SM SERVICE AGREEMENT. . The Plan Year in which Client engages MVP to begin providing services

Transcription

1 SERVICE AGREEMENT This Service Agreement ( Agreement ) is entered into on the Effective Date set forth below between MVP Plan Administrators, Inc. ( MVP ), and the Plan Sponsor or Client. Except where otherwise noted, Plan Sponsor, Client, and Responsible Plan Fiduciary (RPF) will be collectively referred to as Client and/or RPF. By entering into this agreement, the Client acknowledges and certifies that the individual signing this Agreement is a RPF for the Client s Retirement Plan and is authorized to enter into this Agreement on behalf of the Client. RPF acknowledges that the material terms of this Agreement and any materials referenced in this Agreement were disclosed to RPF before this Agreement was signed. If Plan Sponsor and RPF do not sign and return this Agreement to MVP, the arrangement pursuant to which MVP shall provide its services for the Plan and Plan Sponsor is described as set forth in this document. MVP provides services for qualified retirement plans under section 401(a), 403(b), 457 of the Internal Revenue Code of 1986 (the Code ), ESOP s and other non-qualified Plans. Client wishes to engage MVP to provide the Plan services described in this Agreement beginning with the Effective Date listed below. RPF is the Plan fiduciary responsible for causing the Plan to enter into, renew, or extend agreements on behalf of the Plan, including this Agreement. This Agreement and any schedules or exhibits identified herein are the entire agreement between the parties concerning the subject matter hereof; they supersede any prior written or oral understanding concerning the services described herein; there are no other agreements, restrictions or warranties, except as provided herein. This Agreement is intended to govern the rights and obligations of the parties hereto. To the maximum extent permitted by law, no participant, beneficiary or other party shall have any right or interest in the terms of this Agreement or the services to be provided hereunder. Force Majeure: If timely performance of this Agreement by either party is prevented by flood, fire, storm, strike, terrorist acts, acts of God, unavoidable casualty or similar cause, any liability arising from such performance or delay shall be excused, provided notice of inability is given to the non-performing party and performance is completed within a reasonable period. Effective Date: This Agreement is entered into effective. Client Name: who legally sponsors the Plan. (Plan Sponsor). The Plan Sponsor is the employer Relating to the: ( Plan ) and serves as an acknowledgment by Plan Sponsor and MVP of their duties under the Plan and the associated fee structure for MVP s services to the Plan. MVP assumes no liability or responsibility for the qualified status, compliance or past administration or record-keeping of the plan prior to the later of the date of this Agreement or the effective date of services. The parties hereto agree as follows: Plan Year Ending: described in this Agreement.. The Plan Year in which Client engages MVP to begin providing services Plan Sponsor: The Plan Sponsor has statutory responsibility for ensuring all requisite filings with the federal government are made timely and that plan participants and beneficiaries receive all disclosures regarding plan benefits. The Plan Sponsor has discretionary authority over the management and administration of the Plan. The Plan Sponsor will serve as the Plan Administrator except whereas designated under separate agreement and disclosure. SERVICES PROVIDED AND COMPENSATION FOR SERVICES OR FEES: This Agreement is intended to meet the ERISA 408(b)(2) regulations and describes the services provided by MVP and direct and indirect compensation received by MVP. Disclosure of an investment's annual operating expenses (e.g., expense ratio) and any ongoing operating expenses in addition to annual operating expenses for participant-directed individual account plans, requiring such disclosure will be provided by electronic media. Electronic means to disclose information under the 408(b)(2) regulation to plan fiduciaries provided that the covered service provider's disclosures on a website or other electronic medium are readily accessible to the responsible plan fiduciary, and the fiduciary has clear notification on how to access the information. MVP will provide the plan fiduciary and/or the responsible plan contact access to the plan and plan investment information online through a secure website. The plan fiduciary will be provided clear notification of how to access the website and plan information. The final rule for disclosure requirements contains a "pass-through" for investment-related disclosures furnished by record-keepers. MVP may provide current disclosure materials of an unaffiliated issuer of a designated investment alternative, or information replicated from such materials, provided