Anaheim City Council
April 8, 2025

CITY OF ANAHEIM
457 DEFERRED COMPENSATION PLAN – REGULAR EMPLOYEES
3121 DEFERRED COMPENSATION PLAN – PART-TIME EMPLOYEES
401(a) DEFINED CONTRIBUTION PLAN

HEALTH REIMBURSEMENT ARRANGEMENT

A G R E E M E N T
THIS AGREEMENT, effective the 1st day of July, 2025, is made and entered into by and between the
CITY OF ANAHEIM, a municipal corporation, hereinafter
referred to as "ANAHEIM"
A
N
D
EMPOWER RETIREMENT, LLC, hereinafter referred to as “CONTRACTOR".

W I T N E S E T H:

WHEREAS, ANAHEIM has established defined contribution plans (hereinafter referred to as the “Plans”), including, but not limited to, the 457 Deferred Compensation Plan, the Part-Time Savings Plan, the 401(a) Defined Contribution Plan, and a Health Reimbursement Arrangement hereby incorporated by reference; and,
WHEREAS, ANAHEIM desires to utilize CONTRACTOR as the City’s sole Provider in the performance of certain services in connection with administration of the Plans; and, WHEREAS, CONTRACTOR represents that it is qualified to provide the required services; and,
WHEREAS, the City conducted a Request for Proposal (RFP) for its Plans on September 30, 2024, a copy of which is attached hereto as Exhibit “I”, and incorporated herein by reference; and, WHEREAS, the CONTRACTOR has submitted a Proposal dated November 1, 2024, a copy of which is attached hereto as Exhibit “II” and incorporated herein by reference. Additionally, CONTRACTOR has submitted a Presentation and RFP Finalist Interview Questions attached hereto as Exhibit “III”, a Best and Final Offer dated February 19, 2025, attached hereto as Exhibit “IV”, Health Reimbursement Arrangement (HRA) Adoption Agreement attached hereto as Exhibit “V”, HIPAA Business Associate Agreement attached hereto as Exhibit “VI”, Data Security and Privacy Addendum (“DSPA”) attached hereto as Exhibit “VII”, Excessive Trading Notice attached hereto as Exhibit “VIII”, Privacy Notice attached hereto as Exhibit “IX”, Business Continuity Notice attached hereto as Exhibit “X”, Recordkeeping Services Exhibit attached hereto as Exhibit “XI”, Approved QDRO Procedures attached hereto as Exhibit “XI-1”, Float Model attached hereto as Exhibit “XI-2”, Financial Planning Services attached hereto as Exhibit “XI-3”, Performance Standards attached hereto as Schedule I, Fee Schedule attached hereto as Schedule II, Investment Advisory & Management Services Schedule attached hereto as Schedule “III” and Trust Agreements attached hereto as Schedules “IV-1”, “IV-2” and “IV-3”. Each of these exhibits and schedules are incorporated herein by these references. In the case of any conflicts between this Agreement and the terms of the Plan, the terms of the Plan will control. In case of any conflicts regarding the Exhibits, the latest in chronological order will control; and,
WHEREAS, ANAHEIM wishes CONTRACTOR to undertake these
services in accordance with the Proposal and this Agreement.

NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE FOLLOWING PROMISES, COVENANTS, AND CONDITIONS, THE PARTIES HERETO AGREE AS FOLLOWS:

A. SERVICES TO BE PERFORMED
CONTRACTOR agrees to provide for ANAHEIM, service in accordance with the terms and conditions set forth herein. CONTRACTOR will provide Deferred Compensation Plan Administration, Recordkeeping, Investments, and Participant Communication Services as described in attached Exhibits and Schedules, which are incorporated herein and made a part hereof. Such services shall include providing custom plan document support to assist ANAHEIM in operating the plan in accordance with federal law.

B. TERM OF AGREEMENT
The term of this Agreement shall be for a period of five (5) years from July 1, 2025 through July 1, 2030, unless terminated earlier pursuant to Section H or extended pursuant to Section D, paragraph 5.

Upon mutual agreement, this contract may be extended for up to two (2) successive one-year periods.

C. AMOUNT OF AGREEMENT

1. An asset-based or per-participant administrative or account maintenance fees charged under this Agreement and CONTRACTOR’S compensation under this Agreement shall be as set forth in Schedule II – Fee Schedule attached hereto and incorporated herein. The participant fees shall not exceed 0.03% which includes the CONTRACTOR's revenue requirement of

0.01% and a Plan Administrative Fee of up to 0.02% on the 457 Deferred Compensation Plan only. The Plan Administrative Fee will be deposited quarterly to the Administrative Allowance Account.

