HomeMy WebLinkAboutAppendix 1 - Sample TEM Service AgreementPlan Services Agreement
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 _____________________________________________
(“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)
c 403(b) Plan Name
c 401(a) Plan Name
c 401(k)1 Plan Name
c 457(b) Governmental Plan Name
1 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.
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Name
Title E-mail
Plan Sponsor/Trustee
Phone Fax
Name
Title E-mail
Plan Sponsor/Trustee
Phone Fax
Name
Title E-mail
Authorized Plan Representative (Primary HR contact that will be given access to Voya’s Plan Sponsor Website.)
Phone Fax
PLAN SERVICES AGREEMENT –SERVICE PROFILE
Name
Title E-mail
Plan Sponsor/Trustee
Phone Fax
PLAN CONTACT INFORMATION (Please Print) Note that Voya will rely exclusively on this Plan Contact Information for
purposes of verifying the names of individuals who are authorized to provide direction on behalf of the Plan. Voya shall have no
duty to inquire into the actual authority of such individuals listed below and Employer shall be responsible for communicating any
changes to this Plan Contact Information.
c Additional Plan Sponsor/Trustee contacts outlined in attachment.
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Address
City ZIP State
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)
c Healthcare
c Education
c Church
c Other Not-for-Profit
Governmental Organization
c State, local, county, municipality
c Healthcare
c Public School:
c K-12
c Higher Education
403(b)401(a)401(k)457(b)
Governmental
Check if Your Plan(s) are NOT subject to ERISA c c c Always Non-ERISA
PLAN INFORMATION (Please read the attached “Description of Services” and check all that apply to Your Plan(s).)
c This Plan replaces an existing Voya Plan. If checked, please provide Plan number. ______________________________________
c This Plan is related to an existing Voya Plan. If checked, please provide Plan number. ____________________________________
c Link Plans on the Plan Sponsor/Trustee Website
Third Party Provider
c 403(b) c 401(a) c 401(k) c 457(b) Governmental
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.
c Plan Document
c Testing Services, please identify applicable tests
c 5500
Master Aggregator Service
Provided by ____________________________ (If Planwithease.com® is the provider, a separate agreement is required.)
Indicate Plans c 403(b) c 401(a) c 401(k) c 457(b) Governmental
Online distribution services are not available for Plans using a Master Aggregator Service for in-service withdrawals/hardship withdrawals/termination distributions.
Employer TIN
If You have not completed the Voya Application for Group Annuity, please complete the following information. If the Voya
Application for Group Annuity is submitted, the information in this section will be disregarded.
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PLAN INFORMATION (Continued)
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 the only option available if the Plan has elected 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
401(k)c c c
403(b)c c c
457(b)c c c
Catch-up Contribution Method
c Percent c Dollar Amount c Both c N/A
Enrollment/Education Communication – Choose One:
c Enrollment/Education Brochure
c Sponsor Enrollment Campaign2
2Sponsor initiated Enrollment Campaign is not available if Your Plan has an automatic enrollment feature or utilizes Voya’s Enhanced Notification Service.
This service will not be available until after Voya’s recordkeeping services are active for ongoing enrollments. Voya will provide the enrollment and education
brochure for You to distribute to Your employees during implementation. Please note that these materials were created to assist plan sponsors with the plan
enrollment process and do not otherwise replace or modify any existing obligation to furnish regulatory communications to individuals.
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.)
c 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.
c 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.
c 457(b) Governmental 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.
c No, I do not want Voya to pre-populate our Plan(s) match information on Voya’s Online Enrollment Center.
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PLAN INFORMATION (Continued)
Participant Eligibility Tracking (Required if Enhanced Notice Service was priced into the Plan, if using any Participant Investment
Advisory Services program or Asset Allocation Made Easier as QDIA.)
c Yes (If “Yes,” please see question below.) c No
Will part time employees be included for eligibility tracking purposes (applicable if your Plan excludes part time employees and/
or requires more than 500 hours of service in a plan year for eligibility)?
c Yes c No
Automatic Enrollment Service (Required for Automatic Account Re-alignment.)
c Voya Automatic Enrollment Service OR c Both Voya Automatic Enrollment and Automatic Rate Escalator Service
Account Re-alignment Services (Choose one or both.)
c Automatic Account Re-alignment (not available to 401(a) Plans or Plans not subject to ERISA) (Automatic Enrollment must be elected above and deferral method must be percent only.) 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. NOTE: This service is not available to Plans offering traditional after-tax contributions.
c Investment Reset (ERISA Plans only) – Participant’s account balances will be re-directed to the QDIA fund for the Plan within thirty (30) calendar days from the date indicated below, unless the Participant has opted out. (Not available for Plans which utilize both Self-Directed Brokerage Account and permit Roth deferrals, or Plan’s that utilize Asset Allocation Made Easier as the QDIA.)
Automatic Account Re-alignment/Investment Reset services elected above will occur one time unless indicated below:
c 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 sixty (60) calendar days after implementation date.) Automatic Account Re-alignment and Investment Reset will occur thirty (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.
c 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, 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:
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.
c Yes
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PLAN INFORMATION (Continued)
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.
c 403(b) c 401(a) c 401(k) c 457(b) Governmental
Withdrawals and Distributions
Check all that are applicable. (For Plans using a Master Aggregator Service, or legacy vendors, paperless services are not available, so leave blank. If paperless services are not used, Your approval will be required.)
403(b)401(a)401(k)457(b)
Governmental
Online Plan Sponsor/Trustee approval is required for in-service withdrawals (hardship/unforeseeable emergency withdrawals not available for paperless processing).
c Yes c No c Yes c No c Yes c No c Yes c No
Online Plan Sponsor/Trustee approval is required for termination distributions.c Yes c No c Yes c No c Yes c No c Yes c No
If you check “No,” above, availability of the paperless distribution processing service is subject to Voya approval.
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.
c Bill the Plan Sponsor/Trustee for Participant Withdrawal/Distribution Fee
c 403(b) c 401(a) c 401(k) c 457(b) Governmental
The QDRO Processing Fee will be deducted from Participant investment selections on a pro rata basis for each QDRO processed unless You check the box below.
c Bill the Plan Sponsor/Trustee for QDRO Processing Fee
c 403(b) c 401(a) c 401(k) c 457(b) Governmental
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.)
c Non-Voya IRA for the following Plans c 403(b) c 401(a) c 401(k) c 457(b) Governmental
IRA Provider
Contact Name
Address City State Zip
Loans
Are loans permitted under the Plan(s)?
c 403(b) c Yes c 401(k) c Yes
c 401(a) c Yes c 457(b) Governmental c Yes
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.
c Bill the Plan Sponsor/Trustee for the Participant Loan Initiation Fee
c 403(b) c 401(a) c 401(k) c 457(b) Governmental
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PLAN INFORMATION (Continued)
Loans (Continued)
The Annual Loan Administration Fee will be deducted annually from the Participant investment selections on a pro rata basis
unless you check the option below.
c The Plan will vary the payer of the Annual Participant Loan Administration Fee by Division/Sub-location3
3Please provide the Multiple div/sub location information under Payroll Information section.
Types of Loans Allowed
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.
______ Total number of loans allowed (Regardless of type) – (4 maximum, regardless of loan type)
Loan Types:
______ Number of General Purpose loans
Duration ______ months (not to exceed 57 months)
______ Number of Residential Loans
Duration ______ months (not to exceed 360 months)
c Yes c No Online Plan Sponsor/Trustee approval is required for processing a loan (Residential not available for paperless
processing and will require Your approval).
If you check “No,” above, 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.
c In lieu of above, ACH debit loan repayments will be deducted from the Participant’s bank account for all active and separated from service Participants (deductions will be 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.)
For Payroll Deduction Loans, Participants that are separated from service will not be permitted to continue loan repayments unless elected below.
c Yes – allow Participants separated from service to continue to repay loans (option 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.
c Moody’s Corporate Bond Yield Average-Monthly Corporate
Please select a Loan Interest Rate Adjustment Factor.
c 0% c .5% c 1% c 1.5% c 2% c 2.5% c 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. Fund must be offered in the Plan and cannot be the fixed or stable value funds).