that the issuer is a registered investment company, an insurance company qualified to do business in a State, an issuer of a publicly-traded security, or a financial institution supervised by a State or Federal agency. Services provided to the Plan are pursuant to this Agreement. With respect to each service, the compensation or fees to be received by MVP are as set forth below. MVP acknowledges some services as a business practice are to promote client relations, as such not all services performed for the Client or the Plan will be described in this Agreement, and as such said services will not be charged by MVP. MVP shall disclose to RPF compensation or fees, including money or any other thing of monetary value (for example, gifts, awards and trips) received, or to be received by MVP in connection with the services to be provided under this Agreement. 1

2 Investment Related Fees: Client acknowledges that other plan related fees may be assessed to the Plan or the Client by the custodian of the plan s assets, advisor and/or broker of the plan, the mutual fund companies, etc., and are not related to MVP, or in connection with the services outlined in this Agreement. Separate agreements and fee disclosure should be provided by each independent party. Plan Conversion Fees: MVP provides Plan Conversion Services for an existing retirement plan on the basis of flat rate. The conversion fee will be charged at the time of services. If services are required for MVP to address previous compliance issues, MVP will discuss with the Plan Sponsor and charge their normal hourly rate. Plan Document Services/Design Services: Client agrees to utilize the Prototype Adoption Agreement sponsored by MVP. MVP supports and maintains the Prototype plan document and MVP will ensure the continued qualification and compliance of the document with all Internal Revenue Code regulations. The Client is ultimately responsible, as the ERISA Plan Administrator, for administering the Plan and, therefore, must be familiar with its terms. Client may present any and all such documents to its own counsel for review and approval before execution of any such documents. Client agrees to use an MVP sponsored Prototype document (adoption agreement). The MVP sponsored Prototype document will be for the use of plans utilizing. The client agrees to the terms of the standardized options available under. Plan Amendments: MVP will prepare and provide Plan amendments and other documents associated with Plan amendments for review and approval by Client and/or its counsel. MVP recommends that Client present any and all such amendments to its own counsel for review and approval before execution of any such amendment or other document. MVP provides Plan Amendment Services for plans sponsored by the MVP sponsored prototype IRS approved plans. MVP will provide required legislative good faith amendments for MVP sponsored Prototype Plans to Client. Fees for elective plan design changes and/or Board Resolutions will be charged separately. Fees for elective amendments, Plan Termination amendments (includes notices) and Board Resolutions are $250 per amendment or Resolution. Fees for amendments and required legislative plan restatements will be charged separately. MVP does not have a fixed rate for preparation of plan restatements due to the unknown scope of the specific legislative requirements. Fees in connection with Plan restatement will be communicated to Client as soon as possible upon MVP s knowledge of services required for services. Plan Enrollment Services: MVP will provide online participant access for enrolling into the plan. MVP will also provide an enrollment presentation for the Client s use and instructional information for plan participants. The client acknowledges it is the client s responsibility to inform and enroll all eligible plan participants. Distribution of Participant Account Statements and 404(a)5 Disclosure: MVP will provide participant account statements and 404(a)5 Disclosure Notices. Electronic versions will be available online, paper statements are not available. There is no additional cost for the electronic statements or participant disclosures. Client acknowledges it is the Client s responsibility to provide required statements and/or disclosures to plan participants according to current IRS and/or DOL regulations. MVP will provide guidance on acceptable methods of delivery. Payroll Upload: Client is responsible to upload contribution and payroll information to MVP s secure website. Compliance and Reporting Services: MVP provides a competitive fee that incorporates the costs for regular day-to-day administration, contribution calculations, compliance testing and government forms preparation as outlined in this Agreement. MVP fees encompass the wide range of day-to-day administration. Some special circumstances or projects may warrant additional costs. MVP will provide all compliance reporting by electronic submission. Client must provide