2. Administrative Allowance Account - Amounts collected through the application of the assetbased fee described above in excess of the Revenue Requirement shall be held pro rata in an Administrative Allowance Account for the 457 Deferred Compensation Plan (that is maintained as a Plan asset by CONTRACTOR). ANAHEIM understands that the Plan administrative allowance is to be used only to pay for reasonable plan administrative expenses of the Plan or allocated to Plan participants at the instruction of ANAHEIM.

3. ANAHEIM further acknowledges and agrees that compensation and payment under this Agreement shall be subject to re-negotiation in the event that the ANAHEIM chooses to implement an investment that is not a registered mutual fund and requires additional processes and/or resources.

D. GENERAL PROVISIONS

1. Time is of the Essence
Time is of the essence in this Agreement.

2. Severability
Should one or more provisions of this contract be held by any court to be invalid, void or unenforceable, the remaining provisions shall nevertheless remain and continue in full force and effect. It is the intent of the parties that each of the distinct functions to be performed by CONTRACTOR under this Agreement shall be severable from the other functions. Any or all of the services related to any function may be terminated without terminating the remainder of the services related to that or any other function.

3. Force Majeure
Neither party to this Agreement shall be liable for damages resulting from delayed or defective performance when such delays arise out of causes beyond the control and without the fault or negligence of the offending party. Such causes may include, but are not restricted to, Acts of God or of the public enemy, acts of the State in its sovereign capacity, fires, floods, power failure, disabling strikes, epidemics, quarantine restrictions, and freight embargoes.

4. Nondiscrimination
During the performance of this Agreement, CONTRACTOR and its subcontractors, as well as their agents and employees, shall not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (including health impairments related to or associated with a diagnosis of cancer for which a person has been rehabilitated or cured), age (40 or over), marital status, and use of family and medical care leave pursuant to federal law.

CONTRACTOR and subcontractors, as well as their agents and employees, shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. CONTRACTOR and subcontractors, as well as their agents and employees, shall comply with the provisions of the Fair Employment and Housing Act (Government Code, section 12900, et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, section 7285.0, et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Agreement by reference and made a part hereof as if set forth in full.

CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement.

5. Amendments
This Agreement may be amended by mutual consent of the parties. Except as provided herein, no alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto.

6. Waivers
No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

7. Incorporation of Amendments to Applicable Laws
Any references to sections of federal or state statutes or regulations shall be deemed to include a reference to any amendments thereof and any successor provisions thereto.

8. Confidentiality
a. All financial, statistical, personal, technical and other data and information relating to ANAHEIM's operation (“Anaheim data”), including but not limited to information concerning any employee or beneficiary, whether the employee becomes a participant or not, and investment, financial, accounting and statistical data pertaining to ANAHEIM and the Funds to be administered under this Agreement which become available to CONTRACTOR shall be kept in absolute confidence and, except as may be required or permitted by applicable law, shall not be disclosed, directly or indirectly, by the CONTRACTOR or any of its officers, directors, agents or employees without prior written consent of Anaheim or in a manner permitted pursuant to this Agreement or as required by law. CONTRACTOR shall not use ANAHEIM data in any way, either during the term of the contract or any time thereafter, except as required to perform its duties under the contract. b. To the extent CONTRACTOR discloses Anaheim data to a third party, other than as necessary to perform its duties under this Agreement, CONTRACTOR must obtain, prior to making any such disclosure: (a) written approval from ANAHEIM for such disclosure; (b) reasonable assurances from the third party that such data will be held confidential as provided pursuant to this Agreement and only disclosed as required by law or for the purposes for which it was disclosed to such third party; and (c) an agreement from such third party to immediately notify CONTRACTOR of any breaches of the confidentiality of the data, to the extent it has obtained knowledge of such breach.
c. Any knowing disclosure of information contrary to this Agreement shall be considered a material breach of the contract. CONTRACTOR acknowledges it has no right or title to ANAHEIM data and records developed or compiled during the term of this contract and shall return all plan data and records to ANAHEIM’s control upon termination of this contract
d. All data, materials, records, documents, and plan accounting records specifically purchased or developed by CONTRACTOR for purposes related to the administration of the ANAHEIM Deferred Compensation Plans (“ANAHEIM Data”) shall be and remain the exclusive property of ANAHEIM. CONTRACTOR shall maintain such ANAHEIM Data securely and ensure ANAHEIM has access to it at all times.

