to Voya. If the United States Department of Labor revokes or changes, or an ERISA Advisory Opinion or Information Letter or a court decision calls into question, either the conclusion or the reasoning of either question or answer D-2 of Interpretive Bulletin 75-8(29 C.F.R.§ 2509.75-8/0&A-D-2),Voya may end this service on one Business Day's notice to You. STANDARD SERVICES 1. Plan Document Unless otherwise elected in the Service Profile section, Voya will furnish a Plan document (using Voya's document), adoption agreement,and draft summary Plan description(if applicable)(" Plan Documents"),based on Your current Plan and instructions. Voya will prepare restatements as required by Revenue Procedures 2007-44 and 2011-49. Non-regulatory (or discretionary) amendments are available upon request for an additional fee as outlined in Your Program Highlights and Your Fee Summary. Amending an individually designed Plan to the Voya prototype document(if applicable). When converting an individually designed Plan to a pre-approved Plan (e.g., prototype) it is important to consult the Plan's attorney regarding the need to sign an IRS Form 8905 Certification of Intent to Adopt Pre-Approved Plan,before the expiration of the individually designed Plan's five-year remedial amendment cycle.This form can be obtained from the IRS Website. 2. Plan Communication and Enrollment Services You must provide Participants with a full enrollment kit,which includes Voya's Plan Highlights, product disclosure material,fund one-page summaries and fund performance.Participants will be informed that the fund prospectuses are available by calling their local representative.Enrollment services will be in English,however,a number of Spanish materials may be available. Voya will conduct group meetings to explain Your Plan to employees at the times and places we mutually agree. The online enrollment service allows Participants to enroll on the internet,and can be accessed at any time by Participants.Voya will provide You with an automated report showing Participants who have enrolled via the internet. It is Your responsibility to update the payroll system to reflect these Participant enrollments. Please ensure these employees are eligible to participate in the Plan before sending Voya payroll contributions.Submission of census data is not required for this service. 403(b)Plans only You have responsibility for providing Your employees with any "Universal Availability" notices required under the Code and related Regulations for which the Plan is subject. Page 19 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTUPLANINIT •'• STANDARD SERVICES (Continued) • 3. Contribution processing services You must furnish all requested census data before the date contributions are submitted to Voya. Upon receipt in Good Order, en Voya will allocate contributions to Participants under the Plan. Contributions will be acknowledged in writing to You within two (2)Business Days of receipt. If the corresponding data file is not received in a timely fashion and is not in Good Order,You will �,. be notified.If contributions and the corresponding data file are sent prior to the establishment of Participant accounts or are not received in Good Order,the contributions will be held uninvested up to ten(10)Business Days. If account(s)are not established within ten(10)Business Days or the contributions and corresponding data file continue not in Good Order,the contributions will be returned to You. Department of Labor regulations require that contributions and loan repayments (other than union dues) withheld from an employee's wages or paid to the employer by a Participant must be sent to the Plan on the earliest date these contributions can reasonably be separated from the employer's general assets.Small Plans,Plans with fewer than 100 Participants at the beginning of the Plan year,may avail themselves of a safe harbor that permits such assets to be deposited no later than the 7th Business Day following the day on which the contributions are received by the employer,or the 7th day following the date that such amounts would have been payable to the employee in cash. You understand that once contributions are made to the Plan,they can only be distributed based on the Plan distribution rules. You are responsible for clearly communicating to employees the time frame for opting out of the Plan. A. What's not covered Voya requires one electronic fund transfer per payroll file. Multiple locations may result in a pricing change.Any variation of this requirement will not be processed. Voya's services do not include computing or monitoring: • employer matching contributions with each payroll;and • contributions under a new-comparability or age-weighted formula. B. Voya has no responsibility for missed or late contributions You must remit contributions in a timely manner in accordance with Your Plan and applicable law. Notwithstanding anything in this Agreement to the contrary, Voya will have no duty or authority to collect any contributions. Voya will have no duty or authority to inform You or anyone of any facts concerning any contributions that were not remitted to Voya,or that were remitted late. C. Return of contributions for mistake of fact Voya will,on Your written instruction,return to You contributions that You instruct were made by Your mistake of fact.You will pay Voya's processing fee based on our standard hourly rates to process Your instructions.Any return of contributions will be subject to loss,and applicable investment fees and charges(including deferred sales charges). D. Computing allocation amounts For an additional fee upon Your request,Voya will calculate the amounts that will be allocated among Participants based on the census data that You provide and the amount that You have decided to contribute.Voya will compute the allocation amounts only for integrated or pro rata profit sharing contributions and year-end match at a set percent that does not change. E. Partnership allocation(if applicable) You alone are responsible for determining and making partnership allocations(if any). F. External payroll vendor If You elect to have Voya work with an external payroll vendor,You must notify the payroll vendor that Voya will contact them. Your payroll vendor may require Your authorization to work directly with Voya.Voya's ability to work with Your external payroll vendor is dependent upon the vendor's willingness to do so. 4. Statements and Reports A. Overview Except as otherwise provided by this Agreement,Voya will use its records to generate the following reports: • Participant statements will be generated and posted online quarterly, accessible via the Participant Website. If You elected Online Statement Delivery service, Participants will receive an annual notice via mail indicating their statements can be found online.Participants participating in 403(b)Non-ERISA Plans,or Plans linked to a 403(b)Non-ERISA Plan or in plans where Online Statement Delivery service was declined,the Participant will receive their statement via U.S. Mail in addition to being provided on the Participant Website. • Separately,for those Participants who have signed up for electronic notice delivery,e-mail notifications will be sent. • At any time, Participants may opt for mailed statements by updating their preferences on the Participant Website, or speaking with a customer service representative. Page 20 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTUPLANINIT STANDARD SERVICES (Continued) • Participant activity confirmations for recurring and non-recurring transactions will be posted to the Participant Website and will also be mailed to Participant homes if the Participant has not selected electronic delivery. ° • Plan level confirmations including transactional activity will be made available to You via paper as well as the Plan Sponsor Website. t\1 to • Sponsor Activity Report will be made available to You via the Plan Sponsor Website. B. Valuation Voya will compute the value of individual Participant accounts as of each Business Day. C. Payroll Feedback File Payroll feedback files and reports are posted to the Plan Sponsor Website coinciding with Your payroll frequency.If You have multiple payroll frequencies,this report will be based on the most frequent payroll. If reporting is requested separately by division/sub-location in the Service Profile,feedback files will be available on one frequency only. 5. Ad Hoc Mailing Services Upon request,Voya may perform ad hoc mailing services in accordance with Your direction on behalf of the Plan. In performing ad hoc mailing services,You agree that Voya is not a fiduciary within the meaning of ERISA,the Investment Advisers Act of 1940, or any state law.Moreover,You agree that Voya can rely conclusively upon any and all information provided by You,and shall not be liable for any errors in connection with the ad hoc mailing services that arise from such erroneous information.There may be an additional charge for these services. 6. Automatic Account Rebalance A. Overview This service is available to all Participants with a balance. It allows Participants to establish scheduled periodic account rebalancing to their current investment allocations. B. How it works Participants may make the automatic rebalance election through the Voya Participant Website,the Voice Response System (VRS)or by speaking with a customer service associate(CSA). At the Participant's elected frequency,(which can be set up for quarterly, annually, or semi-annually)fund balances will be automatically re-aligned according to the Participant's current investment election percentages. Any interim transfers or investment elections made by the Participant will turn off the functionality. When the Participant processes a transaction through the Participant Website,a pop up message alerts the Participant that the automatic rebalance will be cancelled. C. Restrictions Some fund(s) may not be available for automatic account rebalance. This service will not be an option for Participants who are enrolled in Morningstar®Retirement Managers'",Asset Allocation Made Easier,Self Directed Brokerage Account or Voya Lifetime Income Protection Program.CONVERSELY,Participants who are enrolled in the automatic account rebalance feature who subsequently enroll in Morningstare Retirement Managers"', Asset Allocation Made Easier or Voya Lifetime Income Protection Program will have this feature turned off. 7. Contribution Rate Change Service This service allows Participants to make contribution rate changes via the Participant Website. You must furnish Voya current Participant contribution rates. NOTE:Voya's systems will allow these changes to be entered by Participants at any time. If Your Plan document restricts the frequency by which a change can occur,this would be monitored via Your payroll process. Voya will provide You automated reporting showing Participants who have modified their contribution rate via the Participant Website. It is Your responsibility to update Your payroll system to reflect these new deferral rate changes. If Voya is automatically reinstating Participants after their hardship withdrawal,this service will begin with hardship withdrawals initiated after the effective date with Voya only. 8. Participant Directed Contribution Rate Escalator A. Overview The Contribution Rate Escalator allows Participants to elect automatic increases in deferral rates by logging onto the Participant Website and indicating the frequency and amount of the deferral increase. B. How it works Voya will send a reminder to the Participant 14 calendar days prior to the automatic increase.The Contribution Rate Escalator does not apply to catch-up contribution elections. If there is a conflict between a Participant's Contribution Rate Escalator election and the Plan's limits,the Participant's rate increase will be cancelled. Page 21 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTUPLANINIT `NI STANDARD SERVICES (Continued) 9. Loans If permitted under the Plan, Voya will process loans in accordance with information outlined in the Service Profile, Plan document and applicable loan policy/loan provisions.Loan payoffs received by ACH debit or check,if applicable,are subject to a seven business day hold which may impact loan availability during that period. A. General Purpose Loan Term Section 72(p)of the Code requires Plan loans to be repaid in full no later than 5 years from the date of the loan (except for loans used to acquire principal residence of the Plan Participant). Accordingly,it is necessary to provide for a loan repayment term that is less than 60 months in order to meet this requirement. B. Loan Default Monitoring Voya will actively monitor loans.You confirm that Your Plan document and applicable loan policy or provisions define the cure period for missed loan repayments as the last Business Day of the calendar quarter following the calendar quarter in which the loan payment was due(the"Cure Period")and that You have adopted the Cure Period as the default period on all existing and future loans.Loans will be defaulted under the following conditions: • Participants are behind in their payment schedule where any payment is not paid in full before the end of the Cure Period in which the payment was due. • A loan is not paid off by the last Business Day of the month following the month of its maturity date. You must follow the loan amortization schedule generated by Voya for repayment.Voya will not code a loan as in"default"in any year after the year the default actually occurs. Reports to Plan Sponsor—You will receive the following reports on a monthly basis(as applicable): • Missed Loan Payment Report • Delinquent Loans Warning Report • Loans Past Maturity Date Report • Deemed/Offset Loans Report • Payroll Feedback File and Report(based on payroll frequency) Notification of Default to Participants—Voya will provide the Participant with the following(as applicable): • Warning letters(notifying of past maturity date or missed payment as of last quarter) • Loan Default Confirmation C. Loan Interest Rate Monitoring Service Voya will update the loan interest rate on the Plan based on the information You furnished in the Service Profile. The loan interest rate for Your Plan will be updated on the first Business Day of the month following the month in which a change in the index occurs. It is Your responsibility, at all times,to determine whether this loan interest rate formula continues to be appropriate for the Plan,and for notifying Voya of any changes in the method used to set the loan interest rate. D. Loan Approval All loan requests must be approved online through the Plan Sponsor Website.While signed paperwork should be returned to Voya,the Plan's online approval is still valid if such paperwork is not returned to Voya.Voya may rely conclusively on any direction provided by the Authorized Plan Sponsor Representative(as elected in the Service Profile)or any designated approver. 