complete census data, on MVP approved format on a per payroll basis. The information the Client provides each pay period will include the information necessary to prepare the compliance and reporting. An annual Compliance Checklist will also be required to be completed and returned to MVP. MVP will provide Client with a payroll template that Client agrees to complete and upload to MVP s secure website each pay period of the Client. Client acknowledges that it is responsible for providing complete and accurate data each pay period. Client acknowledges data collected each pay period will be used to prepare compliance testing and reporting for the plan. MVP is not responsible for and will not be liable for meeting any deadlines relative to the Plan that may occur as a result of incomplete or incorrect data from the Client. MVP is entitled to rely on all information provided by the Client and is under no duty to audit or otherwise verify the accuracy of that information. Nondiscrimination Testing is part of our services. Qualified Plans are subject to several nondiscrimination tests MVP will complete testing in accordance with Internal Revenue Code (IRC) as follows: 401(k) Plan Nondiscrimination testing (IRC 401(k) & 401(m)), including identifying HCE s and corrections if necessary Monitoring maximum Limit on elective deferrals testing (IRC 402(g)) Calculation of maximum deduction limits under Code section 404 Determination of participants eligible for catch-up contributions under Code section 414(v) Monitoring maximum Overall Contribution/Benefits Limitation testing (IRC 415) Top Heavy testing (IRC 416), including determination of Key Employees and calculation of contributions Such other compliance monitoring or testing as may be required by future changes in law or applicable Regulations. Annual Government Filings Services: The preparation of the annual government reporting is part of the service. MVP will prepare the Annual Return/Reports Forms 5500 and relevant attachments for Client s signature as appropriate. If the Plan is subject to ERISA s requirements to have audited financial statements, Client shall be responsible for retaining a certified public accountant to audit the Plan and provide the required audited financial statements to the Plan on a timely basis for filing with the Annual Report. 2

3 MVP will not be responsible for the preparation of any government forms other than Form 5500, 5500EZ or Form 5500SF as applicable to the Plan. MVP will only prepare government forms for plan years in which MVP performed the administrative services, unless otherwise stated in this Agreement or by another arrangement. Fees in connection with Form 5330 are $150 per form. 1099R Forms are prepared by the custodian for distributions processed by MVP. Note: The Client is responsible for the accuracy of all information and for the timely filing of the Form 5500 with the EBSA or Form 5500-EZ with the IRS. Client understands that the failure to file an accurate and timely 5500 may subject them to substantial penalties. Distribution Services: Client provides MVP with authorization to act upon Client s behalf to process participant distribution requests, prepare the necessary forms and generate necessary documents for the distribution, and provides authorization to instruct payment be made to the participant. Client provides MVP with authority to make the determination of whether and to what extent a participant may be entitled to a distribution under the terms of the Plan. Fees per distribution are charged to the participant s balance. Qualified Domestic Relations Order (QDRO) Services: Client provides MVP with authorization to act upon Client s behalf to review QDRO requests, prepare the necessary forms and generate necessary documents for the QDRO distribution, and provides authorization to MVP to instruct payment be made in accordance with the executed QDRO. Fees per QDRO review and distribution are charged to the participant s balance. Hardship Withdrawal Services: Client provides MVP with authorization to act upon Client s behalf to process hardship withdrawal requests, and to apply the terms of the Plan to determine whether and to what extent a participant is entitled to a hardship withdrawal under the terms of the Plan under the circumstances, provided that the Client shall at all times be solely and exclusively responsible for determination of whether and to what extent a participant may be entitled to a hardship withdrawal under the terms of the Plan. Fees per distribution are charged to the participant s balance. Participant Loan Services: Client provides MVP with authorization to act upon Client s behalf to process requests for participant loans as may be allowed under the terms of the Plan, including preparation of amortization and repayment schedules, calculation of maximum loan amounts, and preparation of forms and paperwork necessary. Fees per loan are charged to the participant s balance. Fees in Connection