ANAHEIM retains full ownership of all ANAHEIM Data and Plan Sponsor Materials. Plan Sponsor Materials do not include any proprietary materials owned or developed by CONTRACTOR that are not specific to ANAHEIM. ANAHEIM grants CONTRACTOR a limited, revocable license to use Plan Sponsor Materials solely for the purpose of providing services under this Agreement. CONTRACTOR may reference its relationship with ANAHEIM in public relations materials or communications prepared for prospective clients, provided no Confidential Information is disclosed.
e. Notwithstanding any other provision of this agreement, ANAHEIM data are deemed Confidential. This information shall not be disclosed by CONTRACTOR except as may be necessary by reason of legal, accounting, or regulatory requirements or necessary to carry out the purposes of this Agreement. This obligation shall not apply to information which is:
1) In the public domain, other than by any breach of this Agreement, or, 2) In the possession of a party on the effective date of this Agreement and not obtained from the other party; or,
3) Is developed by a party outside the scope of any agreement with the other party; or
4) Is obtained rightfully from third parties.
f. CONTRACTOR shall, within four (4) days of becoming aware of a disclosure of ANAHEIM data or Confidential information in violation of this Agreement by CONTRACTOR, its officers, directors, employees, contractors or agents or by a third party to which CONTRACTOR disclosed such information pursuant to this Section 9, report any such disclosure to ANAHEIM.
g. CONTRACTOR agrees to mitigate, to the extent practicable, any harmful effect that is known to CONTRACTOR of a use or disclosure of ANAHEIM data or confidential Information by CONTRACTOR in violation of the requirements of this Agreement. h. The requirements of this Section 8 shall survive the termination of the agreement for any reason and shall continue in full force and effect and shall be binding upon the CONTRACTOR or its agents, employees, successors, assigns, subcontractors, or any party claiming an interest in the contract on behalf of or under the rights of the CONTRACTOR following any termination. The CONTRACTOR shall advise all the CONTRACTOR's agents, employees, successors, assigns and subcontractors that are engaged by ANAHEIM of the restrictions, present and continuing, set forth herein.

The CONTRACTOR shall defend and incur all costs, if any, for actions which arise as a result of noncompliance by the CONTRACTOR, his agents, employees, successors, assigns and subcontractors regarding the restrictions herein.

9. Attorney's Fees and Costs
In the event of any litigation between the parties to enforce or interpret the provisions of this Agreement, the non-prevailing party shall, unless both parties agree to the contrary, pay the expenses arising from such litigation, including reasonable attorneys’ fees, allocated costs for services of in-house counsel, and court costs, of the prevailing party. These expenses shall be in addition to any other relief to which the prevailing party may be entitled.

10. Non-Assignment
Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the prior written notification of the other party.

11. Titles/Section Headings
Titles or headings are not part of this Agreement, are for convenience of reference only, and shall have no effect on the construction or legal effect of this Agreement.

12. Disputes
Any dispute concerning a question of fact arising under the terms of this Agreement which is not disposed of within a reasonable period of time by CONTRACTOR and ANAHEIM employees normally responsible for the administration of this Agreement shall be brought to the attention of the Plan Administrator for ANAHEIM (or her designated representative) and CONTRACTOR’s General Counsel (or his or her designee) for joint resolution. At the request of either party, ANAHEIM shall provide a forum for the discussion of the disputed item(s), at which time a third party, mutually agreed upon by the parties to this Agreement, shall be requested to assist in the resolution of the dispute. If agreement cannot be reached through the application of high level management attention, either party may assert its other rights and remedies within this Agreement or within a court of competent jurisdiction.

ANAHEIM and CONTRACTOR agree that, the existence of a dispute notwithstanding, they will continue without delay to carry out all their responsibilities under this Agreement which are not affected by the dispute.

13. Choice of Law
This Agreement shall be administered, construed, and enforced according to the laws of the State of California (without regard to any conflict of laws provisions) to the extent such laws have not been preempted by applicable federal law. Any suit brought hereunder (including any action to compel arbitration or to enforce any award or judgment rendered thereby) shall be brought in the state or federal courts sitting in the County of Orange, California, the parties hereby waiving any claim or defense that such forum is not convenient or proper. Each party agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law.