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.
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PLAN INFORMATION (Continued)
Loans (Continued)
Restrictions (complete if applicable):
Plan Level Loan Restrictions (applies regardless of loan type):
One Loan per ______ months (rolling period of occurrence)
______ Loans per c month c quarter c semi-annual c annual (will default to Plan year period unless c Calendar Year elected)
General Purpose Loan Restrictions:
One Loan per ______ months (rolling period of occurrence)
______ Loans per c month c quarter c semi-annual c annual (will default to Plan year period unless c Calendar Year elected)
Residential Loan Restrictions:
One Loan per ______ months (rolling period of occurrence)
______ Loans per c month c quarter c semi-annual c annual (will default to Plan year period unless c Calendar Year elected)
VOYA INSTITUTIONAL TRUST COMPANY (Additional service agreement will apply.)
c 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)
c 403(b) c Custodial Arrangement
c 401(a) c Custodial Arrangement c Directed Trustee Services
c 401(k) c Custodial Arrangement c Directed Trustee Services
c 457(b) Governmental c Custodial Arrangement c Directed Trustee Services
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 .
c No, I do not want my active and terminated employees to have Financial Counseling Services as part of the services available to them.
Participant Investment Advisory Services program – May include either a professionally managed account option with a Participant level fee and an online, point in time advice service at no additional charge or a custom program with a Participant level fee. NOTE: Additional service agreement is required in order for this service to be implemented.
c No, I do not want to offer a Participant Investment Advisory Services program.
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:
c 3(16) - Firm Name: __________________________________________________
c 3(38) - Firm Name: __________________________________________________
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ADDITIONAL SERVICES (Continued)
Self-Directed Brokerage Account – Supplemental investment alternative for Plan Participants. Voya Institutional Trust Company is
required to be appointed as directed Trustee or custodian for this service.
c 403(b)
c 401(a)
c 401(k)
c 457(b) Governmental
If “Yes,” do You have an existing self-directed brokerage account? c Yes c No
If “Yes,” do You want to transfer in-kind? c Yes c 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 (not available to Plans that have elected to use a stable value option).
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 c
For additional information on the Fixed Account Transfer Restrictions, please refer to the Group Annuity Contract and/or Funding
Agreement provided at contract issuance.
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) Plans.)
c Yes Number of outside carriers
STATEMENTS AND REPORTS
The Participant Quarterly Statements will be provided in English unless You select Spanish Quarterly Statements below.
c Plan Sponsor/Trustee elects all Participant Quarterly Statements to be in Spanish4
4Participants may elect to have their statements available in either Spanish or English by contacting Voya’s Customer Service Center.
Sponsor Logo – Place our company logo on Sponsor and Participant statements and Websites. (Logo must be received electronically and meet Voya design requirements.)
c Yes
Non-ERISA Participant Fee Disclosure Election (Non-ERISA plans Only)
c I 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).
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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? c Yes c No
If ”Yes,” will Your payroll vendor be submitting Your file on Your behalf?1 (Payroll Integration) c Yes c No
1If “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
Internal Payroll Contact (Employer contact for contributions)
Name
Title E-mail
Phone Extension Fax
Select the payroll frequency for contributions and loan repayments. (Check all that apply.)
Weekly Bi-Weekly Semi-Monthly Monthly AnnuallyCannot be used for loan repayments
403(b)c c c c N/A
401(a)c c c c c
401(k)c c c c N/A
457(b) Governmental c c c c N/A
Number of Payrolls if You have more than one
c Yes c 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
Choose One – Applicable only if Payment of Annual Participant
Loan Administration Fee varies by Division/Sub-location
c Participant Deduction c Bill Plan Sponsor
c Participant Deduction c Bill Plan Sponsor
c Participant Deduction c Bill Plan Sponsor
c Yes c 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.)
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.)
Type of account c Checking c 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
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PAYROLL INFORMATION (Continued)
Alternative Payment Methods
c ACH Credit – Plan Sponsor/Trustee initiates electronic transfer of funds.
c 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.)
c Please indicate if You want the file sent via e-mail to the contacts identified above.
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 Levelization1 feature is selected in
which the fee is charged in monthly installments.
1If using Fee Levelization then Participant Deduction must be selected.
c Participant Deduction c Bill Plan Sponsor
Fund Revenue Requirement
This fee is charged in quarterly installments.
c Participant Deduction c Bill Plan Sponsor
Annual Case Fee
Annual fixed dollar fee – This fee is charged in quarterly installments.
c Participant Deduction c Bill Plan Sponsor
Participant Service Fee
Annual fixed dollar fee charged per Participant with an account balance – This fee is charged in quarterly installments.
c Participant Deduction c 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.
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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. The investment option selected below must be an investment option selected within Your Plan.
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 prefunded 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 professionally managed account option or custom program under a Participant Investment Advisory
Services program.
c Yes c No 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, Professionally managed account option or custom program
and Asset Allocation Made Easier.)
c 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.)
c The professionally managed account option or custom program under a Participant Investment Advisory Services arrangement (Note: Separate Agreement required)
c Other Investment Option (100%) ________________________________________________________________________
c Asset Allocation Made Easier (Note: Separate Agreement required)
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 Plan provider’s information if applicable.)
c Check if Start-up Plan
Prior Provider Firm
Contact Name Phone
E-mail Prior Provider Contract/Plan #
Asset Transfer
c Option 1 – Map Plan assets (preferred method) – Participant accounts are established with account information from the prior provider, including enrollment status in a managed account service or custom program (if applicable) and Plan assets are invested according to mapping instructions provided. Participant accounts that were enrolled in the Plan’s managed account service or custom program at the time of asset transfer will be mapped to the managed account service or custom program made available to the Plan Participants at Voya (if applicable).
c Do not map managed account service or custom program enrollment.
c 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.
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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 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 on 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 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.
REQUIREMENTS
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PLAN SERVICES AGREEMENT –DESCRIPTION OF SERVICES
OPTIONAL SERVICES
1. Participant Eligibility Tracking Service
A. How it works
This Service is required if using Participant Investment Advisory Service or Asset Allocation Made Easier as the Plan’s Qualified Default Investment Alternative. Contribution Rate Change service also required for this service. The Plan must be active on Voya’s record keeping platform for the Eligibility Service to begin. Until this service begins, Voya is not responsible for providing notification to Participants. 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. Notices of eligibility will be sent to Participants thirty (30) days prior to their Plan entry date. If the census data is provided to Voya less than thirty (30) days prior to a Participant’s entry date, then the notices will go out once census data is received. Non-enrolled Participants will receive reminder notices of their eligibility, including information on how to enroll, on each anniversary of their eligibility date. Eligibility notification for Employer contributions will be reported to Your payroll directly and not to the Participant. The notification for Employer contributions will be provided on the Payroll Feedback File that is sent just prior to the Participant’s entry date. This will be based on your Payroll Feedback File delivery schedule. If eligibility requirements are immediate we will provide notification as soon as administratively feasible.
This service supports monitoring of part-time employee eligibility when the employee classification is identified and tracked as its own group in Voya’s recordkeeping system. The eligibility service functionality can include the part-time exclusion in accordance with applicable law. Voya must receive applicable hours on an ongoing basis to support this provision unless plan elected Voya’s equivalency hours option.
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.
C. What’s not covered
This service is not available to You if Your Plan document contains any one of the following provisions:
• Participant eligibility notification will be limited to the employee deferral contribution type. Participants will not receive written notification of eligibility to make non-deferral contributions.
• Eligibility of an Employee to receive Employer contributions prior to an Employee’s eligibility to make deferrals.
• 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., union employees).
• Eligibility with an entry date immediately after working 1000 hours (where completion of computation period not required).
• Different eligibility criteria by more than 4 groups.
• Different eligibility criteria for deferral sources.
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2. ACH Debit
If elected in the Service Profile, an electronic funds transfer is initiated from Your bank account(s) specified in the Service Profile.