10. Voya's Notice Service—Participant Notification The following Services shall be provided by Voya subject to Sections 2.1,9.1 and 9.3 of this Agreement.In addition all Participant data necessary to perform the Fulfillment Service must be provided to Voya no later than 60 days prior to any regulatory notification timing requirement and the Plan must be turned on for record keeping services. A. Standard Service Service is required if Plan is using Morningstar® Retirement Managers"" or Asset Allocation Made Easier as QDIA, or Automatic Account Re-alignment Service.If elected,Voya will provide regulatory notices to covered employees for a Plan that offers any combination of the following: • Qualified Default Investment Alternative(QDIA) • Automatic Enrollment Service with or without Automatic Rate Escalator Service • Participant Eligibility Tracking Service for a Plan with an ADP/ACP safe harbor allocation method Initial Notices provide Participants with an explanation of the respective feature and may include the following: the percentage of employees'pay to be contributed to the Plan,the investment option(s)available,and the default investment if an employee chooses not to enroll and select an investment option. The notice will also advise employees of their right to revoke the automatic withholding (if applicable)and their rights to increase,decrease or stop contributions and instruction on how to do so. Initial notices for Plans not using the Automatic Enrollment Service,will be included in the enrollment kit and/or available through the Online Enrollment Center. Page 22 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTUPLANINIT N " STANDARD SERVICES (Continued) Annual Notices are required to be provided to Participants who have been default enrolled into a QDIA fund and/or are automatically enrolled,or subject to an automatic increase schedule.These notices will remind Participants of their deferral amounts and of their right to increase,decrease or stop these contributions,also including the procedure to do so. 3 Note that Voya will not provide: • Annual notices required for an ADP/ACP safe harbor. • Notices to Participants defaulted into a QDIA fund who were enrolled prior to the addition of the notification Service with Voya (unless data is provided by the Prior Recordkeeper or Plan Sponsor at time of conversion). • Annual notices to Participants automatically enrolled prior to transition to Voya where Voya did not receive such data upon transition. • Notices to Participants who have made an affirmative election out of automatic enrollment. B. Enhanced Service-not applicable for Non-ERISA Plans If elected,Voya will provide notices outlined in the standard service as well as certain additional notifications to Participants based on Plan provisions.This level of service is intended to satisfy applicable regulatory requirements. The following notices shall be mailed directly to Participants—as applicable: • Annual Safe Harbor notice(ADP/ACP and QACA) • Fund Change(Fund family initiated) • Fund Change(Sponsor Initiated)—Sponsor direction to Voya required • Sarbanes Oxley(Census File to be provided 45 days in advance of blackout start date) • Participant Fee Change Notice—Sponsor direction to Voya required • Participant Fee Disclosure(Initial notice—ongoing newly eligible only) • Participant Fee Disclosure(Annual) • Mandatory Distribution/DiMinimus Force out notice—Sponsor direction to Voya required • Required Minimum Distribution • Summary Plan Description(SPD)-for Plans utilizing Voya's Plan Document • Summary of Material Modification(SMM)-for Plans utilizing Voya's Plan Document • Summary Annual Report(SAR)-for Plan's where Voya provides 5500 services 11. Interfund Exchanges Voya has adopted an Excessive Trading Policy and monitors transfer activity.A violation of the policy could result in a restriction of electronic transfer privileges.Please review Voya's Excessive Trading Policy for more details. Fund level restrictions will apply if the Plan has elected the equity wash option and has made available competing investment options.Please review the Sponsor Information Booklet for more details. 12. Administrative Holds Restricting Participant Accounts (Administrative Holds): The Plan Sponsor directs Voya to place an administrative hold on a Participant's account upon receipt of a signed or draft domestic relations order(DROs)or joinder,federal tax levy,or upon the receipt of other types of court orders that assert a claim to Plan benefits. Placing an administrative hold on the Participant's account(s)will prevent the Participant from taking distributions,including loans.The Participant will continue to have the ability to make allocation changes and fund transfers to his/her account.With the exception of DROs,the restriction will remain on the account until such time that Voya is advised to remove the administrative hold either by the Plan Sponsor or upon receipt of a court order indicating that the matter has been resolved and the hold is no longer needed. Administrative holds placed on a Participant's account due to DROs shall remain on the account for a period up to 18 months,or if earlier, until the date Voya is advised to remove the administrative hold either by the Plan Sponsor or a court order indicating that the matter has been resolved and the hold is no longer needed. If a subsequent order is received a new 18-month period will be activated. Notwithstanding the foregoing,with respect to joinders issued,the restriction will not be removed until Voya receives either:(1)a QDRO;(2)a court order vacating/dismissing the joinder;or(3)or a final judgment that awards the Participant all of the Plan benefits. 13. Power of Attorney,Guardianship or Conservatorships Voya will determine the validity of the documentation received relative to a power of attorney,guardianship or conservatorship. Once the documentation is determined to be in Good Order,Voya will set up or modify the existing account as directed in the documentation received. Page 23 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTUPLANINIT STANDARD SERVICES (Continued) 14. Plan Distribution Services A. Voya will compute minimum distribution amounts Voya will compute required minimum distribution(RMD)amounts required under IRC§4O1(a)(9)based solely on the data You ra furnish to Voya and is recorded in Voya's record keeping system. Please refer to the Administrative Procedures Manual for further details.Voya will furnish You a report showing which Participants might be required to receive a distribution under IRC §4O1(a)(9).You must review the report,confirm the data,and instruct Voya in writing of any discrepancies in the report.When You confirm the accuracy of the data in writing,Voya will accept this as Your direction to process distributions from the Plan in accordance with IRC§4O1(a)(9).With respect to 4O3(b)Plans,Voya will calculate the RMD amount but not distribute the RMD amount unless the Participant requests such payment. For a Participant already receiving minimum distributions,You must(i)provide Voya specific written instructions to calculate and process the RMD and (ii) ensure that Your prior recordkeeper has provided Voya all necessary historical data on the Participant's minimum distributions. B. Services offered to retiring and exiting employees Voya shall offer specialized services to retiring and exiting Participants through registered representatives of Voya Financial Advisors,Inc.an affiliated broker-dealer(VFA).The registered representatives have specialized knowledge regarding options available to these Participants including the benefits of remaining in the Plan,specific distribution rules,taxation of distributions, investment alternatives and retirement planning.At the request of the Participant,these registered representatives may also explain and offer the rollover IRA products through VFA.If the Participant elects certain distribution options that result in the sale of an IRA product,Voya and its affiliates may receive additional revenue. In addition, employees of VFA may receive compensation in connection with a Participant who elects to remain invested in the Plan or who purchases an IRA product through VFA. In addition, retiring and exiting Participants will also have access to the online tool that active Participants may access,the Personal Financial Dashboard,so that they may aggregate,organize,and monitor their financial accounts in one convenient location. Individuals can call Voya at the toll-free number highlighted in the tool with any questions about this tool, and, should they ask for help with their broader financial needs, Voya has additional phone based services available through financial advisors registered with VFA. 15. Asset Consolidation Services Voya shall offer consolidation services to the Plan Participants to help them understand options available for consolidating outside qualified Plan accounts into the Plan. 16. Financial Counseling Services Financial counseling services are also available to active and terminated employees through VFA.These services,some of which are fee based,are provided by licensed financial advisors and,as agreed upon with the individual employee,include an analysis of the employee's complete financial situation and allow for customized goal planning potentially incorporating retirement income planning,estate planning,social security and pension analysis. Fees for this service are charged directly to the employee and will not be withheld from any Plan Participant account.This service is offered outside of the record keeping services described in this Agreement and is not subject to ERISA. In order to facilitate the delivery of the financial planning service,Voya may use the Participant data to the extent and for purposes authorized by the Participant whose data is being used. 17. Personal Financial Dashboard Participants will have access to an online tool, the Personal Financial Dashboard, so that they may aggregate, organize, and monitor their financial accounts in one convenient location.Individuals can call Voya at the toll-free number highlighted in the tool with any questions about this tool, and, should they ask for help with their broader financial needs,Voya has additional phone based services available through financial advisors registered with VFA. 18. Plan Accounts A. Plan accounts Voya will keep records of Plan accounts based on the information provided from time to time by or on behalf of You or Participants.The records will set forth transactions under the Plan that affect the balance of an individual Participant's account. Voya will process the periodic repayment amount for all Plan loans and the allocation of the repayment among the applicable investment alternatives,and will advise You of the resulting payroll deduction to be made for such purposes. B. No accrual accounting Voya will record a change in a Plan account when it results in a"purchase"or"redemption"of fund shares or other investment. Voya will not make or keep any record of a contribution receivable,distribution payable or similar accrual.All transactions are reported on a cash-accounting basis. Page 24 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTL/PLANINIT za STANDARD SERVICES (Continued) ,; 19. Non-discrimination Testing Services(ERISA Plans only) A. Non-discrimination testing If Your Plan is subject to one or more non-discrimination requirements under the Code,Voya will assist You in testing Your v Plan's compliance with applicable requirements by taking the actions stated by the provisions below. Additional fees may apply for certain complex testing scenarios such as multiple test"runs"or where disaggregation is required.Where additional fees would apply,an estimate of these fees will be provided.Additional testing referenced above provided upon request only. B. Tests to be performed Unless otherwise elected in the Service Profile section,Voya will perform once each year Actual Deferral Percentage testing under IRC§401(k)(3);Actual Contribution Percentage testing in accordance with IRC§401(m);test for the Limit on Elective Deferrals under IRC§402(g);and testing on the Annual Additions Limit in accordance with IRC§415(c).Voya will not aggregate this Plan with any other Plan for testing purposes.Voya will not perform any test required or permitted under IRC§401(a)(4), 414(s),or 410(b). Additionally, upon request, Voya will identify Highly Compensated Employees, perform a uniform Qualified Non-Elective/ Matching Contribution(QNEC/QMAC)calculation at year end,and offer one top-heavy test per year. C. You will furnish the necessary information You will complete and return to Voya the census data request package necessary to perform the above listed tests,in Good Order within 30 calendar days after Your Plan year-end. If Voya does not receive the requested census data in Good Order within 30 calendar days after Your Plan year-end,Voya is not responsible for completing the tests under IRC§401(k)(3)or§ 401(m)before the 21/2 month after Plan year-end original corrective-distribution deadline.Voya is not responsible for following up with You if Voya has not received the requested census data. D. Testing reports After the close of each Plan year,Voya will send You a report that says whether Your Plan has"passed" or"failed"each of the tests,and,if the ADP test or ACP test is not satisfied,what actions You may take to meet that test.You must instruct any action You desire to meet any otherwise failed test.For"interim"tests,Voya will send You the"passed"or"failed"report,but need not give detail on correction methods until the year-end report. E. Top-heavy testing If the Plan is the only Plan You ever maintained,Voya will perform top-heavy testing for any determination dates that occur after Voya became Your recordkeeper and has received all prior assets and records, and so long as Voya is the service provider on Your Plan's determination date. F. Top-heavy contributions If the Plan is top heavy,You must timely make the required top-heavy contribution. G. No interim top-heavy tests Voya does not provide interim top-heavy tests under any circumstances. H. Interim ADP/ACP tests On Your written request,Voya will provide interim ADP and ACP testing. Please note: Interim testing based on year to date activity—hypothetical and projected calculations not available. 20. Form 5500 Services(ERISA Plans only) A. Form 5500 Unless otherwise elected in the Service Profile section,Voya will prepare the Form 5500 based upon information available for the Plan as of the end of the Plan year for Your review,approval and filing with the Department of Labor(DOL).The Form 5500 is prepared on a cash basis which is a reflection of the activity that occurs during the Plan year. Voya will not reflect accruals on the Form 5500. In accordance with DOL electronic filing requirements, Voya will provide the Form 5500 electronically to the person You designate.It is Your responsibility to ensure a designated individual's e-mail address is on file with Voya. Please note that services are performed only for activity reflected on Voya's records. Assets and/or records maintained elsewhere are not within the scope of Voya's services and may require You to secure services to ensure an accurate Form 5500 is prepared that combines all data for Form 5500 filing purposes. B. Audit When ERISA so requires,You must engage an independent qualified public accountant.For example,if You have more than 100 eligible employees, ERISA might require You to engage an independent accountant to examine Your Plans' financial statements.Also,if more than 5 percent of Your Plans'investments are non-qualifying investments,ERISA might require You to engage an independent accountant to examine Your Plans'financial statements.Voya will not engage any accountant on behalf of You or Your Plan. Page 25 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTL/PLANINIT sv w STANDARD SERVICES (Continued) C. Separate Account Annual Report You consent to receipt of the separate account annual statement which includes a statement of assets and liabilities of the separate account via the Plan Sponsor Website. 21. Plan Sponsor Website Authorized Plan Sponsor Representative The Authorized Plan Sponsor Representative that You identified in the Service Profile is the person at Your organization who is authorized to initiate and update transactions, e.g., changes to "Mail Delivery Preferences" for Your Plan, and control "Access Authorization"to Your Plan and Participant information made available electronically via the Plan Sponsor Website.The Access Authorization feature will also allow this contact to assign access to other individual users within Your organization and to determine the appropriate permission level of each subsequently authorized individual user to the Plan Sponsor Website.This contact will be responsible for monitoring the activities of each authorized user and permission level assigned to each of those individual users. Designating an Authorized Plan Sponsor Representative to the Plan Sponsor Website constitutes and shall be deemed an acceptance of the terms and conditions set forth in this Agreement. Activating, deactivating and changing an individual's access or transactional capabilities to the Plan Sponsor Website may be made by the Authorized Plan Sponsor Representative directly online. 