with Client providing Incomplete, Untimely, Inaccurate Data or Data in a Format not Supported by MVP: MVP reserves the right to charge an hourly rate for any incorrect, incomplete, untimely, inaccurate data or data in a format other than an acceptable electronic format (Excel) that is provided by Client, Plan Sponsor, or Plan Representative that necessitates additional calculations, statements, valuation reports, or causes MVP to provide other services, such as data entry services. Fees in Connection with Special Services Requested by Client: MVP will charge for any special services or projects requested by Client. Special services may include consultation, the calculation of earnings for untimely deposits of contributions, preparation of filing under any DOL or IRS programs, special plan design illustrations, etc. Plan Termination: Plan Termination is in reference to the Plan s actual termination and is not to be confused with termination of services by the Client or MVP. Upon the request of the Client, MVP will (i) prepare the necessary documents to terminate the Plan; (ii) prepare the appropriate participant notices; (iii) prepare the final valuation reporting; (iv) prepare the participant distributions; (v) prepare the appropriate government reporting including the preparation of a final form 5500 Return/Report. All Plan Termination Fees must be paid prior to the commencement of these services and the specific amount will be provided prior to request for payment. Please see Plan Amendment/Restatement Fees section if plan termination amendments or notices are required. Note: MVP will not coordinate with the Internal Revenue Service to obtain a favorable Determination Letter for plan termination. If Client so requests a favorable determination letter for plan termination, Client agrees to seek the services of its own counsel for these services. Termination of MVP: We respect Client s decision to terminate the services of MVP. MVP will consult with the Plan Sponsor; communicate with the new service providers; provide transitional or final account and participant information and reporting; provide a copy of the current plan document and adoption agreement; provide loan documentation; and provide prior year Form 5500 and related schedules. This data will be provided in a format determined by MVP Plan Administrators, Inc. The termination of MVP fee of $600 is for the completion of transitional reports to a subsequent third party administrator or interested party. MVP requires payment prior to the release of records. Additionally, MVP reserves the right to assess fees for any exceptional services requested. Fees will not be prorated or refunded for a month in which MVP performs any services. Termination fees for exceptional services are charged at MVP s normal hourly rate. MVP s Normal Hourly Rate is $150. Any service not outlined herein will be charged at MVP s normal hourly rate. Payment: Client agrees fees are to be paid by bank draft no later than the 5 th of the month for that month s services. If payment has not been made by the 15 th of the month, then a late fee of $10 will be charged for each month payment is late. Additionally, if Plan Sponsor does not pay the fees after sixty (60) from due date, RPF authorizes MVP, at its sole discretion, to charge the Plan for unpaid fees. In connection with the services to be provided under this Agreement, MVP will only be able to affect its own compensation or fees without the explicit prior approval of Client as set forth in this paragraph. If MVP proposes to raise the amount of any form of compensation that it is to receive in exchange for the services to be provided under this Agreement, MVP will provide notice to Client before the increase becomes effective. Any changes in fees will constitute an addendum to this Agreement. Unless Client objects to the proposed increase before the date on which the increase becomes effective, Client will be deemed to have agreed to the proposed increase. If Client objects and gives written notice of its objection to the proposed increase before the increase becomes effective, Client will have sixty (60) days from the date of its written notice of its objection to the proposed increase within which to either reach a new agreement with MVP, or to locate and retain a new third party administrator and record-keeper, if applicable, in place and instead of MVP. 3