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
Voya shall use reasonable efforts to act on authorized requests to cancel or amend instructions received provided that 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. The Plan must be active on Voya’s record keeping platform for the Automatic Enrollment / Automatic Rate Escalator Service to begin. Until this service begins, Voya is not responsible for providing notification to Participants. If the Automatic Enrollment Service is elected, Voya will automatically enroll Participants thirty (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 for any Participant in the Plan, Automatic Enrollment will occur thirty (30) calendar days after the entry date. If the Plan is not using the Participant Eligibility Tracking Service the Automatic Enrollment date will be thirty (30) calendar days from the time census is provided to Voya. The thirty (30) calendar day period shall start on the date that Voya generates the notice before it is mailed to Participants and automatic enrollment will occur after the thirty (30) day period is complete unless the Participant opts out of the service.
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 also be reminded fourteen (14) calendar days prior to being automatically enrolled or 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
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 (i.e. pre-tax and Roth), then the Participant’s deferral rate in these sources will be combined for the purpose of determining their total current contribution rate. Any increase made will apply to the pre-tax deferral money source. NOTE: This service is not available to Plans offering traditional after-tax contributions.
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 thirty (30) calendar days beginning on the notification start date, and the Participant’s deferral rate is below the Plan’s automatic enrollment rate then the modified automatic
OPTIONAL SERVICES (Continued)
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OPTIONAL SERVICES (Continued)
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 thirty (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 thirty (30) calendar days of the Participant Notification Start Date will not be included in the Automatic Account Re-alignment Service.
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, or if Asset Allocation Made Easier is used as the QDIA for the Plan. To 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 a Participant Investment Advisory Services program, Asset Allocation Made Easier, 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, 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 written instructions.
A. Paperless loans, withdrawals and distributions
Voya will process electronic claims for Plan loans, withdrawals and distributions without requiring 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.
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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.
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
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
• Unforeseeable 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/Q&A-D-2), Voya may end this service on one Business Day’s notice to You.
OPTIONAL SERVICES (Continued)
STANDARD SERVICES
1. Plan Document
Unless otherwise elected in the Service Profile section, Voya will furnish a Plan document (using Voya’s document) (“Plan Documents”), based on Your current Plan and instructions.
Voya will prepare restatements as required under the Code and applicable regulations and procedures. The Plan Sponsor understands and expressly acknowledges that Voya exercises no discretion with respect to the restatement of its Plan Document and all changes to the Plan document incorporated into the restatement are being made at the direction of the Plan Sponsor. Non-regulatory (or discretionary) amendments are available upon request for an additional fee as outlined in Your Program Highlights and Your Fee Summary.
2. Plan Communication and Enrollment Services
You must provide Participants with either an enrollment / education brochure, or the Sponsor initiated enrollment email. Both communications connect to Voya’s digital educational experience (“the Digital Experience”), which includes Plan Highlights, product disclosure material, fund one-page summaries and fund performance. Participants will be informed that fund prospectuses are available by calling Voya’s Customer Care Center. The Digital Experience is available in both English and Spanish, however, some materials may only be available in English as noted on the Digital Experience.
Voya will conduct group meetings virtually and/or onsite to explain Your Plan to employees based on your Plan demographics.
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.
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3. Contribution processing services
You must furnish all requested census data before the date contributions are submitted to Voya. Upon receipt in Good Order, 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. 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. Plan Communications
Voya shall furnish eligible plan communications to participants in accordance with the requirements contained in the Department of
Labor (DOL) Default Electronic Disclosure Final Rule. Those communications that cannot be provided electronically will be delivered
in paper format via U.S. Postal Service. Unless a Participant has individually elected to receive communications electronically,
Participants in 403(b) Non-ERISA Plans, or Plans linked to a 403(b) Non-ERISA Plan will receive plan communications via U.S. Mail.
A. Participant Communications
Except as otherwise provided by this Agreement, Voya will use its records to generate the following:
• Participant statements will be generated and posted online quarterly, accessible via the Participant Website (note for 403(b) Non-ERISA plans: unless a Participant has individually elected to receive communications electronically, Participants in 403(b) Non-ERISA Plans, or Plans linked to a 403(b) Non-ERISA Plan will receive plan communications via U.S. Mail).
• Participant activity confirmations for recurring and non-recurring transactions will be posted to the Participant Website.
STANDARD SERVICES (Continued)
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• Participants with an email address on file will be mailed an Initial Paper Notice identifying the email address to be used for electronic delivery notification. Participants can change their email address or opt out of electronic delivery by updating their preferences on the Participant Website or speaking with a customer service representative.
• Subsequently, these Participants will receive an electronic Notice of Internet Availability, indicating a plan communication is
ready for viewing on Participant Website.
• If a Participant does not have an e-mail address on file, or opts out of receiving communications electronically, then
communications will be mailed to the participant’s address of record using the U.S. Postal Service.
B. Plan Sponsor Communications
• Transactional activity will be made available to You via paper as well as the Plan Sponsor Website.
• Sponsor Activity Report will be made available to You via the Plan Sponsor Website.
C. Valuation
Voya will compute the value of individual Participant accounts as of each Business Day.
D. 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. Investment Fund and Product-Level Prospectuses
Regulatory Documents, which include fund and product-level prospectuses, reports and supplements, will be delivered electronically via Sponsor Web. The documents are delivered both on an annual, and ad hoc basis, as required. Each time a new document is posted for review an e-mail will be sent.
6. 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.
7. 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 the professionally managed account option or custom program under a Participant Investment Advisory
Services program, 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
a professionally managed account option or custom program under a Participant Investment Advisory Service, Asset Allocation
Made Easier or Voya Lifetime Income Protection Program will have this feature turned off.
8. 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.
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STANDARD SERVICES (Continued)
9. 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.
10. 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 five (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 sixty (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.
E. Loans not limited to specific source or fund
Voya processes plan loans from the Funds in a participant’s account on a pro-rata basis. Plan loans cannot be processed from a specific fund or source. Unless otherwise directed in writing by a plan sponsor or stated within the terms of a plan document, Voya shall process participant loans from all available sources under a plan.
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11. 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 Notice Service must be provided to Voya no later than sixty (60) days prior to any regulatory notification timing requirement. The Plan must be active on Voya’s record keeping platform for the Voya’s Notice Service to begin. Until this service begins, Voya is not responsible for providing notification to Participants.
Standard Service
This service (as well as Participant Eligibility Tracking) is required if Plan is using any Participant Investment Advisory Services Program 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.
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.
Note that Voya will not provide:
• Annual notices required for an ADP/ACP safe harbor.
• Initial QDIA Notices if Automatic Enrollment Service and Eligibility Tracking Service not used.
• 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.
12. 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.
13. 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.
14. 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.
STANDARD SERVICES (Continued)
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15. Plan Distribution Services
A. Voya will compute minimum distribution amounts
Voya will compute required minimum distribution (RMD) amounts required under IRC § 401(a)(9) based solely on the data You 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
§ 401(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 § 401(a)(9). With respect to 403(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. Withdrawals and distributions not limited to specific source or fund
Voya processes withdrawals and distributions from the Funds in a participant’s account on a pro-rata basis. Withdrawals and distributions cannot be processed from a specific fund or source. Unless otherwise directed in writing by a plan sponsor or stated within the terms of a plan document, Voya shall process withdrawals and distributions from all available sources under a plan.
C. 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.
16. 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.
17. 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.
18. 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.
19. 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.
STANDARD SERVICES (Continued)
Order #200338 TEM Bundled 09/11/2023TM: DCPLNINSTL/PLANINITPage 23 of 37
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.
20. 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 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 2½ 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.
21. 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.
STANDARD SERVICES (Continued)
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STANDARD SERVICES (Continued)
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.
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.
22. 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.
23. 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).
24. 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.
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STANDARD SERVICES (Continued)
• 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.
• 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.
25. 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.
26. 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.
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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:
PLAN SERVICES AGREEMENT
RECITALS
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.
AGREEMENT
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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
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).
2.9 403(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.
2.10 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.
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
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.
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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 balance 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.