22. Fee Disclosure A. Participant Fee Disclosure(ERISA Plans Only) Voya provides fee disclosure in accordance with DOL regulation §2550.404a-5. Voya also provides a data capture facility "Fee Data Entry(for 404a-5 Participant Disclosure)"available through the Plan Sponsor Website,to allow You to provide non- Voya Plan service fee information to Voya.This information is for fee disclosure reporting purposes only and will not support actual fee processing.Voya will post fee disclosure to the Sponsor and Participant Websites. B. Sponsor Fee Disclosure Post monthly Plan-level fee and expense disclosure reports(as outlined in DOL regulation§2550.408b-2)to the Plan Sponsor Website(and third party administrator website,if appropriate). 23. Default Investment Option/Immediate Deposit A. Default Investment Option For available investment options and applicable disclosure,please refer to the investment section of Your Program Highlights and Fee Summary. Please consider these options carefully, as You are making an investment selection for the affected Participants.Please note Voya does not monitor the ongoing appropriateness of the investment(s). If a Qualified Default Investment Alternative (QDIA) is selected, Voya will provide notices to Participants regarding Your selection of a QDIA option in accordance with applicable regulatory guidance.Further,it is Your responsibility to ensure that the Default Investment Option selected (or deemed selected) meets the applicable requirements of a "Qualified Default Investment Alternative"under Section 404(c)(5)of ERISA.The notices provided are described in the Section entitled:Voya's Notice Fulfillment Service-Participant Notices. B. Immediate Deposit Voya will establish a Participant account when assets or instructions are received for a Participant for whom an account has not been established.You authorize Voya to obtain the required information from the Authorized Plan Sponsor Representative. Voya is directed to allocate the newly established Participant accounts using the default investment option selected unless the Authorized Plan Sponsor Representative directs Voya to do otherwise. To establish Participant accounts using this feature,Voya requires Participant information to be received in a secure manner and meet Voya's file format and Good Order requirements.An electronic file is required. C. Target Date Suite In choosing a target date suite of funds as the default investment option for future contributions, immediate deposit, or automatic enrollment,it is important to understand the following: • Each Participant account will be assigned a specific portfolio and the portfolio assignment is determined using the date of birth for each Participant which must be provided by the prior provider or You. • You must work closely with the prior recordkeeper to ensure the accuracy of the dates of birth provided to Voya. If a date of birth is not available for a Participant, You hereby direct Voya to default the investment election to the most conservative fund in the target date suite for such Participant. • If a date of birth that Voya received is determined to be inaccurate,please provide Voya with the correct date of birth. Page 26 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTUPLANINIT ra STANDARD SERVICES (Continued) • You accept responsibility for these investment directions on Participants' behalf consistent with the terms of the Plan, understand that any protection that might have been available under Section 404(c) of ERISA may not extend to this investment direction,and agree to indemnify and hold Voya harmless from any claim that may arise from investing these funds as directed by You. N 24. Plan Conversion A. Final valuation If You maintain an existing Plan,You must furnish and certify to Voya a final valuation from the Plan's prior recordkeeper as indicated in Section 2.2 of the Agreement, You must furnish all minimum distribution information,year-to-date conversion data,and a valuation for the prior Plan year-end. B. Year-to-date information You must furnish to Voya all year-to-date information necessary for Voya to perform non-discrimination testing for Your Plan and prepare a draft of Your Plan's Form 5500 for the conversion year. If You do not furnish this data to Voya on conversion, Voya will not perform non-discrimination-testing services,and will not compile the draft Form 5500 for the conversion year. C. Sarbanes-Oxley If the parameters of the Sarbanes-Oxley Act are applicable, Voya will provide a copy of the Sarbanes-Oxley Act Details of Participant Notification Requirements,Key Points,and Sample Participant Black Out Notification which You can use as an aid in developing and distributing a Participant communication that meets the requirements set forth in the Sarbanes-Oxley Act. You will be responsible for complying with these requirements. D. Asset Transfer Voya will invest the transferred assets in the investment option selected for the Plan Sponsor/Trustee Account elected in the Service Profile until Participant allocation instructions are received and are in Good Order.Transferred assets will be deposited as of the date the wire is received by Voya if in Good Order and received prior to the close of the NYSE. Transferred Assets will be allocated to Participant accounts on the same day that allocation instructions are received if instructions are received in Good Order and prior to the close of the NYSE.Any interest earned pending allocation instructions will be posted to Participant accounts on a pro rata basis unless other instructions are provided. Allocation instructions need to be received in a secure manner and meet Voya's file format and Good Order requirements.Voya is authorized to obtain the required information from the Authorized Plan Sponsor Representative,third party administrator or the prior provider. Instructions received in Good Order and after the close of the NYSE or on a non-Business Day will be processed the next Business Day. If the instructions do not meet Voya's file format requirements,but are otherwise deemed to be in Good Order,Voya will process the transferred assets within three Business Days from the date the instructions are received(if the instructions are received prior to the close of the NYSE). If Mapping is elected in the Service Profile, and transferred assets are received prior to Participant data, Voya will invest the transferred assets in the Plan Sponsor/Trustee Account according to the mapping instructions provided in the Service Profile. The transferred assets will be invested as of the date the wire is received by Voya if a Plan level breakdown by fund is provided in Good Order.If no instructions are received,the Plan assets will be deposited into the Plan Asset Holding Account until a Plan level breakdown is received and in Good Order. 25. Definitions A. "Business Day"means any day the New York Stock Exchange(NYSE)is open for regular trading. A Business Day ends at 4:00 p.m. Eastern Time or, if earlier, the time that the NYSE closes trading, subject to the following paragraph. Voya may make reasonable rules,which may be related to business convenience,governing the time of day after which instructions will be treated as received on the next Business Day,and Voya may make different rules for different kinds of instructions.Without limiting the comprehensive effect of the foregoing,any investment instruction after the earlier of 4:00 p.m.Eastern Time or the time that any Fund must value its assets and price its shares will be treated as received on the next Business Day. B. "Good Order" means that instructions,data, and funds(if applicable)are complete, accurate, and in an acceptable format and received at the appropriate location,thereby avoiding the need for any research or discretionary judgment to be applied. Instructions received by telephone,fax, mail or acceptable electronic formats must be received in Good Order before the close of the NYSE, generally 4:00 p.m. Eastern Time, to qualify as current Business Day instructions. Any instructions or distribution requests deemed by Voya not to be in Good Order may be returned for correction and processed upon re- submission. Page 27 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTUPLANINIT ca PLAN SERVICES AGREEMENT ,94 N VOyA. 1 111 FINANCIAL g RECITALS WHEREAS,Client desires that Voya perform the Plan administration and record keeping services("Services")as defined herein, with respect to the Plan; WHEREAS,the fees for the Services to be provided,and the assumptions underlying such Services are set forth in this Agreement and attachments thereto; WHEREAS,the Parties wish to set forth in this Agreement their respective obligations and responsibilities; NOW,THEREFORE, in consideration of the foregoing and the mutual promises contained herein,and subject to the terms and conditions set forth below,Client and Voya hereby agree as follows: AGREEMENT 1.0 SERVICES The Parties have reached agreement on the Services to be rendered by Voya, and such Services, based upon the assumptions contained therein are set forth in the "Service Profile" and "Description of Services", attached. The Fees for such Services are set forth in this Agreement and in Your Program Highlights and Fee Summary.The Parties may,from time to time,amend,supplement,or replace the"Service Profile"and"Description of Services",or any portion thereof,as provided in Section 6 of this Agreement. 2.0 CLIENT RESPONSIBILITIES 2.1 Provision of Participant Data. Prior to the commencement of the Services and throughout the term of this Agreement, Client shall furnish or cause to be timely furnished to Voya all client information("Client Information")and Participant data ("Participant Data"), in a format acceptable to Voya, necessary for Voya to perform the Services. Participant Data shall mean all records and information in electronic form needed to perform services pertaining to Participants, beneficiaries and alternate payees and their benefits under the Plan. Participant Data shall be supplied by Client, any agent of Client, including but not limited to, any prior recordkeeper, trustee, custodian, broker/dealer, insurance company, mutual fund company,third party administrator and any other entity that provided services to the Plan, Participants or created by Voya or its subcontractors in the course of providing the Services.Client Information shall mean any and all data or information that is owned or developed by or licensed to Client and that is supplied to Voya by Client.Client Information may be stored and processed by Voya at any location and on any equipment owned or controlled by Voya(or its subcontractor). 2.2 Plan Conversion Data. With respect to existing Plans, Participant Data shall include minimum distribution information, year-to-date conversion data and the Plan's prior year-end valuation. The final valuation must be submitted to Voya no later than eight (8) weeks after all Plan records have been transferred from the prior recordkeeper. If this information is not timely supplied in a format acceptable to Voya, Voya may end this Agreement upon providing Client with one (1) week's advance written notice.Voya shall not be responsible for providing any Services hereunder until Client supplies an opening valuation in a format acceptable to Voya that reconciles all contributions to and benefit payments from the Plan 2.3 Accuracy and Completeness of Participant Data.Client shall be solely responsible for the accuracy and completeness of any such Client Information and Participant Data and shall promptly furnish or cause to be furnished accurate and complete Client Information and Participant Data to correct any inaccuracies or incompleteness with respect to Client Information and Participant Data previously provided to Voya.Client shall notify Voya in writing of any claimed error with respect to any Participant Data or report within thirty(30)days of discovering the claimed error.In no event will Voya be liable for correction of any such identified error to the extent that it resulted from erroneous Client Information or Participant Data.Voya will rely conclusively on any information provided by Client or Client's representative,and shall have no duty to inquire into and is not responsible for the authenticity or accuracy of such information or the actual authority of such person to provide it. 2.4 Duty to Provide Data on Ongoing Basis.Client,as the Plan's administrator,shall furnish or cause to be furnished to Voya on an ongoing basis accurate,complete and timely information on all matters relating to:(i)the identity of employees as they become eligible to participate in the Plan,elect to participate in the Plan,and terminate from Client;and(ii)the operation of the Plan generally,that impact the Services provided hereunder.Where a test or other optional service requires additional information,Voya shall have no obligation to perform such test or service until Client provides the required information. Page 28 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTL/PLANINIT to co AGREEMENT (Continued) 2.5 Participating Employers. Client represents,warrants and covenants to Voya that all participating employers in the Plan are listed in the Plan document,and that all participating Employers are treated as one employer for purposes of Section 414 of the Internal Revenue Code of 1986,as amended("IRC"or the"Code"). 2.6 Plan is Not a Multiple-Employer or Multi-Employer Plan.Client represents,warrants,and covenants that the Plan is not 0/4 a multiple-employer Plan described in IRC§413 or a multi-employer Plan described in the Employee Retirement Income Security Act of 1974 ("ERISA") § 3(37) or IRC § 414(f). Client understands and acknowledges that Voya cannot provide record keeping services for either a multiple-employer Plan or a multi-employer Plan. 2.7 Selection of Investment Options. Client shall be responsible for the selection of investment options under the Plan. Voya shall have no responsibility or discretion under the terms of this Agreement for the selection or oversight of any investment options that may be available for investment of assets held in trust under the terms of the Plan. Investment information or investment materials that may be provided by Voya to Client are not intended to constitute nor should they be construed as the provision of investment advice or investment recommendations by Voya with respect to any investment option that Client may consider making available for the investment of assets held in the trust.All investment options selected by Client are subject to Voya's Excessive Trading Policy. 2.8 Plan Qualification for 401 and 403(b)ERISA Plans.Client represents that the Plan is an employee pension benefit Plan that has either through the adoption of a prototype Plan document,a volume submitter Plan,or as an individually designed Plan,received an opinion letter,an advisory letter or a favorable letter of determination from the Internal Revenue Service (the"IRS")that indicates that the Plan meets the requirements of Section 401(a)or 403(b)of the Code and other provisions of the Code applicable to such Plan. Client represents that a trust has been established for this Plan in compliance with ERISA § 403 and IRC § 401, and a fidelity bond has been secured as required by ERISA. Client will immediately notify Voya if the foregoing representation is not true. To the extent the Plan is not qualified, or enters into a transaction that is prohibited by ERISA, Client shall be responsible for preparation and correction of the Plan with the Internal Revenue Service and,if applicable,the Department of Labor.Voya shall be under no duty to question the measures taken by Client pursuant to this Section 2.8.To the extent Voya agrees to provide Services relating to the correction of such errors,Client shall pay Voya its reasonable expenses incurred as provided in Section 3.2(b). 