14. Independent Contractor
CONTRACTOR and CONTRACTOR’s personnel shall operate as independent contractors and shall not be considered as employees or agents of ANAHEIM.

15. Definition and Reliance on Direction
“Direction” and “Direct” and their similar terms mean the instruction, authorization, or direction given to CONTRACTOR by ANAHEIM, another fiduciary of the Plan, or a person or third party that CONTRACTORreasonably believes to be authorized to act for ANAHEIM or another fiduciary. ANAHEIM directs CONTRACTOR to process certain Plan transactions based solely on Participant instruction under the terms of the Agreement.

16. Intellectual Property Rights
CONTRACTOR and its Affiliates own all CONTRACTOR Materials. CONTRACTOR Materials do not include ANAHEIM Materials. CONTRACTOR grants to ANAHEIM and Participants (as applicable) a non-exclusive, non-transferable license to use the CONTRACTOR Materials during the Term for purposes of using CONTRACTOR’s Services hereunder and subject to any terms of use associated with CONTRACTOR Software. All rights relating to CONTRACTOR Materials not specifically granted hereunder are reserved by CONTRACTOR. CONTRACTOR may exercise quality control over all uses of any trademarks, logos, or brands included in CONTRACTOR Materials under this Agreement to maintain the validity of the same and to protect the goodwill associated therewith.

17. Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

18. Notices
The parties agree that to avoid unreasonable delay in the progress of the services performed hereunder, CONTRACTOR and ANAHEIM shall each designate specific staff representatives for the purpose of communication between the parties. Any notice or other written communication required or which may be given hereunder shall be deemed given when delivered personally, or if mailed, three (3) days after the date of mailing; unless by express mail, telecopy, or telegraph, then upon the date of confirmed receipt, to the following representatives:

For ANAHEIM:

City of Anaheim
Attention: City Clerk
200 S. Anaheim Blvd.

Anaheim, CA 92805
with a copy to:

Human Resources Director
201 S. Anaheim Blvd., Suite 501
Anaheim, CA 92805
FAX No. (714) 765-5211
For CONTRACTOR:

Empower Retirement, LLC
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: Market Segment Head
With a copy to:

Empower Retirement, LLC
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: General Counsel
Either party hereto may, from time to time by notice in writing served upon the other as aforesaid, designate a different mailing address or a different or additional person to which all such notices or demands thereafter are to be addressed.

19. Ambiguities Not Held Against Drafter
This contract having been freely and voluntarily negotiated by all parties, the rule that ambiguous contractual provisions are construed against the drafter of the provision shall be inapplicable to this contract.

E. AFFIRMATIVE COVENANTS

1. Permits and Licenses
CONTRACTOR shall carry out its duties and responsibilities herein in accordance with, be limited in the exercise of its rights by, and observe and comply with, all federal, state, city and county laws, rules or regulations affecting services under this Agreement.

CONTRACTOR shall procure and keep in full force and effect during the term of this Agreement all permits and licenses necessary to accomplish the work contemplated in this Agreement.

2. Cooperation with Anaheim Contractors
The CONTRACTOR shall fully cooperate with any other contractor ANAHEIM may engage to perform additional work related to the Deferred Compensation Plans.

3. Reports and/or Meetings
a. CONTRACTOR shall provide oral or written progress reports as requested by ANAHEIM to determine if CONTRACTOR is performing to expectations or is on schedule, to provide communication of interim findings, and to afford occasions for discussing and resolving problems encountered.
b. CONTRACTOR shall meet with ANAHEIM's staff and/or the Anaheim Deferred Compensation Committee upon request to discuss progress on the Agreement or to present findings, conclusions and recommendations.

4. Books and Records / Record Management
CONTRACTOR shall maintain accurate books and records, including duplicate electronic media, related to the performance of this Agreement. This requirement extends to any subcontractors engaged under this Agreement. Such records shall be kept in a secure location at CONTRACTOR’s facilities and made available for inspection and copying by ANAHEIM and its representatives during CONTRACTOR’s normal business hours. CONTRACTOR shall retain all records in its custody and control in accordance with its internal record retention policy and applicable laws. Each party shall return or destroy the other party’s Confidential Information and data when it is no longer required for the performance or receipt of services, except where such information must be retained for audit, legal, or regulatory purposes, or is stored in non-readily accessible formats (e.g., archival systems). In such cases, the parties’ data protection obligations shall continue until such data is destroyed in accordance with their respective record retention policies.