Additionally, from time to time, a corporate affiliate of Voya may receive money market like rates of return on other
deposit or short-term investment products in which contributions awaiting investment may be held until such time as the
Authorized Instructions are provided.
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, a 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.
AGREEMENT (Continued)
Order #200338 TEM Bundled 09/11/2023TM: DCPLNINSTL/PLANINITPage 29 of 37
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
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.
AGREEMENT (Continued)
Order #200338 TEM Bundled 09/11/2023TM: DCPLNINSTL/PLANINITPage 30 of 37
(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
notice thereof has been provided to the breaching Party by the other Party, or (ii) immediately and without the necessity
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.
AGREEMENT (Continued)
Order #200338 TEM Bundled 09/11/2023TM: DCPLNINSTL/PLANINITPage 31 of 37
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-
performance, breach 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.
AGREEMENT (Continued)
Order #200338 TEM Bundled 09/11/2023TM: DCPLNINSTL/PLANINITPage 32 of 37
10.0 CONFIDENTIAL INFORMATION
10.1 Confidential Information. Either Party may disclose (“Disclosing Party”) Confidential Information (as defined below)
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
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 a. Security Standards. Plan Sponsor agrees that it shall comply, and shall cause each Participating Employer to 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 Plan Sponsor prior
to the Effective Date and will thereafter be provided to Plan Sponsor 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, Plan Sponsor’s or a Participating Employer’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. Voya
maintains industry standard data security controls for purposes of safeguarding Participant data on its recordkeeping
platform. The standards may be revised from time to time and will become applicable as provided under the terms of
this Agreement. A copy of this document is attached hereto and incorporated by reference.
b. Voya agrees that it shall comply with the data security and privacy procedures as described in the Data Security
Addendum, a copy of which is attached hereto and incorporated by reference.
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.
AGREEMENT (Continued)
Order #200338 TEM Bundled 09/11/2023TM: DCPLNINSTL/PLANINITPage 33 of 37
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
materials and know how (collectively “Standard Tools”), and Voya’s property rights, proprietary interest, copyright and/or
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.
AGREEMENT (Continued)
Order #200338 TEM Bundled 09/11/2023TM: DCPLNINSTL/PLANINITPage 34 of 37
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
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.
AGREEMENT (Continued)
Order #200338 TEM Bundled 09/11/2023TM: DCPLNINSTL/PLANINITPage 35 of 37
VRIAC’S POLICY FOR CORRECTION OF INADVERTENT PROCESSING ERRORS
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.
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 1’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 1’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.
Order #200338 TEM Bundled 09/11/2023TM: DCPLNINSTL/PLANINITPage 36 of 37
VOYA EMPLOYER’S ROLLOVER IRA
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
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.
Order #200338 TEM Bundled 09/11/2023TM: DCPLNINSTL/PLANINITPage 37 of 37
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement effective as of the date signed by the Employer below.
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
Melissa M. McAuliffe
Signature
Vice President, OperationsName Title
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.)
Signature Date
Plan Sponsor/Trustee Name (Please print.)
Signature Date
Plan Sponsor/Trustee Name (Please print.)
Signature Date
This document contains the minimum information security standards relevant to the recordkeeping and
related administrative services provided by Voya Institutional Plan Services, LLC and Voya Retirement
Insurance and Annuity Company, (collectively, “Voya”) pursuant to its Administrative Services
Agreement or Plan Services Agreement with you (“Agreement”). The standards may be revised from
time to time and will become applicable as provided under the terms of your Agreement.
Minimum Information Security Standards
External SSO Access Standard –
Plan sponsors that have external benefit sites for their plan participants and currently have (or plan to
implement) single sign-on (SSO) access to their Voya accounts must meet certain minimum security
standards. These measures are required to safeguard the participant's account from potentially fraudulent
activity.
The minimum security standard is the use of a secure username and password in combination with approved
multi-factor authentication (MFA) methods for individuals accessing the Voya portal from an external
network.
Such approved MFA methods must include the usage of one of the following:
(1)A one-time password (OTP) time-based security code delivered via SMS to a mobile device;
(2)A software-based token using time-based one-time password algorithm (TOTP) or HMAC-based
one-time password algorithm (HOTP) (e.g. Google Authenticator);
(3)A hardware-based token implemented using the HMAC-based one-time password algorithm
(HOTP) (e.g. Yubikey);
(4)Push authentication mechanisms (MSFT Authenticator or DUO);
(5)Other more secure authentications that emerge over time (e.g. biometric authentication).
In addition to these minimum authentication standards for SSO access to their Voya accounts, Voya reserves
the right to implement functionality requiring the plan participant who uses SSO access to register for Voya’s
participant website, if they haven’t done so previously.
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VOYA DATA SECURITY ADDENDUM
1. Definitions.
“Affected Persons” means Client’s and its Affiliate’s former and current employees whose
Personal Information (“PI”) may have been disclosed or compromised as a result of an
Information Security Incident.
“Affiliates” means any entities that, now or in the future, control, are controlled by, or are under
common control with Client. An entity will be deemed to control another entity if it has the power
to direct or cause the direction of the management or policies of such entity, whether through
ownership, voting securities, contract, or otherwise.
“Confidential Information” means (a) non-public information concerning the Disclosing Party;
its affiliates; and their respective businesses, products, processes, and services, including
technical, marketing, agent, customer, financial, personnel, and planning information; (b) PI; (c)
trade secrets; and (d) any other information that is marked confidential or which, under the
circumstances surrounding disclosure, the Non-Disclosing Party should know is treated as
confidential by the Disclosing Party. Except with respect to PI, which will be treated as
Confidential Information under all circumstances, Confidential Information will not include (A)
information lawfully obtained or developed by the Non- Disclosing Party independently of the
Disclosing Party’s Confidential Information and without breach of any obligation of confidentiality;
or (B) information that enters the public domain without breach of any obligation of confidentiality.
All Confidential Information will remain the property of the Disclosing Party.
“Information Security Incident” means any breach of security or cyber security incident
impacting Voya that has a reasonable likelihood of (a) resulting in the loss or unauthorized
access, use or disclosure of Client PI; (b) materially affecting the normal operation of Voya; or (c)
preventing Voya from complying with all of the privacy and security requirements set forth in this
Agreement.
“Law” means all U.S. and non-U.S. laws, ordinances, rules, regulations, declarations, decrees,
directives, legislative enactments and governmental authority orders and subpoenas.
“Personal Information (PI)” means any information or data that (a) identifies an individual,
including by name, signature, address, telephone number or other unique identifier; (b) can be
used to identify or authenticate an individual, including passwords, PINs, biometric data, unique
identification numbers (e.g., Social Security numbers), answers to security questions or other
personal identifiers; (c) is “non-public personal information” as defined in the Gramm-Leach-Bliley
Act 15 U.S.C. § 6809(4) or “protected health information” as defined in 45 C.F.R. § 160.103; (d) is
an account number or credit card number or debit card number, in combination with any required
security code, access code, or password, that would permit access to an individual’s financial
account; or (e) is “Personal Information” as defined in The California Consumer Privacy Act of
2018 (Cal. Civ. Code Division 3, Part 4, Title 1.81.5).
“Services” means the services that Voya provides to Client pursuant to this Agreement.
“Voya Personnel” means Voya’s employees and subcontractors engaged in the performance of
Services
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2. Data Security.
2.1. Security Standards and Controls.
(a) Voya will establish and maintain:
(i) administrative, technical, and physical safeguards against the destruction,
loss, or alteration of confidential Information; and
(ii) appropriate security measures to protect Confidential Information, which
measures meet or exceed the requirements of all applicable Laws relating
to personal information security.
(b) In addition, Voya will implement and maintain the following information security
controls:
(i) privileged access rights will be restricted and controlled;
(ii) an inventory of assets relevant to the lifecycle of information will be maintained;
(iii) network security controls will include, at a minimum, firewall and intrusion
prevention services;
(iv) detection, prevention and recovery controls to protect against malware will
be implemented;
(v) information about technical vulnerabilities of Voya’s information systems
will be obtained and evaluated in a timely fashion and appropriate
measures taken to address the risk;
(vi) detailed event logs recording user activities, exceptions, faults, access
attempts, operating system logs, and information security events will be
produced, retained and regularly reviewed as needed; and
(vii) development, testing and operational environments will be separated to
reduce the risks of unauthorized access or changes to the operational
environment.