4 FIDUCIARY SERVICES PROVIDED BY MVP: Fiduciary Responsibility: MVP will assume the role of fiduciary in a limited capacity as allowed within the meaning of section 3(16) of ERISA. MVP will assume fiduciary responsibility for the operation of the plan as follows: Interpretation of the plan document; timely and accurate reporting and disclosure to the Plan Contact (e.g., Form 5500, distribution of SPD/M sponsored by MVP, participant fee disclosure, benefit statements, QDIA notices and other required participant disclosures) with instruction for distribution, disclosure or signature; distribution of benefits; administration of QDROs; administration of loan disbursements; administration of hardship withdrawals. MVP will serve as an ERISA 3(16) Fiduciary for other services not listed above, but only under separate signed Agreement. Those include Plan Administrator services such as monitoring timeliness of contributions, distribution or disclosure of participant notices and benefit statements, SPD/M sponsored by MVP, fee disclosure, QDIA notices and other required participant disclosure; signing of Form 5500; review of service providers. MVP will NOT provide any services to the plan as a fiduciary either within the meaning of section 3(21) of ERISA or under the Investment Advisers Act of LIMITATION ON SERVICES PROVIDED BY MVP: Investment Advice/Services: MVP does not provide investment advice/services for a fee or otherwise to any person including Client, the Plan, or the Plan s participants and beneficiaries. Any discussions of the Plan s investments with the Client or the Plan s participants and beneficiaries will be considered of a general nature and will not be misconstrued as MVP providing advice as related to the Plan s investments. The services provided under this Agreement are not intended to constitute legal, tax, or other accounting advice to the Plan or Plan Sponsor. The Plan Sponsor has sought or will seek such advice to the extent it determines necessary or appropriate. Client should consult with an attorney experienced in employee benefit plan matters regarding any questions or concerns that Client may have relative to issues of a legal nature. Trading: For plans where MVP provides or places trades as part of the plan s arrangement, the Client acknowledges that MVP and its employees are acting upon the instruction of the Client for all trades. MVP does not guarantee the timing of trades with regard to purchasing of contributions, investment fund transfers (participant initiated or otherwise), distributions, or any other trading within the plan. MVP will make every effort to provide a uniform manner for placing trades for trading activity. Exercise No Control: MVP exercises no control over plan assets, has no discretionary authority, nor exercises control over administration of the Plan. Client has sole discretionary authority and control over the administration of the Plan and exclusive control over the assets of the Plan. PLAN SPONSOR/CLIENT RESPONSIBILITIES: 408(b)(2) Regulation to Plan Fiduciary: Disclosure of an investment's annual operating expenses (e.g., expense ratio) and any ongoing operating expenses in addition to annual operating expenses for participant-directed individual account plans, requiring such disclosure will be provided by electronic media. Electronic means to disclose information under the 408(b)(2) regulation to plan fiduciaries provided that the covered service provider's disclosures on a website or other electronic medium are readily accessible to the responsible plan fiduciary, and the fiduciary has clear notification on how to access the information. MVP will provide the plan fiduciary and/or the responsible plan contact access to the plan and plan investment information online through a secure website. The plan fiduciary will be provided clear notification of how to access the website and plan information. Client is responsible for ascertaining the plan fiduciary login information to the secure website and reviewing the investment related information provided under performance and prospectus. Client acknowledges disclosure of investment related information under ERISA 408(b)(2) regulation. Administrative Provisions on a Takeover Year or Year of Conversion to MVP: Employer representations and warranties: Prior plan is qualified/trust tax exempt and Client is eligible to sponsor a qualified plan Prior plan administered in accordance with terms of its plan document and amendments Client acknowledges MVP will not review prior plan for any compliance issues unless expressly contracted by Client and agreed by MVP Client agrees to provide MVP with most recent IRS approved document and any amendments Client acknowledges that MVP will rely on documents provided to MVP and MVP does not provide any services or opinion on the qualified status of such documents If MVP is establishing a new plan for the employer, the employer represents they have not sponsored any other retirement plans in the year of or prior to the new plan being established; they have fully disclosed to MVP any information regarding previously sponsored plans by the employer; and/or by any employer under common control or an affiliated service group. Reporting Requirements of Client: Client, its advisors, or its payroll service provider will upload timely and accurate contribution data and loan payment data in the format provided and required by MVP to MVP. Client shall be responsible for the timely filing of all government reports that MVP prepares with the appropriate agency. Client acknowledges that failure to timely file required government reports may result in penalties which shall be the sole responsibility of the Plan Sponsor (and not MVP) if assessed. Client will provide MVP with requested information on a timely basis and is responsible 4