5. Audit
a. During the term and on an annual basis for three years after the term of this Agreement, CONTRACTOR shall permit ANAHEIM’s Internal Audit Division, and such consultants and specialists as needed, at reasonable times during CONTRACTOR’S normal business hours to inspect and copy non-proprietary or confidential plan books and records of CONTRACTOR relating to its performance of this Agreement. b. CONTRACTOR shall be subject to examination and audit by ANAHEIM’s Internal Audit Division and such consultants and specialists as needed, during the term of this Agreement and for three years after final payment under this Agreement. Any examination or audit shall be confined to those matters connected with the performance of this Agreement, including, but not limited to, the costs of administering this Agreement. CONTRACTOR shall cooperate fully with ANAHEIM’s Internal Audit Division, and such consultants and specialists as needed, in connection with any examination or audit. All adjustments, payments, and/or reimbursements reasonably determined to be necessary by any examination or audit shall be made promptly by the appropriate party.
c. CONTRACTOR will provide ANAHEIM with a summary of the study and evaluation of and testing of the effectiveness of the internal controls over its processing and accounting functions and operations related to this contract at least once per year.

CONTRACTOR shall provide ANAHEIM digital copies of the auditor's report in this respect (also known as a "Third Party Letter") as soon as it becomes available. A report prepared by a service auditor pursuant to the Professional Standards of the American Institute of Certified Public Accountants, AU Section 324, Paragraphs 0.41 through 0.56, will satisfy this requirement. AU Section 324 is entitled “Reports on the Processing of Transactions by Service Organizations, and Paragraphs 0.41 through

0.56 set standards for “Reports on Controls placed in Operation and Tests of Operating Effectiveness.” These standards are from Statement of Auditing Standards Numbers 70 and 78 (SAS #70 and SAS #78), and are often called SAS #70 reports.

6. Additional Documents
CONTRACTOR and ANAHEIM agree to execute such additional documents, and perform such further acts, as may be reasonable and necessary to carry out the provisions of this Agreement.

7. Conflict of Interest
CONTRACTOR shall make all reasonable efforts to ensure that no actual or potential Conflict of Interest exists between its officers, employees, subcontractors, or Key Personnel and ANAHEIM. All known actual and potential Conflicts of Interest of the firm and each Key Personnel must be fully disclosed in writing. Such disclosures must be updated as changes in status occur, as required by the terms of this contract or in accordance with the ANAHEIM’s conflict of interest policies and procedures, but in any event, no less than annually.

A “Conflict of Interest” includes those circumstances that create or have the potential to create an actual or reasonably perceived conflict with CONTRACTOR’s and or Key Personnel’s duties under this Agreement. This also includes any personal Conflicts of Interest involving any Key Personnel’s spouse, domestic partner, or dependent children.

If the CONTRACTOR is unsure whether an actual or potential Conflict of Interest exists, the CONTRACTOR shall nonetheless disclose the matter to the CITY. Disclosures must also be made at the time of assignment or as soon thereafter as practicable. All disclosures shall conform to ANAHEIM’S policy and or procedures, copies of which shall be made available to the CONTRACTOR upon request.

The CONTRACTOR shall take reasonable steps to prevent its employees, officers, or members of governing bodies from using their positions for purposes that are, or may appear to be, motivated by private gain for themselves or those with whom they have family, business, or other ties. Employment of individuals with such ties is not prohibited provided it does not result in increased costs over equally qualified applicants.

The CONTRACTOR manages potential conflicts of interest through internal code of conduct and ethics requirements, including annual employee training. In the event ANAHEIM determines that a conflict-of-interest situation exists, any associated increase in costs may be disallowed, and such conflict may constitute grounds for termination of the Agreement.

The CONTRACTOR acknowledges that ANAHEIM is subject to the provisions of the Political Reform Act of California (Government Code section 81000 et seq., and related regulations including Title 2, California Code of Regulations, Section 18700) and agrees to comply promptly with any requirements thereunder and if required by law.

8. Key Personnel
a. Exhibit “XI”, contains information for each member of CONTRACTOR's staff who will exercise a significant administrative, policy, or consulting role under this Agreement. These personnel shall be hereafter referred to (both individually and collectively) as "Key Personnel".
b. Except for cause or employee termination or promotion,CONTRACTOR shall not substitute, replace or reassign Key Personnel during the initial term without ANAHEIM's prior approval. However, with ANAHEIM's prior approval, the parties may agree in writing to a change in these Key Personnel, which writing shall become a part of this Agreement.
c. This Agreement may be terminated immediately, in ANAHEIM's sole discretion and upon written notice from ANAHEIM to CONTRACTOR, because of any change in or departure of CONTRACTOR's Key Personnel.