2.2. Information Security Policies. Voya will implement and maintain written policies,
standards or procedures that address the following areas:
(a) information security;
(b) data governance and classification;
(c) access controls and identity management;
(d) asset management;
(e) business continuity and disaster recovery planning and resources;
(f) capacity and performance planning;
(g) systems operations and availability concerns;
(h) systems and network security;
(i) systems and application development, quality assurance and change management;
(j) physical security and environmental controls;
(k) customer data privacy;
(l) patch management;
(m) maintenance, monitoring and analysis of security audit logs;
(n) vendor and third party service provider management; and
(o) incident response, including clearly defined roles and decision making
authority and a logging and monitoring framework to allow the isolation of an
incident.
2.3. Subcontractors. Voya will implement and maintain policies and procedures to ensure the
security of Confidential Information and related systems that are accessible to, or held by,
third party service providers. Voya will not allow any third parties to access Voya’s
systems or store or process sensitive data, unless such third parties have entered into
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written contracts with Voya that require, at a minimum, the following:
(a) the use of encryption to protect sensitive PI in transit, and the use of
encryption or other mitigating controls to protect sensitive PI at rest;
(b) prompt notice to be provided in the event of a cyber security incident;
(c) the ability of Voya or its agents to perform information security assessments; and
(d) representations and warranties concerning adequate information security.
2.4. Encryption Standards, Multifactor Authentication and Protection of Confidential Information.
(a) Voya will implement and maintain cryptographic controls for the protection of
Confidential Information, including the following:
(i) use of an encryption standard equal to or better than the industry
standards included in applicable National Institute for Standards and
Technology Special Publications (or such higher encryption standard
required by applicable Law) to protect Confidential Information at rest and
in transit over un-trusted networks;
(ii) use of cryptographic techniques to provide evidence of the occurrence or
nonoccurrence of an event or action;
(iii) use of cryptographic techniques to authenticate users and other system
entities requesting access to or transacting with system users, entities and
resources; and
(iv) development and implementation of policies on the use, protection and
lifetime of cryptographic keys through their entire lifecycle.
(b) In addition to the controls described in clause (a) above, Voya will:
(i) implement multi-factor authentication for all remote access to Voya’s networks;
(ii) ensure that no Client PI is (A) placed on unencrypted mobile media, CDs,
DVDs, equipment, or laptops or (B) stored or transmitted outside the
United States; and
(iii) ensure that media containing Confidential Information is protected against
unauthorized access, misuse or corruption during transport.
2.5. Information Security Roles and Responsibilities. Voya will employ personnel adequate to
manage Voya’s information security risks and perform the core cyber security functions of
identify, protect, detect, respond and recover. Voya will designate a qualified employee to
serve as its Chief Information Security Officer (“CISO”) responsible for overseeing and
implementing its information security program and enforcing its information security
policies. Voya will define roles and responsibilities with respect to information security,
including by identifying responsibilities for the protection of individual assets, for carrying
out specific information security processes, and for information security risk management
activities, including acceptance of residual risks. These responsibilities should be
supplemented, where appropriate, with more detailed guidance for specific sites and
information processing facilities.
2.6. Segregation of Duties. Voya must segregate duties and areas of responsibility in order to
reduce opportunities for unauthorized modification or misuse of Voya’s assets and ensure
that no single person can access, modify or use assets without authorization or detection.
Controls should be designed to separate the initiation of an event from its authorization. If
segregation is not reasonably possible, other controls such as monitoring of activities,
audit trails and management supervision should be utilized. Development, testing , and
operational environments should be separated to reduce the risks of unauthorized access
or changes to the operational environment.
2.7. Information Security Awareness, Education and Training. Voya will provide regular
information security education and training to all Voya Personnel, as relevant for their job
function. In addition, Voya will provide mandatory training to information security
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personnel and require key information security personnel to stay abreast of changing
cyber security threats and countermeasures.
2.8. Vulnerability Assessments. Voya will conduct monthly vulnerability assessments that meet the
following criteria:
(a) all production servers and network devices must be scanned at least monthly;
(b) all findings must be risk rated;
(c) all findings must be tracked based on risk; and
(d) tools used for scanning must have signatures updated at least monthly with
the latest vulnerability. Voya will implement and maintain a formal process
for tracking and resolving issues in a timely fashion.
2.9. Physical and Environmental Security. Voya will ensure that all sites are physically secure,
including the following:
(a) sound perimeters with no gaps where a break-in could easily occur;
(b) exterior roof, walls and flooring of solid construction and all external doors
suitable protected against unauthorized access with control mechanisms
such as locks, bars, alarms, etc.;
(c) all doors and windows to operational areas locked when unattended;
(d) equipment protected from power failures and other disruptions caused by
failures in supporting utilities;
(e) closed-circuit television cameras at site entry/ exit points; badge readings at
all site entry points, or other means to prevent unauthorized access; and
(f) visitor sign-in/ mandatory escort at site.
2.10. Information Security Incident Notification.
(a) In the event of any Information Security Incident, Voya will, at its sole expense:
promptly (and in any event within 72 hours after Voya confirms an
Information Security Incident) report such Information Security Incident to
Client by sending an email to Client Contact Information, summarizing in
reasonable detail the effect on Client, if known, and designating a single
point of contact at Voya who will be
(i) available to Client for information and assistance related to the Information
Security Incident; investigate such Information Security Incident, perform a
root cause analysis, develop a corrective action plan and take all
necessary corrective actions;
(ii) mitigate, as expeditiously as possible, any harmful effect of such
Information Security Incident and cooperate with Client in any reasonable
and lawful efforts to prevent, mitigate, rectify and remediate the effects of
the Information Security Incident;
(iii) provide a written report to Client containing all information necessary for
Client to determine compliance with all applicable laws, including the
extent to which notification to affected persons or to government or
regulatory authorities is required; and
(iv) cooperate with Client in providing any filings, communications, notices,
press releases or reports related to such Information Security Incident.
(b) In addition to the other indemnification obligations of Voya set forth in this
Agreement, Voya will indemnify, defend and hold harmless Client from and
against any and all claims, suits, causes of action, liability, loss, costs and
damages, including reasonable attorneys’ fees, arising out of or relating to
any Information Security Incident, which may include, without limitation:
(i) expenses incurred to provide notice to Affected Persons and to law-
enforcement agencies, regulatory bodies or other third parties as required
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to comply with law;
(ii) expenses related to any reasonably anticipated and commercially
recognized consumer data breach mitigation efforts, including, but not
limited to, costs associated with the offering of credit monitoring or a
similar identify theft protection or mitigation product for a period of at
least twelve (12) months or such longer time as is required by applicable
laws or any other similar protective measures designed to mitigate any
damages to the Affected Persons; and
(iii) fines or penalties that Client pays to any governmental or regulatory
authority under legal or regulatory order as a result of the Information
Security Incident.
2.11. Risk Assessments. Upon Client’s request no more than once per year, Voya will complete
an industry standard information security questionnaire and provide relevant Service
Organization Control (“SOC”) audit reports, when available. Voya’s standard security
requirements are set forth in Exhibit A. Voya represents and warrants that, as of the
Effective Date, the statements in Exhibit A are true and correct in all material respects.
2.12. Penetration Testing. If any Services to be provided by Voya include the hosting or support
of one or more externally facing applications that can be used to access systems that
store or process Client data, the terms of this Section will apply.
(a) At least once every 12 months during the Term and prior to any major
changes being moved into production, Voya will conduct a Valid Penetration
Test (as defined below) on each internet facing application described above.