2.9 Non-Governmental 457(b) Plans. Client represents that the Plan is operated and designed as a "top hat" Plan and is established and maintained primarily for the benefit of select group of management and/or highly compensated employees.Client understands and acknowledges it is responsible for filing the necessary"Top Hat Statement"with the Pension and Welfare Benefits Administration within 120 days of adopting the Plan,where applicable,and communicating to all Participants that all assets contributed to the Plan must be owned and controlled by the Employer and subject to the Employer's creditors. You have responsibility for the overall Plan administration, including, as applicable, ensuring Participants who have separated from service have made a distribution election in the timeframe pursuant to the constructive receipt requirements of the Plan and Code. You acknowledge that You are responsible for providing the Company with any written distribution election form completed by the Participant no earlier than 30 days prior to the date the Participant has elected to receive distribution from the Plan. 2.10 403(b) Plans. The Client acknowledges that Voya does not record keep Participants' 12/31/88 balances and therefore Voya will not include this balance when determining amounts available for hardship or non-emergency withdrawals. 2.11 Securities Filings.Client is responsible for complying with all applicable securities laws.Without limiting the comprehensive effect of the preceding sentence,Voya will not file any information regarding Your Plan with the United States Securities and Exchange Commission or any State securities regulator.All reasonable requests of Voya for information in support of Client's preparation of a securities filing shall be fulfilled by Voya within thirty(30)days. 3.0 SERVICE STANDARDS AND ERROR CORRECTION 3.1 Service Standards.Voya represents that(i)its Services shall conform in all material respects with the"Service Profile"and "Description of Services";and that(ii)it will use due care in providing the Services.The Services shall conform to prevailing industry standards for comparable services. 3.2 Error Correction. (a) Voya Error. Voya's responsibility with respect to providing the Services is limited to correcting errors, within a reasonable time,which result from its computer system malfunctions, its staff errors or are otherwise caused by Voya's negligent acts. Voya shall make a good faith effort to correct any such error as soon as reasonably practicable after identification of the error when such correction is reasonably necessary and practical under the circumstances. (b) Client Error. Voya will attempt to correct, at Client's expense, processing errors resulting from Client, or Client's representative, or otherwise caused by the negligent acts of Client; provided that Client promptly notifies Voya of such error and furnishes all data to Voya reasonably necessary to make such corrections.Client shall pay Voya its reasonable expenses incurred in making such corrections. Page 29 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTUPLANINIT AGREEMENT (Continued) ro 4.0 COMPENSATION 4.1 General. In consideration for Voya's performance of the Services, Client agrees to pay Voya the Fees set forth in this os Agreement,and in Your Program Highlights and Fee Summary.Voya's fees are separate from and in addition to any fees under any other agreement,including an investment advisory agreement. 4.2 Effective Date of Fees. The Fees set forth in this Agreement, and in Your Program Highlights and Fee Summary, are effective as of the Effective Date of this Agreement. The Fees may be changed by Voya at any time by providing Client with at least sixty(60)days'advance written notice. 4.3 Record Keeping Fees. Client will pay, or cause the Plan to pay Voya the fees stated in Your Plan Highlights and Fee Summary.Voya will perform an annual review of its record keeping fees to determine if such fees should be increased or decreased based on the Plan's characteristics. 4.4 Payment of Fees.Client represents and warrants that the Plan provides that fees for services rendered to the Plan shall be paid by the Plan from Plan assets unless voluntarily paid for by the Plan Sponsor on behalf of the Plan. If Client does not pay a fee within sixty(60)days from the date of the first invoice,Client instructs Voya to automatically charge all fees due and all future charges without further notice against the Plan. 4.5 Bankruptcy.If Voya receives notice that Client is subject to a voluntary or involuntary bankruptcy liquidation,receivership, or rehabilitation proceeding,that notice is Client's instruction for Voya to collect all unpaid, accrued, and future service fees from Plan assets. 4.6 Plan Discontinuance. If Voya receives notice of Client's Plan discontinuance,the notice will constitute an Instruction for Voya to collect all pending and future service fees from Plan assets. 4.7 Additional Services. If Voya provides services in addition to those set forth in the "Service Profile" and "Description of Services",attached,Voya shall be entitled to be compensated in such amount as the Parties mutually agree in a written amendment to this Agreement. In addition,the charges under this Agreement do not include Voya's fees and expenses for any costs, including legal costs, associated with considering or responding to requests for documents, providing testimony, or participating in legal or regulatory proceedings as a result of the performance of the Services. Voya shall invoice Client separately for such reasonable fees and expenses. 4.8 Float. Voya and its affiliated companies earn income in the form of bank service credits on contributions awaiting investment and on payments awaiting distribution from the bank accounts that Voya maintains (or "float"). The bank service credits are applied against the bank service fees that apply to the bank accounts that Voya maintains and may not be redeemed for cash.Specifically,the bank accounts have been established to receive and hold for a reasonable time: • contributions or other amounts to be invested in Your Plan,or • amounts redeemed to pay a distribution or disbursement from Your Plan. Voya will receive income in the form of bank service credits(as described below)and offset such credits against bank service fees that are charged to Voya for the use of such bank accounts and for services provided by the banks for processing receipts or disbursements. Float Generated by Contributions.Voya uses a bank account to receive and hold contributions or other Plan deposit amounts to be invested. Contributions or other deposit amounts are held until instructions from a Plan representative who has been authorized to provide direction to Voya ("Authorized Instructions")are received in Good Order. Income in the form of bank service credits are earned on the bank account during any waiting period for Authorized Instructions.For Authorized Instructions received in Good Order by the close of the New York Stock Exchange(normally 4:00 p.m.Eastern Time),contributions or other deposit amounts will be invested on that Business Day. For Authorized Instructions received in Good Order after the close of the New York Stock Exchange,contributions or other deposit amounts will be processed on the next Business Day. Float Generated by Distributions.Voya and/or one or more of its corporate affiliates receives income in the form of bank service credits in connection with distributions or disbursements that Voya pays on the Plan's behalf. The service credits accrue during the period beginning when an amount is redeemed from the Plan's investment to fund a distribution or disbursement check and ending when the check is presented for payment. Additionally,from time to time,the corporate affiliate of Voya may receive money market like rates of return on other deposit or short term investment products in which distributions may be held until such time as the check is presented for payment. 4.9 Transaction Processing Errors. Voya seeks to avoid transaction processing errors to the greatest extent possible, but inadvertent errors do occur from time to time.When a transaction processing error for which Voya is directly responsible occurs, Voya will attempt to correct the error as soon as reasonably practicable after identification of the error. Once all necessary information has been gathered,Voya will promptly take corrective action to put the Plan and its Participants in a position financially equivalent to the position they would have been in if the Voya processing error had not occurred. Page 30 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTL/PLANINIT 6v AGREEMENT (Continued) Voya processes Your Plan's investment instructions on an"omnibus"or aggregated basis. If Voya's correction of a Voya processing error results in a loss to Your Plan or its Participants,Voya will absorb the loss.If any gain results in connection with the correction of a Voya processing error,Voya will net any such gain against other losses absorbed by Voya and retain any resulting net gain as a component of its compensation for transaction processing services, including its agreement to make Plan and Participant accounts whole for losses resulting from Voya processing errors. For more information on Lti Voya's error correction policy, please refer to attached Voya Retirement Insurance and Annuity Company's Policy for Correction of Processing Errors("VRIAC Policy").The VRIAC Policy and any updates to the VRIAC Policy is posted in the Sponsor Disclosure section of Plan Sponsor Website.With respect to Voya processing errors described in this Agreement, Voya Institutional Plan Services,LLC adheres to the VRIAC Policy. 4.10 Revenue Sharing.Client acknowledges and agrees that to the extent former or current affiliates of Voya perform services for the Plan,such affiliate may share any revenue received with Voya or may credit Voya for such revenue against amounts due from Voya to such affiliate. Such revenue sharing may include, but it is not limited to,revenue sharing in connection with investment management,brokerage or trustee/custodial services. 4.11 Other Compensation.Voya and its broker-dealer affiliate,Voya Financial Partners,LLC(VFP),have entered into contracts with certain investment funds and fund service providers (the "Funds") pursuant to which such Funds may compensate Voya and VFP for administrative and sub-transfer agency functions calculated with reference to the aggregate assets of the Plans of Voya's clients under management by such Funds and/or on a per-Participant basis investing in the Funds.In addition to the direct fees set forth in Your Program Highlights and Fee Summary,Voya's compensation shall include an additional fee equal to the amounts paid by the Funds.Any amounts payable by the Funds shall be paid directly to Voya. Arrangements under which such compensation is paid may include fees paid to VFP under a Fund's 12b-1 distribution Plan, and/or service or sub-transfer agent arrangements paid to Voya. Voya reserves the right to modify the fees stated in Your Program Highlights and Fee Summary,to the extent that fees payable from the Funds cease or are modified other than as a result of changes in Participant investment allocations. Client hereby represents and warrants to Voya that either Client,or another fiduciary independent of Voya,have(i)made the decision on behalf of the Plan to invest in the investment funds listed in Your Program Highlights and Fee Summary or to offer the investment funds as investment options under the Plan,as the case may be,and(ii)been fully informed of, and approved of,such fee arrangement prior to making such investment decision. 4.12 Permitted Investment Disclosure.When Client signs this Agreement,or signs any amendment to this Agreement which further describes or changes Voya's compensation under the Agreement, this serves as a confirmation that Client has received the information contained in this Agreement or amendment, as applicable, and that Client approves of the use of the Permitted Investments along with any compensation to Voya and its affiliates that results from purchases of the Permitted Investments. For purposes of this Section, "Permitted Investments" include those Funds set forth in Your Program Highlights and Fee Summary,and any Participant loan(s). 4.13 Affiliated Investment Options.Investment options available under this arrangement include both affiliated and unaffiliated investment options.Affiliated investment options are(i) investment options managed by Voya Investment Management LLC or other Voya affiliates,which may or may not be sub-advised by a Voya affiliate; and(ii)funds managed by a Voya affiliate but that are sub-advised by unaffiliated third parties. Client acknowledges that Voya may take the investment management and other revenue earned from affiliated investment options and retained by Voya's affiliates into consideration in setting the fees outlined in Your Program Highlights and Fee Summary.Client also acknowledges that Voya,the Voya affiliates and Voya employees(including wholesaling employees) will earn more compensation when Voya-managed investment options are selected.Voya affiliates and Voya employees (including wholesaling employees) will earn more compensation if Plan assets are invested in the Morningstar Wealth Management and Morningstar Wealth Management Tax Sensitive Model Portfolio Programs. 4.14 Service Fees.Client acknowledges and agrees that to the extent a registered broker dealer has been appointed by the Plan,Voya may pay annual service fee compensation to the broker dealer. In turn, such compensation,or some portion thereof,may be paid by the broker dealer to its registered representative.Client further acknowledges and agrees that(i) such service representative shall not serve in the capacity of broker of record to the Plan until or unless duly designated as such by Client on behalf of the Plan and(ii)neither the broker dealer nor such service representative is a fiduciary(within the meaning of Section 3(21)(A)of ERISA)with respect to the Plan. 5.0 TERM AND TERMINATION 5.1 Initial Term; Continuation. Upon execution by both Parties, this Agreement shall commence effective as of the date signed by Client(the"Effective Date")and shall remain in effect until it is terminated pursuant to this Section 5. (a) Without Cause. Either Party may terminate this Agreement at any time without cause by giving at least ninety(90) days prior written notice of such termination to the other Party. Page 31 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTUPLANINIT ti AGREEMENT (Continued) (b) With Cause. Either Party may terminate this Agreement at any time (i) for cause upon the breach of any material obligation or responsibility by the other Party which breach shall remain uncured for ninety (90) days after written as notice thereof has been provided to the breaching Party by the other Party,or(ii)immediately and without the necessity 3 for notice,upon the bankruptcy,insolvency or similar filing or event by or against the other Party. 5.2 Cooperation with Transfer. In the event of any termination of this Agreement, Voya shall cooperate with Client in the transfer of Voya's obligations hereunder to a replacement service provider ("Discontinuance"). Voya shall prepare and transfer records in Voya's format,which may include electronic form,to the Client or the Client's designee.Voya will charge the Discontinuance fee specified in Your Program Highlights and Fee Summary.If Client does not pay the Discontinuance fee within fifteen(15)calendar days of Client's request to end this Agreement,Client hereby instructs Voya to collect this fee from Plan assets before the distribution of the Plan assets. 