5 for ensuring that the provided information is accurate and complete. MVP will rely exclusively on information provided by Client or Client s advisors, whether oral or in writing, and will have no responsibility to independently verify the accuracy of that information. Client acknowledges that inaccurate information and/or late information could result in penalties and possibly Plan disqualification. MVP assumes no responsibility for, and shall not have any liability for, any consequences that result from MVP s inability to complete its work in the ordinary course of its business due to the failure of Client to provide timely information to MVP. Contributions: Client shall be solely responsible for making sure that funds are actually contributed to the Plan trust when required for tax deductibility and to comply with ERISA and DOL regulations. Client is responsible for remitting all contributions as required by the Plan document, ERISA and other federal regulations. MVP takes no responsibility for monitoring the amount or timeliness of contributions to the Plan. However, if MVP becomes aware of a breach of fiduciary duty on the part of the Client, investment manager, or any other fiduciary to the Plan, appropriate notification and/or action may be taken. For example, such action may include reporting the failure to the Department of Labor. MVP is not responsible for others breach of fiduciary duty. The Department of Labor has issued regulations stating that for small employers (plans with less than 100 participants at the beginning of the plan year), the safe harbor for segregation of the employees salary deferral contributions (401(k) deductions) and loan payments would be no later than the 7 th business day following the day on which such amounts would have been payable to the employee in cash. In other words, deposits of employee contributions should be made within 7 business days from each payroll. For large employers (over 100 participants at the beginning of the plan year) contributions should be paid as soon as contributions could reasonably be segregated from the employer s general assets. An employer that is late in depositing employee contributions may have committed a breach of fiduciary duty and even a prohibited transaction. If the plan sponsor/employer commits a prohibited transaction, an excise tax of 15% of the amount involved is assessed. Additionally, lost earnings on the contribution amount will have to be paid by the employer. If deposits are late, the employer can visit and calculate the penalty. Note: Client will be responsible to upload contribution files and payroll information to MVP s secure website. If the information is not complete as requested, MVP will be unable to perform certain services for the client. Such as, if hours are not complete on each payroll, MVP will not be able to update vesting, project eligibility or assist with providing certain participant notices. Certain required disclosure notices and enrollment materials are required to be provided to plan participants. Hours and correct census data is imperative in order to comply with specific deadlines for providing these materials. Client understands and assumes responsibility to provide complete data. Fidelity Bond Coverage: ERISA 412 requires that, with certain exceptions, every fiduciary of an employee benefit plan and every person who handles funds or other property shall be bonded in accordance with the provisions of that section. Client is responsible for obtaining the bond required. If Client is a sole proprietor or partnership that covers only the owners and their spouses, then the Plan Sponsor is exempt from this requirement. Bond coverage must be obtained for no less than 10% of the total plan assets not to exceed $500,000 dollars. Exception: If the plan holds employer securities, the maximum bond amount is increased to $1 million dollars. Additionally, if more than 5% of the plan assets are invested in non-qualifying assets, the bond should be increased to cover 100% of the value of the non-qualifying asset in addition to 10% of the qualifying assets. Business Entity/Ownership or Existence of Other Plans and Companies: Client acknowledges that the Plan s operation and tax qualification are affected by other plans sponsored by Client (whether currently active or terminated and whether or not MVP administered(s) the plan) and the other companies owned partially or entirely by, or related to, Plan Sponsor or its principals that may also affect the Plan. Client is responsible for informing MVP of the existence of such other plans or companies and of notifying MVP when there is a change in this information or in the tax filing status of Client (e.g. a change