As used herein, a “Valid Penetration Test” means a series of tests performed
by a team of certified professionals, which tests mimic real-world attack
scenarios on the information system under test and include, without
limitation, the following:
(i) information-gathering steps and scanning for vulnerabilities;
(ii) manual testing of the system for logical flaws, configuration flaws, or
programming flaws that impact the system’s ability to ensure the
confidentiality, integrity, or availability of Client’s information assets;
(iii) system-compromise steps;
(iv) escalation-of-privilege steps; and
(v) assignment of a risk rating for each finding based on the level of potential
risk exposure to Client’s brand or information assets.
(vi) upon Client’s request, Voya will provide to Client an executive summary of
any material issues or vulnerabilities identified by the most recent Valid
Penetration Test along with the scope of systems tested. The report may
be redacted to ensure confidentiality.
3. Privacy and PII.
3.1. With respect to any PI, Voya will:
(a) comply with the Voya Privacy Notice at www.voya.com/privacy-notice;
(b) retain, use, process and disclose all PI accessed, obtained or produced by Voya
only to perform its obligations under this Agreement and as specifically permitted by
this Agreement, or as otherwise instructed by Client, and not for any other purpose;
(c) refrain from selling such PI or using such PI for any other purpose, including for its
own commercial benefit;
(d) treat all PI as Confidential Information;
(e) comply with the provisions of this Agreement to return, store or destroy the PI; and
(f) comply with all applicable Laws with respect to processing of PI.
Voya hereby certifies to Client that it understands the restrictions and obligations set forth above
and will ensure that Voya and all Voya Personnel comply with the same.
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3.2. As needed to comply with applicable Laws concerning the processing of PI or personal
information security, or to the extent required by any changes in such Laws or the
enactment of new Laws, the Parties agree to work cooperatively and in good faith to
amend this Agreement in a mutually agreeable and timely manner, or to enter into further
mutually agreeable agreements in an effort to comply with any such Laws applicable to
the Parties. If the Parties cannot so agree, or if Voya cannot comply with the new or
additional requirements, Client may terminate this Agreement upon written notice to Voya.
4. Confidential Information.
4.1. Confidential Information. Either Party (“Disclosing Party”) may disclose Confidential
Information to the other Party (“Non-Disclosing Party”) in connection with this Agreement.
4.2. Use and Disclosure of Confidential Information. The Non-Disclosing Party agrees that it
will disclose the Disclosing Party’s Confidential Information only to its employees, agents,
consultants, and contractors who have a need to know and are bound by obligations of
confidentiality no less restrictive than those contained in this Agreement. In addition,
Voya agrees that it will 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 required by Law or by order of a court, regulatory authority or
governmental agency; provided, that the Non-Disclosing Party will limit any such
disclosure to the information actually required to be disclosed. Notwithstanding anything
to the contrary, Client may fully comply with requests for information from regulators of
Client and the Client Affiliates.
4.3. Treatment of Confidential Information Following Termination. Promptly following the
termination or expiration of this Agreement, or earlier if requested by the Disclosing Party,
the Non-Disclosing Party will return to the Disclosing Party any and all physical and
electronic materials in the Non-Disclosing Party’s possession or control containing the
Disclosing Party’s Confidential Information. The materials must be delivered via a secure
method and upon such media as may be reasonably required by the Disclosing Party.
Alternatively, with the Disclosing Party’s prior written consent, the Non-Disclosing Party
may permanently destroy or delete the Disclosing Party’s Confidential Information and, if
requested, will promptly certify the destruction or deletion in writing to the Disclosing
Party. Notwithstanding the foregoing, if the Non-Disclosing Party, due to requirements of
applicable Law, must retain any of the Disclosing Party’s Confidential Information, or is
unable to permanently destroy or delete the Disclosing Party’s Confidential Information
as permitted above within 60 days after termination of this Agreement, the Non-
Disclosing Party will so notify the Disclosing Party in writing, and the Parties will confirm
any extended period needed for permanent destruction or deletion of the Disclosing
Party’s Confidential Information. All Confidential Information in the Non-Disclosing Party’s
possession or control will continue to be subject to the confidentiality provisions of this
Agreement. The methods used to destroy and delete the Confidential Information must
ensure that no Confidential Information remains readable and cannot be reconstructed so
to be readable. Destruction and deletion must also comply with the following specific
requirements:
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MEDIUM DESTRUCTION METHOD
Hard copy Shredding, pulverizing, burning, or other
permanent destruction method
Electronic tangible media, such as
disks and tapes
Destruction or erasure of the media
Hard drive or similar storage device Storage frame metadata removal to hide
the organizational structure that combines
disks into usable volumes and physical
destruction of the media with a Certificate
of Destruction (COD)
4.4. Period of Confidentiality. The restrictions on use, disclosure, and reproduction of
Confidential Information set forth in this Section will, with respect to PI 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 years following the
termination or expiration of this Agreement.
4.5. 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 will limit any other remedy available to either Party.
5. Cyber Liability Insurance. During the Term, Voya will, at its own cost and expense,
obtain and maintain in full force and effect, with financially sound and reputable insurers,
cyber liability insurance to cover Voya’s obligations under this Addendum. Upon
execution of the Agreement, Voya will provide Client with a certificate of insurance
evidencing the following coverage and amount with such insurer:
Risk Covered: Network Security (a.k.a. Cyber/IT)
Limits: $50,000,000
6. Disaster Recovery and Business Continuity Plan. Voya maintains, and will continue to
maintain throughout the Term, (a) a written disaster recovery plan (“Disaster Recovery
Plan”), which Disaster Recovery Plan is designed to maintain Client’s access to services
and prevent the unintended loss or destruction of Client data; and (b) a written business
continuity plan (“BCP”) that permits Voya to recover from a disaster and continue
providing services to customers, including Client, within the recovery time objectives set
forth in the BCP. Upon Client’s reasonable request, Voya will provide Client with
evidence of disaster recovery test date and result outcome.
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Exhibit A
Security Requirements
FC: Foundation Controls
FC-1: Information Asset Management
FC-1.1 Voya implements and maintains an inventory list and assigns ownership for all
computing assets including, but not limited to, hardware and software used in the
accessing, storage, processing, or transmission of Client PI.
FC-1.2 Voya reviews and updates the inventory list of assets for correctness and
completeness at least once every 12 months and updates the inventory list as
changes are made to the computing assets.
FC-2: Data Privacy and Confidentiality
FC-2.1 Voya will maintain an Information and Risk Management policy that is reviewed and
approved by management at least every 2 years.
FC-2.2 Voya protects the privacy and confidentiality of all Client PI received, disclosed,
created, or otherwise in Voya’s possession by complying with the following
requirements:
FC-2.2A Such information is encrypted at rest on mobile devices (including mobile storage
devices), portable computers, and in transit over un-trusted networks with an
encryption standard equal to or better than Advanced Encryption Standard (AES)
256 bit encryption or such higher encryption standard required by applicable law.
FC-2.2B All hardcopy documents and removable media are physically protected from
unauthorized disclosure by locking them in a lockable cabinet or safe when not
in use and ensuring that appropriate shipping methods (tamper-proof
packaging sent by special courier with signatures) are employed whenever the
need to physically transport such documents and removable media arises.
FC-2.2C All media is labeled and securely stored in accordance with Voya policies.
FC-2.2D All electronic media is securely sanitized or destroyed when no longer required in
accordance with industry standards.
FC-3: Configuration Management
FC-3.1 Voya implements and maintains accurate and complete configuration details (e.g.,
Infrastructure Build Standards) for all computing assets used in accessing, storing,
processing, or transmitting Client PI.
FC-3.2 Voya reviews configuration details of the computing assets at least once every 12
months to validate that no unauthorized changes have been made to the assets.
FC-3.3 Voya updates the configuration details of all computing assets used to access,
process, store, or transmit Client PI as configuration changes take place.
FC-4: Operating Procedures and Responsibilities
FC-4.1 Voya implements and maintains operational procedures for information processing
facilities and designates specific roles or personnel responsible for managing and
maintaining the quality and security of such facilities, including, but not limited to,
formal handover of activity, status updates, operational problems, escalation
procedures and reports on current responsibilities.