6.0 AMENDMENTS TO THIS AGREEMENT Voya may amend this Agreement at any time by providing Client with sixty(60)days advance written notice,subject to Section 4 relating to changes in fees. 7.0 CLIENT DIRECTIONS 7.1 Plan Sponsor Website Access. If Voya issues to Client, or to any representative designated by Client, user names, passwords or similar unique identifiers in order for Voya to verify the authenticity of certain transmissions of information, including directions or instructions, from Client or Client's representative, then Voya shall be entitled to rely upon any and all transmissions of information under such password(s) or other unique identifier, and Client shall indemnify and hold harmless Voya from any and all liability arising from any act or omission by Voya in reliance upon transmissions of information under the proper password or other unique identifier,including but not limited to communications purporting to be directions or instructions which Voya reasonably believes to originate from Client or its authorized representative. 7.2 Access Authorization.Client agrees that the authorized Plan Sponsor Representative(the"PSR")will manage and control Client's user access to Plan and Participant electronic information available via Voya's Plan sponsor Website("Plan Sponsor Website").The PSR will have the ability to assign access levels and permissions for other individual users within Client's organization. Client acknowledges and agrees that the PSR,and not Voya, is responsible for monitoring the activities of each authorized user and managing the permissions assigned to each user. Client shall notify Voya immediately in the event of any unauthorized access or use of the Plan Sponsor Website,or of any password or account,or any other known or suspected breach of security in connection with the Plan Sponsor Website. Client's use of the Plan Sponsor Website will be subject to the"Terms of Use"posted on such Website,which may be changed or updated by Voya at any time. 7.3 Plan Participant Account Information.Client acknowledges the sensitive and confidential nature of Plan Participant account information that may be accessed through the Plan Sponsor Website.Client agrees to safeguard against the unauthorized or inappropriate use or disclosure of Participant account information accessed through the Plan Sponsor Website.Client shall instruct individuals who may gain access or have access to such Participant account information to utilize such access solely for the administration or operation of the Plan. Such data may not be copied, shared, discussed or otherwise disclosed, through any medium or with any person,except to the extent necessary to carry out Plan administration responsibilities Client agrees to defend, indemnify and hold harmless Voya against any and all liabilities, losses, costs, damages and expenses,specifically including, but not limited to, attorney's fees and related costs,which may in any way arise or result from or relate to Client's breach of its obligations under this Section 7.This Section 7.3 shall survive the termination of this Agreement. 7.4 Claims Relating to Internet Usage. Each Party warrants that the transmission, distribution, display, performance or publication of any material delivered by or through it in the manner contemplated by this Agreement will not violate the copyright laws of the United States or any other jurisdiction,unlawfully infringe or interfere in any way with the intellectual property or rights of another,or contain libelous or indecent matter. Each Party will indemnify and defend the other Party from any and all losses arising out of, under or in connection with any third party claims relating to (i)content, provided by or through such indemnifying Party, whether of an editorial, advertising or other nature, including but not limited to, claims related to copyright, infringement, libel, indecency,false light, misrepresentation, invasion of privacy or image or personality rights,and(ii)statements or other materials made or made available by readers of the content or by persons to whom the content is linked at the request of such indemnitor. 7.5 Confirmations. With the exception of confirmations concerning contributions and loan repayments, Client designates each Participant of the Plan to receive immediate confirmation of all other transactions with respect to such Participant. 8.0 LIABILITY 8.1 Insurance. Voya shall at all times during the term of this Agreement, at its own cost and expense, carry and maintain commercially reasonable insurance coverage. Page 32 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTUPLANINIT as AGREEMENT (Continued) 8.2 Disclaimer of Certain Damages.NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION,WHICH MAY ARISE FROM THE PERFORMANCE,NON-PERFORMANCE, BREACH OF WARRANTY, DEFAULT OR OTHER BREACH OF THIS AGREEMENT. 8.3 Damages.Subject to Section 9.2,Voya's aggregate liability for any and all claims,whether based on performance, non- cra cra performabreach of contract or warranty, events of default,tort, strict liability or otherwise,shall be limited to direct damages attributable hereunder to the conduct of Voya. If Client properly terminates this Agreement due to Voya's material breach as provided in Section 5,Client's direct damages under this Section may include the out-of-pocket costs incurred in securing a replacement contractor, or transferring the functions back to Client, but such damages shall not include any ongoing costs of providing such replacement Services. Neither Party shall be liable to the other for damages of any type (other than late payment charges) with respect to any non-performance, breach or default which is cured during the applicable cure period described in Section 5. 8.4 Force Majeure. Except for payment obligations hereunder, a Party's failure to perform any of its obligations under this Agreement shall be excused if and to the extent such failure arises out of causes beyond the reasonable control of the non-performing Party. Such causes may include, but are not restricted to,(i) acts of God or the public enemy,acts of the government in either its sovereign or contractual capacity,acts of terrorism or war,fires or other loss of facilities,floods, epidemics,quarantine restrictions,strikes,freight embargoes,failure of a common carrier,breach of contract by suppliers or others,computer downtime,telephone system outage,delays or failures of access involving the Internet,World Wide Web or similar services including network traffic and configuration problems therewith, or unusually severe weather, labor disputes, and call demand in excess of telephone capacity or operator capacity and similar occurrences;or(ii)the acts or omissions of the other Party, including in the case of Voya,its reliance upon Client directions or information,data documents or instruments provided by Client or any Participant,provided,however,that in every such case the failure to perform must be beyond the reasonable control of the non-performing Party. 9.0 INDEMNIFICATION 9.1 Client's Indemnity of Voya.Client shall be responsible for any and all liability,claims,damages,costs and expenses(including without limitation court costs and reasonable attorneys'fees) (collectively, "Losses"), and shall defend, indemnify, and hold Voya harmless from and against any and all Participant or third-party actions, suits, proceedings, claims or liability, arising from the performance or non-performance of this Agreement, including but not limited to (i)Client's negligence or willful misconduct,(ii)Voya's performance of its obligations and provision of the Services pursuant to this Agreement and applicable law, or any Client direction,and (iii) any act or omission of Client, any Plan or any fiduciary,trustee, Plan committee or any other service provider to a Plan that is unrelated to Voya,except to the extent that any such Loss arises out of or results from Voya's negligence,willful misconduct,bad faith or error in performing or not performing this Agreement.Voya shall have an obligation to take all reasonable steps to mitigate any Losses. In the event that Voya refuses or fails to take action to do so and such refusal or failure is unreasonable,Client shall be relieved of its responsibility to indemnify Voya hereunder. 9.2 Voya's Indemnity of Client. Voya shall indemnify and hold Client harmless from and against any and all Participant or third-party actions,suits,proceedings,claims or liability,directly arising from Voya's negligence,willful misconduct or bad faith in the performance or non-performance of the Services, or Voya's violation of applicable law. Client shall have an obligation to take all reasonable steps to mitigate any Losses.In the event that Client refuses or fails to take action to do so and such refusal or failure is unreasonable,Voya shall be relieved of its responsibility to indemnify Client hereunder. 9.3 Compliance with Client Directions.Notwithstanding anything to the contrary contained in Section 9.1 above,Client agrees that it shall be responsible for any and all Losses arising from Voya's performance(or non-performance)in accordance with this Agreement or any Client direction, unless such losses are due to Voya's negligence,willful misconduct or bad faith. 9.4 Liability for Plan Obligations.Client or the Plan shall remain solely liable for all obligations and benefits payable under the terms of the Plan and applicable law. 9.5 Participation in Defense.A Party may participate at its expense in the defense of any action or claim which may be asserted against it and for which such Party seeks indemnity pursuant to the provisions of this Section,or such indemnified Party may assume the defense of such claim or action,including the right to settle or compromise any claim against it without the consent of the indemnifying Party,provided that in doing so it shall be deemed to have waived its right to indemnification except in cases where the indemnifying Party has declined to defend the claim.Otherwise,the indemnifying Party shall have exclusive authority to control the defense,conduct settlement negotiations and may settle an action,suit,proceeding or any matter for which indemnification is sought,without the indemnified Party's consent; provided, however that such settlement includes a release of the indemnified Party with respect to the matter for which indemnification is sought. 9.6 Errors of Other Service Providers.Voya shall bear no obligation or responsibility for Losses caused by, arising from or related to any act or omission including,but not limited to,errors, mistakes,willful misconduct,bad faith,fraud,negligent acts or omissions of any unrelated trustee,custodian,broker/dealer,insurance company,mutual fund company,third party administrator,prior recordkeeper or any other entity that provides,or has provided,services to the Plan. Page 33 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTL/PLANINIT AGREEMENT (Continued) 10.0 CONFIDENTIAL INFORMATION 10.1 Confidential Information. Either Party may disclose ("Disclosing Party") Confidential Information (as defined below) cI+ to the other Party ("Non-Disclosing Party") in connection with this Agreement. Such disclosure may include, but is not limited to, Employer making available to Voya certain employee information in such form as is mutually acceptable to the Parties. "Confidential Information" means and includes any and all information the Disclosing Party designates as kit being confidential or which, under the circumstances surrounding disclosure the Non-Disclosing Party should know that it is treated as confidential by the Disclosing Party, and shall include the Standard Tools as described in Section 11.2.Subject to the foregoing sentence, Confidential Information may include, but is not limited to,the following:(i) non- public information concerning the Disclosing Party,its affiliates and their respective businesses,products,processes and services, including technical, marketing,agents, customer,financial, personnel,and planning information,(ii)information of individuals, including financial, health and personal information, (iii) trade secrets, and (iv) any other information that is marked confidential. Except with respect to personally identifiable information, which shall be treated as Confidential Information under all circumstances,Confidential Information will not include(A)information lawfully obtained or created by the Non-Disclosing Party independently of the Disclosing Party's Confidential Information and without breach of any obligation of confidence,or(B)information that enters the public domain without breach of any obligation of confidence. All Confidential Information shall remain the property of the Disclosing Party.All Confidential Information is provided"AS- IS" and without any warranty, express, implied or otherwise, regarding the completeness, accuracy or performance of such Confidential Information. 10.2 Use and Disclosure of Confidential Information. The Non-Disclosing Party agrees that it will (i) disclose the Disclosing Party's Confidential Information only to its employees, agents, advisors, third party service providers, consultants and contractors who have a need to know and are bound by confidentiality terms no less restrictive than those contained in this Agreement, and (ii) use the Disclosing Party's Confidential Information only for the purposes of performing its obligations under this Agreement. The Non-Disclosing Party will use all reasonable care in handling and securing the Disclosing Party's Confidential Information and will employ all security measures used for its own proprietary information of similar nature.These confidentiality obligations will not restrict any disclosure of Confidential Information by order of a court or any governmental agency,provided that the Non-Disclosing Party shall cooperate in all reasonable respects with the Disclosing Party in seeking to prevent or limit disclosure and shall limit any such disclosure to the information actually required to be disclosed. 10.3 Period of Confidentiality.The restrictions on use,disclosure and reproduction of Confidential Information set forth in this Section 10 will, with respect to personally identifiable information and Confidential Information that constitutes a "trade secret"(as that term is defined under applicable law),be perpetual,and will,with respect to other Confidential Information, remain in full force and effect during the term of this Agreement and for three(3)years following the termination of this Agreement. 10.4 Injunctive Relief.The Parties agree that the breach,or threatened breach, of any of the confidentiality provisions of this Agreement may cause irreparable harm without adequate remedy at law. Upon any such breach or threatened breach, the Disclosing Party will be entitled to injunctive relief to prevent the Non-Disclosing Party from commencing or continuing any action constituting such breach, without having to post a bond or other security and without having to prove the inadequacy of other available remedies.Nothing in this Section 10 will limit any other remedy available to either Party. 10.5 Security Standards. Client agrees that it shall comply with Voya's minimum information security standards ("Security Standards") as needed to enable Voya to perform the Services. The Security Standards include, but are not limited to, controls and practices designed to safeguard Participant accounts from potentially fraudulent activity. The current Security Standards have been received by Client prior to the Effective Date and will thereafter be provided to Client upon reasonable request. Voya may revise the Security Standards as it deems appropriate and shall use its best efforts to provide Client with a copy of any such revision at least ninety(90)days prior to implementation of the resulting changes on the Voya System. Notwithstanding any other provision of this Agreement,Client's failure to comply with the Security Standards shall relieve Voya of all liability for any Losses(as defined in Section 9.1)arising from such failure. 11.0 RIGHTS IN DELIVERABLES AND INTELLECTUAL PROPERTY 11.1 Deliverables.Subject to the limitations set forth in this Agreement,Client shall have the right to use and reproduce,for its internal business purposes,the reports, records,documents,and other materials developed by Voya for Client pursuant to this Agreement. 