from S Corporation to C Corporation status, a change to an LLC, etc.). MVP is not responsible for plan defects that result from a lack of timely communication of a change in the business entity type or ownership. Business entities under common control generally must be treated as one employer for purposes of Plan testing and qualification. Common control, as defined by Treasury Regulation 1.414(b) and 1.414(c), creates a controlled group or affiliated service group of companies. Note: The determination of controlled/affiliated group status is often complex and it is dependent on detailed and often confidential company information. Therefore, MVP requires Client to provide a written opinion of the controlled group status when either the owners of the Client, Plan Sponsor, or Plan Sponsor itself, owns any part of another business. Client agrees to notify MVP within thirty (30) days prior to any change in ownership and/or percentages of ownership of Client or Plan Sponsor. In addition, Client agrees to notify MVP within thirty (30) days prior to any acquisitions, mergers, or spin-offs involving the Client/Plan Sponsor and/or owners of the Plan Sponsor. Maintenance of Legal Documents: Client shall be responsible and agrees to maintain the original and/or copies of all Participant Election/Enrollment, Beneficiary Designation Forms, legal documents including the plan document and/or plan adoption agreement, plan amendments, loan materials, government reporting and other documents relative to the qualified or legal status of the plan. Distribution of Required Information to Plan Participants and Beneficiaries: Client shall be responsible for providing the necessary information to Client s participants, including notices, elections, and reports required by law. Client is responsible to review all communications and notices for accuracy. Make Discretionary Decisions Regarding Plan Administration: Client is responsible for all discretionary decisions relating to the Plan, including the interpretation of plan document provisions, the determination of eligible employees and proper vesting of their accounts, the evaluation of claims made by participants for plan benefits, the investment of plan assets, distribution of plan benefits and the payment of plan service providers. To assist Client, MVP may, when requested, provide advice to Client about such matters excluding advice related to investments. 5

6 POTENTIAL CONFLICTS OF INTEREST AS REQUIRED BY APPLICABLE DEPARTMENT OF LABOR REGULATIONS: MVP agrees that it is obligated by this Agreement, to provide the foregoing information, to the best of MVP s knowledge, to the RPF. No Intention to Participate in or Acquire Any Interest in Any Transaction to be Entered Into by the Plan: Except as otherwise disclosed in this Agreement, MVP does not expect to participate in, or otherwise acquire a financial or other interest in, any transaction to be entered into by the plan in connection with the services to be provided under this Agreement. Material Financial, Referral or Other Relationships or Arrangements: MVP has material financial and/or referral relationship with certain investment advisory or custodial firms. The relationship between MVP and the investment advisory or custodial firm will be outlined in conjunction with this Agreement in the investment advisory or custodian s Agreement that is provided to the RPF. Policies or Procedures Addressing Conflicts of Interest: Under DOL Regulations, service providers, such as MVP, are required to disclose policies or procedures that address actual or potential conflicts of interest or that are designated to prevent either any such conflict of interest, or any compensation that it may receive, from adversely affecting the provision of fees under this Agreement. MVP s policies and procedures in that regard are described in the sections of this Agreement entitled Services Provided and/or Compensation for Services or Fees. CONFIDENTIALITY AND STORAGE OF INFORMATION: MVP will take reasonable precaution to keep Client information confidential. All information and advice furnished by MVP or Client to this Agreement and to the others, including their respective representatives, agents and employees, shall be treated as confidential, shall not be used for any purpose other than as contemplated by this Agreement and shall not be disclosed to any third party except as agreed upon in writing or as required by law or plan arrangement. The RPF signing this Agreement acknowledges and authorizes MVP to give a copy of this Agreement to any party who will transact on behalf of the Client or Plan. In addition, Client grants MVP authority to discuss, disclose, and provide confidential information to outside attorneys, auditors, consultants and any other professional advisors related to or assisting with the Plan and/or its compliance. MVP will protect and maintain Client records and provide services as outlined in this Agreement. Client agrees to hold MVP