Voya IT policies and standards document the policies and procedures for job
scheduling processes and tools.
FC-4.2 Voya updates the operational procedures as changes take place and performs a
comprehensive review and update of the procedures at least once every 2 years.
FC-5: Security Awareness and Training
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FC-5.1 Voya performs pre-employment background checks, including criminal history for 7
years, credit score and history (if applicable), credentials verification (if applicable),
and educational background.
FC-5.2 Voya implements and maintains a documented security awareness program for all
Voya Personnel which covers access to Client PI.
FC-5.3 Voya’s security awareness program includes security requirements, acceptable use
of computing assets, legal responsibilities, and business controls, as well as training
in the correct use of information processing facilities and physical security controls.
FC-5.4 Voya ensures that all Voya Personnel complete security awareness training prior to
being provided access to Client PI and at least annually thereafter. Voya provides
mandatory annual training programs that include security awareness training to all
Personnel.
UA: User Access Controls
UA-1: User Access Controls
UA-1.1 Voya implements and maintains identity management system(s) and authentication
process (es) for all systems that access, process, store, or transmit Client PI.
UA-1.2 Voya ensures that the following user access controls are in place:
UA-1.2A The “Least Privilege” concept is implemented ensuring no user has more
privileges than they require in performing their assigned duties.
UA-1.2B Users requiring elevated privileges as a normal part of their job
responsibilities have a regular, non-privileged account to perform regular
business functions.
UA-1.2C All users have an individual account which cannot be shared
UA-1.2D Account Names/IDs are constructed not to reveal the privilege level of the account
or position of the account holder.
UA-1.2E System- or application-level service accounts are owned by a member of
management or an IT system administration delegate and only have the
privileges necessary to function as required by the application, system, or
database the account has been created for.
UA-1.2F Network access is disabled within 24 hours of termination. Automated processes
disable access upon termination and initiate manager review on employee position
changes, in accordance with Voya policies.
UA-2: Access Control Management
UA-2.1 Voya maintains a comprehensive physical security program. Access to Voya facilities
is restricted and logs are maintained for all access. Physical security and
environmental controls are present in Voya buildings.
UA-2.2 Voya ensures that access to systems that access, process, store, or transmit Client PI
is limited to only those personnel who have been specifically authorized to have
access in accordance with the users’ assigned job responsibilities.
UA-2.3 Voya ensures that accounts for systems that access, process, store, or transmit Client
PI are controlled in the following manner:
UA-2.3A Users must provide a unique ID and Password for access to systems. Access to
applications/systems is limited to a need-to-know basis, and is enforced through
role based access controls.
UA-2.3B Accounts are protected on computing assets by screen-savers that are
configured with an inactivity time-out of not more than 15 minutes.
UA-2.3C Accounts are locked after no more than 10 consecutive failed logon attempts,
depending upon the system and platform.
UA-2.3D Accounts remain locked until unlocked by an Administrator or through an
approved and secure end-user self-service process.
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UA-2.3E Accounts are reviewed on a periodic and regular basis (semi-annually for
non-privileged and privileged accounts) to ensure that the account is still
required, access is appropriate, and the account is assigned to the
appropriate user.
UA2.4 Voya ensures that wireless mobile devices are secured against threats coming
from these wireless networks and wireless connections are required to be
encrypted.
UA-3: User Access Management
UA-3.1 Voya ensures that passwords for all accounts on systems that access, process,
store, or transmit Client PI are configured and managed in accordance with industry
standards:
UA-4: Information Access Restriction
UA-4.1 Voya implements information access restrictions on all systems used to access,
process, store, or transmit Client Information.
UA-4.2 Voya ensures the following Information Access Restrictions are in place:
UA-4.2A Access to underlying operating systems and application features that the user
does not require access to in the performance of their assigned responsibilities
are strictly controlled.
UA-4.2B Access to source code and libraries are restricted to only those individu als who
have been specifically approved to have access. A person who develops code
changes cannot be the same person who migrates the code change into
production.
UA-4.2C Access between Development, Test, and Production environments are strictly
controlled.
The version management system provides segregation of code, data and
environments.
UA-4.2D Temporary privileged access to production data is granted to authorized
personnel based on job function for emergency support and only via access
control and logging security tools.
PS: Platform Security Controls
PS-1: Computer System Security (Servers and Multi-user Systems only)
PS-1.1 Voya implements and manages a formal process for ensuring that all computer
systems that access, process, store, or transmit Client PI are protected and
configured as follows prior to and while remaining in a production status:
PS-1.1A Systems are assigned to an asset owner within Voya's organization.
PS-1.1B Systems are located in a data center or similarly controlled environment with
appropriate physical security mechanisms and environmental controls to ensure
systems are protected from theft, vandalism, unplanned outages, or other
intentional or unintentional hazards.
PS-1.1C All systems are configured to meet Voya standards, monitored to ensure a
compliant state, and patched as required to maintain a high degree of security.
Issues found to be out of compliance are required to be tracked to closure.
PS-1.1D Systems are configured with commercially available and licensed anti-virus
software which is set to perform active scans, perform scans of uploaded or
downloaded data/files/web content, and is updated on at least on a daily basis.
PS-1.1E System clocks are configured to synchronize with a reputable time source (e.g.,
NTP).
PS-1.1F Systems display a warning banner to all individuals during the logon process that
indicates only authorized users may access the system.
PS-1.1G Systems that have been implemented into a production environment are routinely
tested for vulnerabilities and risks using industry best practice tools and methods.
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PS-1.1H All high and medium vulnerability and risk issues identified are remediated
utilizing a risk based approach and in alignment with application team code
release schedules.
PS-1.1I Voya ensures that only authorized and trained personnel have access to configure,
manage, or monitor systems.
PS-2: Network Security
PS-2.1 To ensure systems accessing, processing, storing, or transmitting Client PI are
protected from network related threats, Voya implements the following network
security controls prior to connecting any network component to a production network
and for the duration that the component remains in a production status.
PS-2.1A Networks are constructed using a defense-in-depth architecture, are terminated at a
firewall where there are connections to external networks, and are routinely
scanned for unapproved nodes and networks.
PS-2.1B Business-to-Business (B2B) and Third Party network connections (Trusted) to
systems accessing, processing, storing, or transmitting Client PI are permitted
only after a rigorous risk assessment and formal approval by Voya management.
Network connections from un- trusted sources to internal resources are not
permitted at any time.
PS-2.1C Network components (switches, routers, load balancers, etc.) are located in a
data center or a secure area or facility.
PS-2.1D Voya systems are configured to provide only essential capabilities and restrict the
use of any unneeded functions, ports, protocols and services.
PS-2.1E Intrusion detection/prevention technologies, firewalls, and proxy technologies
are implemented, monitored and managed to ensure only authorized and
approved traffic is allowed within and between segments of the network.
PS-2.1F Internal Voya wireless networks are configured with the most robust
security standards available, including but not limited to, 802.11i/n, strong
authentication, IP/MAC address filtering, firewall protection, and intrusion
detection/prevention.
PS-2.1G Wireless networks are not used to access Client Information unless the information
is encrypted at either the file or transport level.
PS-2.1H Network components that have been implemented into a production
environment are routinely tested for vulnerabilities and risks using industry best
practice tools and methods.
PS-2.1I Voya ensures that only authorized and trained personnel have access to
configure, manage, or monitor network components.
PS-3: Generic Application and Database Security
PS-3.1 Voya implements and maintains an application security certification and assurance
process that ensures that all applications that access, process, store, or transmit
Client PI provide the following:
PS-3.1A Application and database design ensures security, accuracy, completeness,
timeliness, and authentication/authorization of inputs, processing, and outputs.
PS-3.1B All data inputs are validated for invalid characters, out of range values, invalid
command sequences, exceeding data limits, etc. prior to being accepted for
production. Voya implements static source code analysis tools to validate data
inputs.
PS-3.1C Application source code developed in house by Voya is protected through the use
of a source code repository that ensures version and access control. The version
management system provides segregation of code, data and environments.