11.2 Intellectual Property. Notwithstanding the foregoing, all of Voya's assets and technology developed prior to, or independently from, the performance of Services under this Agreement and used by Voya in the performance of its business and which do not contain,and are not derived from,Client's Confidential Information,which may include,without limitation,Voya's software,upgrades and enhancements to software,written materials,tools,screen formats and designs, techniques, interactive design techniques, methodologies, report formats, interactive design formats, systems, and Page 34 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTUPLANINIT N AGREEMENT (Continued) QJ materials and know how(collectively"Standard Tools"),and Voya's property rights, proprietary interest,copyright and/or 1,4 license therein,together with Voya's intellectual property rights,shall remain the property of Voya,and,except as expressly set forth in this Section 11.2, nothing contained in this Agreement shall confer to Client any right, title or interest in the Standard Tools.If any Standard Tools are used or incorporated into any deliverables produced by Voya in its performance of the Services hereunder,Voya hereby grants to Client a limited,perpetual,non-exclusive,worldwide,royalty-free,paid- up license to use,display,copy and modify such Standard Tools solely as necessary to use the associated deliverable for its intended purpose and solely under the terms of this Agreement. 12.0 COMPLIANCE WITH LAW 12.1 Filing of Tax Returns and Form 5500.If the Plan is required to file a Form 5500,although Voya may provide data used in such returns,forms or information,Voya shall not be responsible for the filing of any federal,state or local tax return,forms or information on behalf of Client or any Plan. 12.2 Plan Sponsor Required Fee Disclosure. Client acknowledges that Voya has disclosed in writing, to the best of Voya's knowledge,the information required to be provided to Client by 29 CFR§ 2550.408b-2(c) (the"DOL Plan Sponsor Fee Disclosure Regulation"),in order for Client to conclude that Voya's compensation constitutes"reasonable compensation" under ERISA.Voya hereby represents that,prior to the date hereof,all such information was provided to Client,including, if applicable,fund prospectuses. 12.3 Additional Information.Voya shall disclose to Client all information related to this Agreement and the Services,including any compensation or fees received thereunder,that is requested by Client or by the administrator of any Plan in order to comply with the reporting and disclosure requirements of Title I of ERISA and the regulations,forms and schedules issued thereunder. 13.0 SUBCONTRACTING AND ASSIGNMENT 13.1 Subcontracting.Voya may enter into one or more subcontracts in connection with the performance of the Services under this Agreement.Voya shall remain responsible for the performance of any subcontractor. 13.2 Assignment.Voya may assign any of its rights under this Agreement without the prior written consent of Client. 13.3 Information for Unrelated Financial Services.Voya may use information You or Your Participants furnish to contact them concerning unrelated financial-services products and services offered by Voya and/or its affiliates.You have no obligation concerning those products or services. 14.0 NOTICES All notices, requests, demands and other communications required to be given hereunder shall be in writing and shall be deemed to have been duly given on the earlier of the day of delivery by hand or telephonic facsimile(duly receipted),or the day after sending by recognized overnight courier service or five(5)Business Days after mailing,certified or registered mail,return receipt requested,or electronically in each case to the Party for whom intended at the address specified in this Section. If to Voya: Voya Retirement Insurance and Annuity Company One Orange Way,C2N Windsor,CT 06095 Attn:Legal Department If to Client,Notice will be sent to the Plan Sponsor address on file. 15.0 REPRESENTATIONS 15.1 Corporate Authority and Due Execution.Each Party represents that(i)it has the power and authority to execute,deliver and perform this Agreement and that the execution, delivery and performance of this Agreement have been duly authorized by all necessary action of its members,and(ii)this Agreement constitutes a legal,valid and binding obligation enforceable in accordance with its terms. 16.0 RELATIONSHIP OF THE PARTIES 16.1 General.The relationship between the Parties is that of independent contractors.None of the provisions of this Agreement shall be construed to create an agency,partnership or joint venture relationship between the Parties or the partners,officers, members or employees of the other Party by virtue of either this Agreement or actions taken pursuant to this Agreement. 16.2 Fiduciary Status.Client and Voya agree that neither Voya nor any of its affiliates shall be a fiduciary, in connection with the Services provided hereunder,within the meaning of ERISA,the Investment Advisers Act of 1940,or any state law,with respect to any Plan.Voya and its affiliates shall not have any discretion with respect to the management or administration of any Plan or with respect to determining or changing the rules or policies pertaining to eligibility or entitlement of any Page 35 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTUPLANINIT I. AGREEMENT (Continued) Participant in any Plan to benefits under such Plan. Voya and its affiliates also shall not have any control or authority with respect to any assets of any Plan, including the investment or disposition thereof. Client acknowledges that the Plan's authorized fiduciary is responsible for the selection of service providers and investment options and that(i) it is a fiduciary,within the meaning of ERISA,with respect to the Plan;(ii)it is independent in all respects of Voya and all affiliates of Voya; and (iii) it has not relied on any advice or recommendation of Voya or any affiliates of Voya as a primary basis for making the decision to enter into this Agreement or with respect to the selection of particular investment options. Client acknowledges that to the extent mutual funds are made available as investment options under the Plan,there may be one or more classes of shares with respect to each mutual fund and each class of shares may have different rules, requirements and expense ratios and Client has made the determination that the class of shares chosen for any Plan is the appropriate class and is suitable for such Plan.All discretion and control with respect to the terms,administration or assets of any Plan shall remain with Client or with the named fiduciaries under such Plan. 16.3 No Tax or Legal Advice. Client acknowledges and understands that in the course of providing Services under this Agreement,Voya shall not provide tax or legal advice to Client,the Plan or its Participants. 17.0 GENERAL PROVISIONS 17.1 No Waiver.A Party's failure at any time to enforce any of the provisions of this Agreement or any right with respect thereto shall not be construed to be a waiver of such provision or right,nor to affect the validity of this Agreement.The exercise or non-exercise by a Party of any right under the terms or covenants herein shall not preclude or prejudice the subsequent exercise of the same or other rights under this Agreement. 17.2 Severability.The terms and provisions of this Agreement shall be severable.If any term or provision is held to be invalid or unenforceable, that term or provision shall be ineffective to the extent of such invalidity or unenforceability and the remaining terms and provisions shall continue in full force and effect. 17.3 Entire Agreement.Subject to the terms and conditions hereof:(i)this Agreement together with its exhibits,schedules,and attachments contains the entire understanding of the Parties with respect to the provision of the Services;(ii)there are no expectations,restrictions,promises,warranties,covenants,or undertakings other than those expressly set forth herein;and (iii)this Agreement supersedes all prior agreements and understandings between the Parties with respect to the Services. 17.4 No Third Party Beneficiaries. This Agreement is for the benefit of the Parties and their respective successors and permitted assigns.It is not intended to create a benefit to any third parties. 17.5 Governing Law.This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Connecticut, without regard to the conflict of laws provisions thereof, except that when federal law exists on substantive matters requiring construction under this Agreement,such federal law shall apply in lieu of state law but only to the extent required by applicable federal laws,including without limitation ERISA. 17.6 Survival of Obligations. The Parties' respective obligations under this Agreement which by their nature would continue beyond the termination or expiration of this Agreement,including,without limitation,those contained in the Sections entitled Compensation,Confidential Information,and Indemnification shall survive the termination or expiration of this Agreement. 17.7 Headings and Captions.All headings and captions contained in this Agreement are for convenience of reference only and shall not affect in any way the interpretation or meaning of this Agreement. 17.8 Pronouns.Words used herein,regardless of the number and gender specifically used,shall be deemed and construed to include any other number,singular or plural,and any other gender,masculine,feminine,or neuter,as the context requires. Page 36 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTL/PLANINIT N VRIAC'S POLICY FOR CORRECTION OF INADVERTENT PROCESSING ERRORS 04 As Your Plan's administrative service provider,Voya Retirement Insurance and Annuity Company("VRIAC")has agreed to process transaction orders received in Good Order prior to market close from the Plan and Plan Participants, alternate payees and beneficiaries(collectively, "Participants")accurately and on a timely basis.We seek to avoid transaction processing errors to the greatest extent possible, but inadvertent errors do occur from time to time.Inadvertent processing errors are exclusively defined as incorrect or untimely processing by VRIAC employees of transactions that are received in Good Order.Inadvertent processing errors do not include errors made by Plan sponsors or third parties. cia 3 VRIAC will correct any identified inadvertent processing error caused by VRIAC (a "VRIAC inadvertent processing error") as soon as practicable,typically no later than five(5) Business Days after VRIAC has identified sufficient information to correct the error.VRIAC represents that in no event will VRIAC exercise discretionary authority or control over the correction of inadvertent processing errors in order to maximize gain or correct such error for VRIAC's own benefit or interest. Once a VRIAC inadvertent processing error has been identified, we promptly take corrective action to put the Plan and its Participants in a position financially equivalent to the position they would have been in if the processing error had not occurred. This means that VRIAC will make the Plan whole for any loss to a Plan resulting from correcting a VRIAC processing error. If any gain to a Plan results in connection with a corrected transaction,VRIAC will keep that gain.The following examples illustrate the effect of the policy: When a Plan Participant directs that a certain dollar amount be contributed to his or her Plan account, VRIAC credits the number of investment units that dollar amount will purchase to the Participant's account on Day 1,the day the contribution is processed. The number of units is based on the unit's dollar value on Day 1, as set by the investment fund and communicated to VRIAC after market close.If an inadvertent error occurs,and VRIAC does not process the contribution until Day 2,VRIAC will determine the number of units that should have been credited on Day 1, using Day l's unit price. If,on Day 2,the unit price has gone up,the dollar amount of the contribution will not be enough to cover the number of units the Participant should have received.VRIAC will make up the difference such that the Participant receives the number of units he or she would have received on Day 1 and VRIAC will absorb the loss.The Participant is not charged for any additional cost. However,if,on Day 2,the unit price has gone down,the amount of the contribution would purchase more units on Day 2 than it would have purchased on Day 1.In that circumstance,the Participant will receive the number of units he or she would have received on Day 1 had the transaction been processed and VRIAC will keep the excess as part of its overall fee for services under the contract. Regardless of whether there is a gain or a loss,the Participant receives the benefit of what he or she requested. When a Plan Participant makes a withdrawal request of a certain dollar amount from his or her account, VRIAC liquidates or sells the number of investment units needed in order to make the distribution.Thus, on Day 1,VRIAC typically would sell or liquidate investment units in the Participant's investment fund at Day l's price to make the distribution. If,due to a VRIAC inadvertent processing error,VRIAC processes the instructions a day late,VRIAC will make sure that the Participant receives the dollar amount he/she requested.VRIAC will sell or liquidate the same number of units that would have been sold on Day 1 had the transaction been accomplished on Day 1.If the unit price has declined,liquidated units will have a lower value on Day 2 than they had on Day 1,which means that VRIAC must make up the difference so that the Participant receives the requested amount in full. In doing so, VRIAC will incur a loss, which it absorbs. On the other hand, if the market has gone up and the units have increased in value,VRIAC will sell the same number of units as it would have sold on Day 1,but the sales amount will be higher than the requested withdrawal.VRIAC will keep the excess as part of its overall fee.In either circumstance,the Participant receives the benefit of what he or she requested and bears no additional cost. VRIAC tracks the net financial experience of VRIAC's Correction Account and the effect of the corrections for each affected Plan on an annual basis and will make that information available in accordance with ERISA Section 408(b)(2).Any gains kept by VRIAC constitutes additional compensation for the services provided by VRIAC under its contract and VRIAC will report it in accordance with ERISA Section 408(b)(2). By executing an administrative services agreement with VRIAC, You are authorizing VRIAC's application of the error correction policy as described above to Your Plan in connection with the Plan administrative services that VRIAC will provide.You have the right to terminate VRIAC's services in accordance with the terms of the administrative services agreement. Page 37 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTUPLANINIT N VOYA EMPLOYER'S ROLLOVER Traditional IRA and/or ROTH IRA Automatic Rollover/Mandatory Distribution Agreement If you elect Voya's Automatic Rollover product,the following terms and conditions shall apply: Representations N 1. Plan Sponsor maintains a qualified retirement Plan that contains a provision for the automatic rollover of mandatory distributions pursuant to Section 401(a)(31)(B) of the Internal Revenue Code (Code). The Plan's automatic rollover provision requires a terminated employee's vested accrued account balance of more than$1,000 but not more than$5,000 except as otherwise permitted under the Code and adopted by the Plan (the "Mandatory Distribution")to be automatically rolled over to an Individual Retirement Account or Annuity(IRA) under certain circumstances. Except for Plan assets that are considered "Roth"amounts,such amounts would be rolled over to a "traditional" IRA. The Plan also permits the automatic rollover of a Mandatory Distribution of Roth amounts held under the Plan to a separate Roth IRA. 2. Plan Sponsor will only direct the rollover of a Mandatory Distribution after providing the terminated employee with a written notification explaining the Participant's right to receive the amount in question or to have it transferred directly to an eligible retirement Plan and, absent an affirmative election from the Participant, the Plan Sponsor will automatically rollover the amount into a traditional IRA or Roth IRA. 3. Voya Retirement Insurance and Annuity Company (VRIAC) offers the Voya Employer's Rollover IRA product for use with Mandatory Distribution rollover contributions under Code Section 401(a)(31)(B) for traditional IRA and Roth amounts held under the Plan.VRIAC is an insurance company properly authorized to issue the Voya Employer's Rollover IRA product and the individual Certificates of Coverage under a group custodial annuity contract(individual contracts for Oregon residents) thereunder pursuant to IRC Section 408A. Except for Oregon residents,VRIAC's affiliate,Voya Institutional Trust Company, holds the group annuity contract as Custodian. Voya Institutional Trust Company is eligible to serve as Custodian of the traditional IRA and Roth IRA pursuant to Code Section 408(n). 