harmless in the event services cannot be performed or records are damaged or lost due to an act of God or nature, or any cause beyond the control of MVP or other entity contracted by MVP to provide services to the plan. ADDITIONAL DISCLOSURES: Information to be Provided upon Request: MVP agrees to provide information in its possession that is related to this Agreement and compensation/fees received hereunder that is requested by the RPF or Plan Administrator in order to comply with the reporting and disclosure requirements of Title I of ERISA and the Regulations, forms and schedules issued thereafter. Termination of Agreement: All services are provided under the above agreement between the Client and MVP as described. If either party demonstrates sufficient cause or material breach, this Agreement is terminable upon written notice. If sufficient cause or material breach is not demonstrated, then this Agreement is terminable 60 days after written notice is provided. If any fees remain uncollected, the Client agrees to pay costs of collecting outstanding amounts due MVP for services performed and unpaid, and that any legal action necessary will be performed under the jurisdiction of the State of North Carolina. Mandatory Arbitration: Any controversy or claim arising out of or relating to this Agreement or breach thereof, shall be settled by Arbitration in accordance with the Commercial Arbitration Rules of American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, and the Administrator and the Employer each hereby submits himself and his personal representatives to the jurisdiction of any such court for the purpose of such arbitration and the entering of such a judgment. Applicable Law: This Agreement shall be governed by the laws of the State of North Carolina and ERISA except to the extent preempted by federal law. As provided in the paragraph above, this Agreement is subject to mandatory arbitration in the event of any dispute or controversy. However, in the event that a court determines that the above paragraph is unenforceable or invalid, MVP and the Client agree that an appropriate state or federal court located in North Carolina shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be the forum in which to adjudicate such case of controversy. The parties hereto consent to the jurisdiction of such courts. Insurance: MVP agrees to maintain insurance coverage as required by law. MVP agrees to maintain Errors & Omissions insurance coverage and any other insurance coverage as MVP deems appropriate. In no way shall it be construed that MVP is providing any insurance protection to any entity other than to MVP. 6

7 COMPENSATION OR FEES: SET-UP FEES - ESTABLISH OR CONVERSION: Establish/Restated Plan Document Fee is: (set-up fee) $ Additional fees could apply at a later date pertaining to plan amendments whether elective or legislative FOR EXISTING PLANS ONLY Plan Conversion Fee $ FEES QUOTED AND AGREED PAID BY EMPLOYER: Additional charges could be incurred for conversion files not provided in MVP approved format; complex conversion; or for additional conversion or compliance services. ONGOING FEES PAID BY EMPLOYER OR PLAN SPONSOR: Annual Base Fee $ Monthly fee for administration services for Plans up to 25 employees: $ Add $25 per month for each range of 25 employees see below: FEES PAID BY PARTICIPANT: Examples: Up to 25 employees = $ per month employees = $ per month employees = $ per month employees = $ per month employees = $ per month Monthly Fee Assessed to each Participant s Account Balance $ 2.50 Distribution Processing or Loan Fee $ Qualified Domestic Relations Order (QDRO) $ Investment Related Fees: Client acknowledges that other plan related fees are assessed to the Plan or the Client by the custodian of the plan s assets, advisor and/or broker of the plan, the mutual fund companies, etc., and are not related to MVP, or in connection with the services outlined in this Agreement. Separate agreements and fee disclosure will be provided by each independent party. Any handwritten changes or modifications to this Agreement, other than those indicated in the section above Additional Fees or Addendum or Notes, will not be acknowledged or accepted by MVP Plan Administrators, Inc. Applicable DOL guidance requires that the disclosures in this Agreement be made to the RPF, and RPF hereby warrants that (he/she/it) is the person authorized by the Plan and the Plan Sponsor to enter into, extend or renew this Agreement. The RPF and the Client hereby acknowledge that this Agreement contains a pre-dispute arbitration clause. This Agreement is intended to meet the ERISA 408(b)(2) regulations and describes the services provided by MVP and direct and indirect compensation received by MVP. The RFP and Client hereby acknowledge their responsibility of understanding services provided and fees associated with those services. The above is agreed to and accepted by Responsible Plan Fiduciary ( RFP ) Signature: Print Name: Date: 7