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PS-3.1D Applications and databases are tested for security robustness and corrective
measures are applied prior to the application being placed into a production
environment. All systems are configured to meet Voya standards, monitored to
ensure compliance state, and patched as required to maintain a high degree of
security.
PS-3.1E Applications and databases are implemented into a production environment with
minimal privileges and critical configuration files and storage subsystems are
protected from unauthorized access.
PS-3.1F Applications and databases that have been implemented into a production
environment are routinely tested for vulnerabilities and risks using industry best
practice tools and methods.
PS-3.1G Voya ensures that Consumer/Internet facing applications have been designed and
implemented using multi-factor authentication architecture. Web sessions require
the use of an HTTPS (encrypted) connection, as well as authorization to approved
data and services.
PS-3.1H Voya ensures that only authorized and trained personnel have access to
configure, manage, or monitor applications and databases.
PS-4: Workstation and Mobile Devices Security (End User Devices)
PS-4.1 Voya ensures that the following security controls have been implemented and are
maintained to protect Client PI accessed, processed, stored, or transmitted on
workstations and mobile devices.
PS-4.1A Workstations are located in a physically secure environment with mechanisms in
place to prevent unauthorized personnel from accessing data stored on the device,
reconfiguring the BIOS or system components, or from booting the device from
unauthorized media. Portable devices are configured for boot-up encryption.
PS-4.1B Laptops/portable computers and other mobile devices are assigned to an owner
who is responsible for physically securing the device at all times, and the owne r
of the device must receive adequate awareness training on m obile device
physical security.
PS-4.1C Portable devices are configured for boot-up encryption. All laptop hard drives are
encrypted using AES 256. Any device deemed "remote" requires hard drive
encryption.
PS-4.1D All workstations, laptops/portable computers and other mobile devices (where
applicable) are configured with commercially available and licensed anti-virus
software which is set to perform active scans, to perform scans of uploaded or
downloaded data/files/web content, and is updated on at least a daily basis.
PS-4.1E All workstations, laptops/portable computers and other mobile devices (where
applicable) are configured with a commercially available and licensed operating
system, patched according to manufacturer’s recommendations, hardened
according to best industry practices and standards and configured so that regular
users do not have administrative privileges.
PS-4.1F Laptops/portable computers and other mobile devices (where applicable) are
configured with personal firewall technology.
PS-4.1G Workstations, laptops/portable computers and other mobile devices (where
applicable) display a warning banner to all individuals during the logon process
that indicates that only authorized users may access the system or device.
PS-4.1H Voya implements and maintains processes for recovering laptops/portable
computers and mobile devices from terminated Voya Personnel.
PS-5: Backup and Restore
PS-5.1 Voya implements and maintains backup and restore procedures to ensure that all
Client PI received, disclosed, created, or otherwise in the possession of Voya is
appropriately protected against loss.
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PS-5.2 Voya ensures that backups are securely stored and storage systems are physicall y
and logically protected.
PS-5.3 Voya implements a backup and availability schedule to meet business and regulatory
requirements.
PS-6: Remote Network Access Controls
PS-6.1 Voya implements and maintains a remote network access control strategy or process.
PS-6.2 Voya ensures the following remote network access controls are in place:
PS-6.2A Users requiring remote access are appropriately authorized by Voya management.
PS-6.2B Remote access connections are established through the use of Virtual Private
Networking (VPN) or secure VDI mechanisms that provide transmission
security, encryption and connection timeout (e.g. split-tunneling disabled.)
PS-6.2C Only Voya approved and controlled (managed) computing devices are used
when remotely accessing (where applicable) Voya’s computing environments
where Client PI is held. Any device deemed "remote" requires data encryption.
Encrypted communications are required for all remote connections.
PS-6.2D Users are thoroughly authenticated using multi-factor authentication prior to being
provided remote access.
ITR: IT Resilience Controls
ITR-1: Architecture
ITR-1.1 Voya ensures that the architecture of computing environments where Client PI is
accessed, processed, stored, or transmitted incorporates reasonable industry best
practices for authentication/authorization, monitoring/management, network
design, connectivity design, firewall and intrusion prevention technologies and
storage and backup capabilities.
ITR-2: Hardware and Software Infrastructure Resilience
ITR-2.1 Voya ensures all hardware and software components classified with an availability
rating of “critical” used in the accessing, processing, storage, or transmission of Client
PI is:
Identified and cataloged
Supported by the manufacturer of the component (or if developed in-
house, follows Voya’s SDLC Policy which includes quality/security)
Applications and systems classified as A4 may be designed with high
availability features and have no single point of failure
Reviewed on a regular basis for capacity implications (at minimum once every
12 months)
ITR-2.2 Voya maintains Business Continuity Plans to address business unit and departmental
actions to be undertaken before, during and after an incident or disaster. Voya’s
Disaster Recovery Plan addresses the recovery and availability of systems and data.
ITR-3: Capacity Assurance
ITR-3.1 Voya ensures that computing environments used to access, process, store, or
transmit Client PI are assessed for capacity and performance on a periodic basis (at
minimum once every 12 months) and appropriate corrective actions are taken to
make the environment sufficiently robust enough to perform its stated mission.
CM: Change Management Controls
CM-1: Change Management Process
CM-1.1 Voya implements and maintains a change control process to ensure that all changes
to the environment where Client PI is accessed, processed, stored, or transmitted is
strictly documented, assessed for impact, and approved by personnel authorized by
Voya to provide approval for such changes, thoroughly tested, accepted by
management, and tracked.
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CM-1.2 Voya implements an emergency change control process to manage changes required
in an emergency situation where a computing system is down or there are imminent
threats/risks to critical systems involving Client PI.
CM-2: Separation of Environments
CM-2.1 Voya maintains physically and/or logically separate development, test, and
production computing environments. Development, testing, and acceptance
environments are separate from the production environment.
CM-2.2 Voya ensures that Client data used for development or testing purposes is
completely depersonalized/desensitized of confidential values prior to entering a
development or test environment. Data is depersonalized in non-production controlled
environments for testing purposes with required approvals. PI elements are required
to be depersonalized in non- production environments.
SM: Security Monitoring Controls
SM-1: Security Event Monitoring and Incident Management
SM-1.1 Voya implements and maintains a security event monitoring process and associated
mechanisms to ensure events on computing systems, networks, and applications that
can impact the security level of that asset or the data residing therein are detected in
as close to real-time as possible for those assets used to access, process, store, or
transmit Client PI.
SM-1.2 Voya implements and maintains an incident management process to ensure that all
events with a potential security impact are identified, investigated, contained,
remediated, and reported to Client effectively and in a timely manner.
SM-1.3 Voya has implemented monitoring controls that provide real-time notifications of
events related to loss of confidentiality, the integrity, or the availability of systems.
SM-1.4 Event logs (audit trails) are stored for analysis purposes for a minimum period of 3
years.
SM-2: Technical State Compliance
SM-2.1 Voya ensures computing environments that access, process, store, or transmit Client
PII are continually in compliance with quality and security requirements including, but
not limited to, authentication/authorization, monitoring/management, network design,
connectivity design, firewall and intrusion prevention technologies, and storage and
backup capabilities.
SM-2.2 Voya ensures IT Risk Management facilitates risk assessments of information
technology processes and procedures in accordance with the annual IT Risk
Assessment Plan approved by the IT/Privacy Risk Committee. Risk Assessment
results are communicated to management for awareness and resolution or risk
acceptance of findings based on management’s risk appetite.
SM-3: Security and Penetration Testing
SM-3.1 Voya implements and maintains vulnerability and penetration testing (Ethical
Hacking) processes to ensure the computing environment where Client PII is
accessed, processed, stored, or transmitted is continually protected from internal and
external security threats.
SM-3.2 Voya implements and maintains a process for vulnerability scanning on at least a
monthly basis and ensures issues are remediated, utilizing a risk based approach
within a reasonable timeframe.
SM-3.3 Penetration testing (Ethical Hacking) of Internet facing systems or systems exposed
to un- trusted networks is conducted prior to the system being deployed into a
production status, after any significant changes, and then at least once every 12
months thereafter.