4. VRIAC will not accept a combined Mandatory Distribution of$1,000 or less from the Plan into the Voya Employer's Rollover traditional IRA or Roth IRA. The actual amount of the Mandatory Distribution to be rolled over into the Voya Employer's Rollover traditional IRA or Roth IRA will be determined as of the date the transaction is processed subject to any applicable adjustments. 5. Amounts rolled over into the Voya Employer's Rollover traditional IRA or Roth IRA will be invested solely in VRIAC's Fixed Account and credited interest at rates determined by VRIAC.The annual rate will be at least 1%per year.The Fixed Account is designed to preserve principal and provide a reasonable rate of return consistent with liquidity and shall seek to maintain,over the term of the investment,the dollar value that is equal to the amount invested in the product by the individual retirement Plan. 6. An Individual Account Establishment Fee of$20 will be deducted from each Voya Employer's Rollover IRA Certificate/Contract when it is established.An Individual Account Maintenance Fee of$20 will be deducted from each Voya Employer's Rollover IRA Certificate/Contract each year and upon a full withdrawal. These fees will apply separately to each traditional IRA and Roth IRA established for the Certificate/Contract Holder.The fees and expenses associated with the Voya Employer's Rollover IRA shall not exceed the fees and expenses charged by VRIAC for comparable individual retirement Plans established for reasons other than the receipt of a rollover distribution subject to the provisions of Code Section 401(a)(31)(B). 7. A Certificate of Coverage/Contract will be sent to each person for whom a traditional IRA and/or Roth IRA is established. The Certificate/Contract Holder will have the right to enforce the terms of this contractual agreement establishing the Voya Employer's Rollover IRA or Roth IRA against VRIAC and Voya Institutional Trust Company as applicable). Authorization,Acknowledgement and Certification Plan Sponsor authorizes and directs VRIAC to roll over the Mandatory Distribution amount attributable to each terminated employee described on the reports submitted electronically to VRIAC(and any list(s) submitted to VRIAC in the future pursuant to this Automatic Rollover/Mandatory Distribution Agreement)with a combined traditional or Roth vested balance of more than $1,000 from the Plan into the Voya Employer's Rollover traditional IRA or Roth IRA as applicable. Plan Sponsor authorizes VRIAC to issue a Voya Employer's Rollover traditional IRA or Roth IRA Certificate/Contract to each such terminated Participant. Plan Sponsor, to the best of its knowledge, certifies the accuracy of, and acknowledges that VRIAC, Voya Institutional Trust Company(as applicable) and their affiliates will rely exclusively on,the information provided by the Plan Sponsor including the terminated employee's name,social security number,date of birth and last known good address. Plan Sponsor certifies that the Mandatory Distribution(s) rolled over into the Voya Employer's Rollover traditional IRA or Roth IRA pursuant to this agreement does not exceed the maximum amount permissible under Section 401(a)(31)(B)of the Code or the Plan and that affected persons have been provided prior written notice of this pending rollover,including the fees that will be deducted from the traditional or Roth IRA.To the extent that the Mandatory Distribution includes Roth amounts,the Plan Sponsor certifies that the Plan document or the Plan's administrative policy permits the aggregation of the Roth and non-Roth amounts for purposes of the minimum Voya Employer's Rollover IRA contribution of greater than$1,000. Plan Sponsor agrees to hold VRIAC,Voya Institutional Trust Company(as applicable)and their affiliates harmless from any claim or action that may arise from establishing the Voya Employer's Rollover IRA or Roth IRA described above. Page 38 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTUPLANINIT IN WITNESS WHEREOF,the Parties hereto have duly executed this Agreement effective as of the date signed by the Employer el below. tr VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY i Vu� N Name Melissa M. McAuliffe Title Vice President,Operations $ Signature */1 '.104_ {k(��GU� PLAN SPONSOR (SIGNATURE REQUIRED OF THE PERSON WHO CAN SIGN ON BEHALF OF THE EMPLOYER AS A PARTY TO THIS AGREEMENT) Plan Sponsor/Trustee Name(Please print.),loe Van Zile Signature _4/ Date —!/ /f ` f Plan ponsor ,Tr ee Nameease .rint.) Pamela Brosonski I Signature / --41....414-4--41....414—A ' Date iQQ,_ ` q Plan Sponsor/Trustee Name(Please print.) Susan Dauderis Signature /� Date A S ' 1 ADDITIONAL AUTHORIZED SIGNATURES (Only signatures that appear in this document will be permitted to sign on behalf of the Plan.) Authorized Plan Sponsor Representative Name(Please print.)Nadine Ohlinger (Not authorized 1Y\tnomake Plan design/fund changes to Plan.) (k.(3 Signature Q�p1Date lk .(3\ %6 Page 39 of 39 Order#200338 TEM Bundled 04/23/2019 TM:DCPLNINSTL/PLANINIT as N IRC SECTION 457 CUSTODIAL ACCOUNT AGREEMENT fri THIS CUSTODIAL ACCOUNT AGREEMENT(the"Agreement"),effective as of the 11th day of June, 2019 between City of Clermont (the "Employer") in its capacity employer and as the party authorized and responsible under state or local law for maintaining the 457(b) (the "Plan") and Voya Institutional Trust Company (the"Custodian"). WITNESSETH: WHEREAS, the Employer has adopted and maintains the Plan in accordance with the requirements of Section 457(b)of the Internal Revenue Code of 1986,as amended("Code"),for the benefit of the employees therein described;and WHEREAS,Section 457(g)(3)of the Code provides that custodial accounts described in Section 401(f)of the Code shall be treated as trusts pursuant to that section;and WHEREAS, the Employer has established or desires to establish a custodial account in accordance with Section 457(g) and Section 401(f) of the Code constituting a part of the Plan, pursuant to which assets are held to provide for the funding of and payment of benefits under the Plan;and WHEREAS,the Employer has the power and authority to manage and control the assets of the Plan;and WHEREAS,the Employer has engaged an affiliate of the Custodian to provide recordkeeping services to the Plan("Recordkeeping Affiliate");and WHEREAS,the Employer wishes to appoint the Custodian as custodian of the Plan in accordance with the terms and conditions of this Agreement. NOW,THEREFORE,the Employer on behalf of the Plan and the Custodian,each intending to be legally bound,agree as follows: SECTION 1-ESTABLISHMENT AND OPERATION OF CUSTODY ACCOUNT 1.1 Appointment and Acceptance of Custodian/Affiliates. The Employer hereby establishes with the Custodian a custodial account consisting of such sums of money and such other property acceptable to the Custodian as shall from time to time be paid or delivered to the Custodian,and hereby appoints the Custodian as custodian with respect to the assets held pursuant to this Agreement as such assets shall exist from time to time (the"Account"). The Account shall not include any property or asset other than the assets delivered to and accepted by the Custodian from time to time. For purposes of this agreement, plan assets invested through the Program in a self-directed brokerage account shall also be considered to be part of the Account. The Custodian shall have no responsibility for any property until it is received and accepted by the Custodian,or for any property of the Plan not delivered to the Custodian and accepted by the Custodian to be a part of the Account. The Custodian hereby accepts its appointment,acknowledges that it assumes the duties established by this Agreement,and agrees to be bound by the terms contained herein. The Employer hereby acknowledges that an affiliate of the Custodian, the Recordkeeping Affiliate, acts on behalf of the Custodian as the Custodian's agent for purposes of carrying out the Custodian's responsibilities under this Agreement. 1.2 Custodian Responsibilities. The Custodian shall receive and hold the assets on behalf of Plan participants and beneficiaries in accordance with the terms of this Agreement. The duties of the Custodian hereunder as custodian shall be to act solely in accordance with the instructions of the Employer or Authorized Parties in accordance with Sections 2.2 and 2.3 of this Agreement("Authorized Instructions"). Nothing in this Agreement is intended to give the Custodian any discretionary responsibility,authority or control with respect to the management or administration of the Plan or the management of the assets of the Plan. Further,the Custodian is not a party to the Plan and has no duties or responsibilities other than those that may be expressly contained in this lrc 457(b)Custodial Account Agreement_9-8-2016 iv oa Agreement. In any case in which a provision of this Agreement conflicts with any provision in the Plan,this Agreement shall control. N 1.3 Exclusive Benefit. Except as may be permitted by law, by the terms of the Plan, or by this Agreement, at no time prior to the satisfaction of all liabilities with respect to participants and their beneficiaries under the Plan shall any part of the Account be used for or diverted to any purpose other than for the exclusive benefit of the participants and their beneficiaries. The assets of the Account shall be held for the exclusive purposes of providing benefits to participants of the Plan and their beneficiaries and defraying the reasonable expenses of administering the Plan and the Custody Account. 1.4 Limitation of Liability. Neither the Custodian nor its agents shall be liable for any acts or omissions of another person other than the negligent acts or omissions of its own employees and agents. The Custodian shall not be responsible for the title,validity or genuineness of any asset or any Loan Document received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, direction, instruction, consent, certification or other instrument believed by it to be genuine and delivered by the proper party or parties. 1.5 Contributions. The Custodian shall receive contributions or other amounts for deposit to the Plan that are delivered to the Custodian or its designated agent for deposit to or for the benefit of the Plan. In accordance with Authorized Instructions, the Custodian shall transmit contributions received for the purpose of settling the Plan's investment transactions. The Employer shall have sole duty and responsibility for the determination of the accuracy or sufficiency of the contributions to be made under the Plan and for the transmittal of contributions or other amounts to the Plan. The Custodian shall have no duty or responsibility(a) to determine the amounts to be contributed to or transferred to the Plan or on behalf of the participants of the Plan, (b)to collect any contributions or transfers to the Plan or to enforce the collection of any such contributions or transfers,or(c)for the adequacy of amounts deposited to the Fund to meet and discharge any of the Plan's liabilities. 1.6 Return of Contributions. Notwithstanding any other provision of this Agreement(a)contributions made by the Employer based upon mistake of fact may be returned to the Employer. The Custodian shall return contributions under this Section 1.6 only in accordance with Authorized Instructions and the Custodian shall have no duty to determine whether the return of such contributions is permitted under this Section 1.6 and the Plan. 1.7 Distributions. The Custodian shall make distributions and disbursements from the Account solely in accordance with Authorized Instructions. The Custodian shall not have any responsibility or duty under this Agreement to see to the proper application of any payment, to determine the tax effect of any payment, or to determine whether a distribution or disbursement to any person paid in accordance with Authorized Instructions is appropriate under the terms of the Plan and applicable law. 1.8 Compliance with Law. The Account is intended to be tax-exempt under Section 501(a) of the Code and this Agreement is intended to comply with Section 457(g) of the Code. The Employer represents that it intends that the Plan constitute an eligible deferred compensation plan under Section 457(b) and Section 414(d) of the Code. The Employer agrees to immediately notify the Custodian if the Plan ceases to be so eligible. SECTION 2—AUTHORITIES 2.1 Authority to Execute Agreement. The Employer hereby certifies that it has the power and authority to enter into this Agreement on behalf of the Plan. The person(s)signing below on behalf of the Employer as Authorized Parties warrant, as individuals, that each is an authorized to act on behalf of the Employer all signatures are genuine and the persons indicated are authorized to sign. 2.2 Authorized Parties. The Employer shall concurrently with the execution of this Agreement, furnish the Custodian or the Recordkeeping Affiliate with a written list of the names, signatures, and extent of authority of all persons authorized to direct the Custodian and otherwise act on behalf of the Employer under the terms of this Agreement as "Authorized Parties." Such persons designated by the Employer to act on its behalf hereunder are"Authorized Parties". The Custodian shall be entitled to rely on and shall be fully protected in acting -2- N 0; N d upon directions, instructions, and any information provided by an Authorized Party until notified in writing by the ri Employer of a change of the identity or extent of authority of an Authorized Party. 2.3 Authorized Instructions. All directions and instructions to the Custodian from an Authorized Party("Authorized Instructions")shall be in writing,transmitted by mail(including electronic mail)or by facsimile. The Custodian shall be entitled to rely on and shall be fully protected in acting in accordance with all such directions and instructions which it reasonably believes to have been given by an Authorized Party and in failing to act in the absence thereof. SECTION 3-POWERS AND DUTIES 3.1 General Powers and Duties of Custodian. In administering the Account, the Custodian shall be specifically authorized to: (a) In accordance with Authorized Instructions, receive, hold and maintain custody of, and disburse assets held in the Account; (b) Hold securities or other assets in book entry form or through another agent or nominee,including without limitation in an omnibus account arrangement, provided that the Custodian's records indicate that such securities or other property are held for the exclusive benefit of the Plan and its participants and beneficiaries; (c) Make distributions and disbursements from the Account and carry out related tax withholding remittance and reporting obligations under Federal,state and local law; (d) Appoint domestic agents, sub-trustees, sub-custodians or depositories (including affiliates of the Custodian)as to part or all of the Account,except that the indicia of ownership of any asset of the Account shall not be held outside the jurisdiction of the District Courts of the United States; (e) Collect income payable to and dividends or other distributions due to the Account and sign on behalf of the Plan any declarations,affidavits,and certificates of ownership required to collect income and principal payments; (f) Collect proceeds from assets of the Account that may mature or be called; (g) Until Authorized Instructions are received,hold the assets of the Account uninvested,or invest the assets of the Account in bank accounts of any bank,and the Custodian may retain any earnings on such deposits as part of its compensation for services hereunder; (h) Submit or cause to be submitted to the Employer all information received by the Custodian regarding ownership rights pertaining to property held in the Account; (i) To the extent not delegated by the Employer to an investment manager, exercise all voting rights relating to securities held in the Account as directed by the Employer; provided that, with respect to securities allocated to the accounts of Participants,if directed by the Employer in writing,the Custodian or its Recordkeeping Affiliate shall provide to the designated proxy tabulator the data necessary to cause to be provided to each Participant who has shares of such securities credited to his or her account a copy of the notice and all proxy solicitation materials together with a voting instruction form for return to the proxy tabulator, and the Custodian shall vote the shares as directed by each Participant and shall not vote shares for which it has not received instructions from a Participant. Unless the Employer instructs the Custodian to vote shares not voted by Participants, the Custodian shall not be liable and shall be held harmless for not voting such shares. (j) Commence or defend suits or legal proceedings and represent the Account in all suits or legal proceedings in any court or before any other body or tribunal as the Custodian shall deem necessary to protect the Account provided,however,that the Custodian shall not be obligated to do so unless it has been indemnified by the Employer and the Plan against all expenses and liabilities sustained in connection with such action; -3- N (k) Employ suitable agents and legal counsel and, as part of its reimbursable expenses under this Agreement,pay their reasonable compensation and expenses. The Custodian shall be entitled to rely on and may act upon advice of counsel on all matters,and,if the use of such counsel is authorized by the Employer,the Custodian shall be without liability for any action reasonably taken or omitted pursuant to such advice; (1) Make,execute and deliver any and all documents,agreements or other instruments in writing as is necessary or desirable for the accomplishment of any of the powers and duties in this Agreement;and (m) Retain and engage one or more affiliates of the Custodian to perform,at no additional cost to the Plan,the duties and responsibilities of the Custodian;and (n) Generally take any action, whether or not expressly authorized, which the Custodian may deem necessary or desirable for the fulfillment of its duties hereunder. SECTION 4-INVESTMENT OF THE ACCOUNT 4.1 Investment of the Account.The assets of the Account shall be invested and reinvested among the investments selected by the Employer. The self-directed brokerage account will be considered one investment. The Employer shall have sole responsibility for the investment and reinvestment of the assets of the Account,except to the extent that the Plan permits participants to provide investment direction to the Plan's recordkeeper with respect to the investment of their individual accounts among investment options selected by the Employer. The Custodian shall have no duty or responsibility for (i) selecting or providing advice with respect to the selection of any investment options offered under the Plan, (ii)determining or reviewing any securities or other property purchased for or held by the Plan, or(iii)providing advice with respect to the purchase, retention, redemption, or sale of any securities or other property for the Plan. SECTION 5-REPORTING AND RECORDKEEPING 5.1 Records and Reports. The Custodian shall keep accurate records of all assets and loan documents delivered to and from the Account for at least six years following the date of such transaction. The Custodian shall provide a report of the assets of the Account including the loan documents held in the Account to the Employer from time to time,but at least annually. The Custodian may rely on the fair market value of the property of the Account as reported to it by authorized parties shall be fully protected in relying on such values. 5.2 Review of Reports. If, within ninety (90) days after the Custodian mails to the Employer a statement with respect to the Account,the Employer has not given the Custodian written notice of any exception or objection thereto,the statement shall be deemed to have been approved and,in such case,the Custodian shall not be liable for any matters in such statements. The Employer or its agent, upon giving prior written notice to the Custodian, shall have the right at its own expense to inspect the Custodian's books and records directly relating to the Account during normal business hours. Custodian shall be reimbursed its actual costs for making such books and records available for inspection. 5.3 Non-Account Assets. The duties of the Custodian shall be limited to the assets held in the Account, and the Custodian shall have no duties with respect to property or assets held by any other person including, without limitation, any trustee or other custodian for the Plan. The Employer hereby agrees that the Custodian shall not serve as, and shall not be deemed to be, a co-trustee or co-custodian under the circumstances, and shall have no co-fiduciary liability for any other person,trustee,custodian or other entity. SECTION 6-COMPENSATION.EXPENSES.TAXES.INDEMNIFICATION 6.1 Compensation and Expenses. (a) Compensation. The Trustee shall be entitled to compensation for services under this Agreement as set forth in the fee schedule as contained in or incorporated by reference into the Administrative Services Agreement or similar document where plan fees are described and as otherwise provided for in this Agreement. The -4- Employer acknowledges that the Custodian may increase the amount of compensation on an annual basis with sixty (60)days'prior written notice to the Employer. (b) Interest on Uninvested Cash. The Custodian shall also be entitled to receive as part of its 4.4 • compensation any amounts earned under Section 3.1(f)related to earnings on deposits.Such earnings shall include 11, earnings on uninvested cash related to Plan contributions and earnings on uninvested cash pending distribution,or • earnings on cash otherwise held uninvested as directed by Employer. (c) Authorization. The Custodian shall also be authorized to charge and collect expenses incurred by it in the discharge of its duties under this Agreement in accordance with Section 3.1. The Custodian is authorized to charge and collect from the Account any and all such fees and expenses,unless the Employer objects within 30 days of receiving notice of the Trustee's intent to collect its fees and expenses from the Account. 6.2 Tax Obligations. To the extent an Authorized Party has provided necessary information to the Custodian,the Custodian may use reasonable efforts to assist such Authorized Party to notify the Employer of any responsibility for payment of taxes, withholding,certification and reporting requirements,claims for exemptions or refund, interest, penalties and other related expenses of the Account ("Tax Obligations"). Notwithstanding the foregoing, the Custodian shall not have any responsibility or liability for any Tax Obligations now or hereafter imposed on the Employer or the Account by any taxing authorities, domestic or foreign, except as provided by applicable law. To the extent the Custodian is responsible under any applicable law for payment of any Tax Obligation on behalf of the Account, the Employer shall cause the appropriate Authorized Party to inform the Custodian of all Tax Obligations, shall direct the Custodian with respect to the performance of such Tax Obligations, and shall provide the Custodian with all information required by the Custodian to meet such Tax Obligations. 6.3 Indemnification. The Employer,and to the extent permitted by law,the Plan, shall indemnify and hold harmless the Custodian from all claims, liabilities, losses, damages and expenses, including reasonable attorney's fees and expenses (including Tax Obligations) incurred by the Custodian in connection with this Agreement,except as a result of the Custodian's own negligence or willful misconduct. 6.4 Force Majeure. The Custodian shall not be responsible or liable for any losses to the Account resulting from nationalization, expropriation,devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment,promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Account's property; or acts of war, terrorism, insurrection or revolution;or acts of God;or any other similar event beyond the control of the Custodian or its agents. 6.5 Survival. This Section Six(6)shall survive the termination of this Agreement. SECTION 7-AMENDMENT.TERMINATION.RESIGNATION.REMOVAL 7.1 Amendment.The Custodian may amend this Agreement as necessary to comply with the provisions of applicable law and regulations. The Custodian shall deliver written notice of any such amendment to the Named Fiduciary.Other amendments may be made by written agreement signed by the parties hereto. 7.2 Removal or Resignation of Custodian. The Custodian may be removed with respect to all or part of the Account upon receipt of sixty (60) days' written notice from the Employer. The Custodian may resign as custodian hereunder upon sixty(60)days'written notice delivered to the Employer. In the event of such removal or resignation, the successor custodian will be appointed by the Employer,and the retiring custodian shall transfer the Account, less such amounts as may be reasonable and necessary to cover its compensation and direct expenses including but not limited to,a pro-rata share of the fees described in Section 6.1. In the event the Employer fails to appoint a successor custodian within sixty (60) days of receipt of written notice of resignation, the Custodian reserves the right to seek the appointment of a successor custodian from a court of competent jurisdiction. The Employer shall indemnify the Custodian from any costs incurred by the Custodian in seeking such appointment. The Custodian shall have no duties,responsibilities or liability with respect to the acts or omissions of any successor custodian. -5- 04 7.3 Merger or Consolidation of Custodian. Any entity into which the Custodian may be merged or with which it may be consolidated,or any entity resulting from any merger or consolidation to which the Custodian is a party, or any entity succeeding to the custody business of the Custodian, shall become the successor of the Custodian hereunder,without the execution or filing of any instrument or the performance of any further act on the part of the parties hereto. 7.4 Plan Termination. Upon termination of the Plan, the Custodian shall distribute all assets then constituting the Account, less any fees and expenses payable from the Account,pursuant to the instructions of the Employer. The Custodian shall be entitled to assume that such distributions are in full compliance with and not in violation of the terms of the Plan or any applicable law. 7.5 Property Not Transferred. The Custodian reserves the right to retain such property as is not suitable for distribution or transfer at the time of the termination of the Plan or this Agreement and shall hold such property for the benefit of those persons or other entities entitled to such property until such time as the Custodian is able to distribute or transfer such property. The Employer shall indemnify the Custodian from any costs incurred by the Custodian for retaining the property until it can be distributed or transferred. Upon the appointment and acceptance of a successor custodian, the Custodian's sole duties shall be those of a custodian with respect to the property not transferred. SECTION 8-ADDITIONAL PROVISIONS 8.1 Assignment or Alienation. Except as may be provided by law,the Account shall not be subject to any form of attachment,garnishment,sequestration or other actions of collection afforded creditors of the Employer, participants or beneficiaries under the Plan. The Custodian shall not recognize any assignment or alienation of benefits unless an Authorized Instruction is received. 8.2 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the state of the Employer but the assets of the Account shall be held in the State of Connecticut. 8.3 Necessary Parties. The Custodian reserves the right to seek a judicial or administrative determination as to its proper course of action under this Agreement. Nothing contained herein will be construed or interpreted to deny the Custodian or the Employer the right to have the Custodian's account judicially determined. To the extent permitted by law,only the Custodian and the Employer shall be necessary parties in any application to the courts for an interpretation of this Agreement or for an accounting by the Custodian,and no participant under the Plan or other person having an interest in the Account shall be entitled to any notice or service of process. Any final judgment entered in such an action or proceeding shall, to the extent permitted by law, be conclusive upon all persons. The Employer shall indemnify the Custodian for any costs incurred by the Custodian in seeking such judgment. 8.4 Notices. All notices and other communications hereunder shall be in writing and shall be sufficient if delivered by hand or if sent by telefax or mail(including electronic mail),postage prepaid,addressed: (a) If to the Custodian: Melissa McAuliffe Vice President Voya Retirement Operations One Orange Way,C3N Windsor,Connecticut 06095-4774 With copy to: J.Denise Jackson President Voya Institutional Trust Company -6- N N N One Orange Way,C4R Windsor,Connecticut 06095-4774 171 (b) If to the Employer: s? City of Clermont Attn:Darren Gray,City Manager 685 W.Montrose Street Clermont,FL 34711 The parties may,by like notice,designate any future or different address to which subsequent notices shall be sent. Any notice shall be deemed given when received. 8.5 No Third Party Beneficiaries. The provisions of this Agreement are intended to benefit only the parties hereto,their respective successors and assigns,and participants and their beneficiaries under the Plan. There are no other third party beneficiaries. 8.6 Execution in Counterparts. This Agreement may be executed in any number of counterparts,each of which shall be deemed an original and said counterparts shall constitute but one and the same instrument and may be sufficiently evidenced by one counterpart. 8.7 Shareholder Communication. Until such time as the Trustee receives a written notice to the contrary with respect to a particular security,the Trustee may release the identity and the address of the Trust to the security issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of the direct communication between such security issuer and shareholder. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the effective date set forth above. City of Clermont Voya Institutional Trust Company By: ' By: Name:Gail L.Ash Name: (L yr Cwt.k 5 k'-e Title:Mayor Title: L'\.c. P(e S;Jt e,v-7t' -7- N N EP D o N' W- A O A n 1.1 T T D > D <ca a co ?! CO < N O C 0 CD 0 - VII 'D J m = y 3a. �cr. O O o O r�., �i �i D °' O1 D3 -ri x(p CD N -0 a CD N ••I J N T c T , cn g c n O C= d N ' 3 CW O CS YnS °;o d = �' � °' N CD C•D s,wwqq -�, (p op _ _ a> N J N §3 C A T C (— CD CD in o m d K ?W m O CD cD 0 • CT N N cD N C N O O co n (D 1:1)= a O CD (') cD co co CO O Cl) (.) CD cD cD C� T1 ;U C1 a O 3 3 -, (pc(_p. n ID C CD Q 0 g 3 CD N N CD = .7-. C.IDC CD 7 S Q -D 7 O 5. N d Coi 3 (J° o 70) 7 P O o o d 0 co 7 C1 0 p O D D A co N 0O N N 0 e e e 3 v Z CD a 5. 7 5 _ CD NID c.n 7 N N d iii 3 O O Y ^ N u7' d (D Z Z r7-. 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