9. Changes in Control, Organization or Key Personnel
CONTRACTOR shall promptly, and in any case within fifteen (15) calendar days, notify ANAHEIM in writing: (i) if any of CONTRACTOR's representations and warranties, as set forth in this Agreement, cease to be true at any time during the term of this Agreement; (ii) of any change in CONTRACTOR's staff who exercise a significant administrative, policy, or consulting role under this Agreement, including without limitation the Key Personnel; (iii) of any change in the majority ownership, control, or business structure of CONTRACTOR; or (iv) of any other material change in CONTRACTOR's business, partnership or corporate organization. All written notices from CONTRACTOR under this provision shall contain sufficient information to permit ANAHEIM to evaluate the changes within CONTRACTOR's personnel or organization under the same criteria as was used by ANAHEIM in its award of this Agreement to CONTRACTOR. CONTRACTOR agrees to provide ANAHEIM with such additional information as ANAHEIM may request.

10. Indemnification
As respects acts, errors or omissions in the performance of professional services, CONTRACTOR agrees to indemnify and hold harmless ANAHEIM, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, directly arising out of the negligent acts, errors or omissions of the CONTRACTOR or any SUB-AGENT in the performance of professional services under this Agreement.

As respects all acts, errors or omissions that do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by general and automobile liability insurance, CONTRACTOR agrees to indemnify, defend (at ANAHEIM'S option), and hold harmless ANAHEIM, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with CONTRACTOR’S (or CONTRACTOR'S AGENT or SUB-AGENT, if any) acts, errors, omissions, or work, relative to this Agreement, except for those Claims that arise out of the sole negligence or willful misconduct of ANAHEIM.

The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not ANAHEIM, CONTRACTOR or any other person or entity maintains or fails to maintain insurance coverage or a self-insurance program, for any such Claim(s); and (ii) shall survive the termination of this Agreement.

11. Insurance Requirements
a. Without limiting ANAHEIM’s right to indemnification, CONTRACTOR shall secure prior to commencing any activities under this Agreement, and maintain during the term of this Agreement, insurance coverage as follows:
1). Workers’ Compensation Insurance as required by California law and Employer’s Liability Insurance in an amount not less than $1,000,000 per occurrence/accident/illness/injury.
2). Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, as well as Independent CONTRACTOR’s Liability where appropriate in an amount not less than Two Million Dollars ($2,000,000.00) per occurrence, Four Million Dollars ($4,000,000.00) annual aggregate, written an occurrence form. Such insurance shall be written on a primary basis but may include a deductible or self-insured retention of more than $10,000 per occurrence, provided that such deductible or self-insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement.
3). Commercial Automobile Liability Coverage, including (as applicable) owned, non-owned and hired autos, in an amount of not less than Two Million Dollars ($2,000,000.00) per occurrence, combined single limit, as required by California law.
4). Professional Liability Insurance inclusive of Cyber Liability Insurance where required, in an amount not less than Two Million Dollars ($2,000,000.00) per occurrence or per claim and annual aggregate. Such insurance shall be written on a primary basis, but may include a deductible or self-insured retention of more than $10,000 per occurrence, provided that such deductible or self-insured retention is disclosed to Anaheim, in writing, at the inception of this Agreement.
b. Any required coverage written with primary and excess layers to satisfy the minimum requirements of this Agreement must be submitted for approval by ANAHEIM’s Risk Manager prior to the inception of the final Agreement.
c. CONTRACTOR agrees that this insurance shall not be voluntarily cancelled by CONTRACTOR or limited in scope or coverage by CONTRACTOR until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805. This does not apply to cancellation for non-payment of premium, which requires notice of not less than ten (10) days.
d. ANAHEIM’s Risk Manager is hereby authorized to amend the requirements set forth herein in the event that such reduction is in ANAHEIM’s best interest. e. Each insurance policy required by this Agreement, except policies for Workers’ Compensation and Professional Liability, shall contain the following clauses or shall otherwise provide for the following conditions:
“It is agreed that any insurance maintained by CONTRACTOR pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City of Anaheim”
“The City of Anaheim, its officers, agents, employees, representatives and Anaheim designated volunteers, and Members of the Anaheim Deferred Compensation Committee are added as additional insureds as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.”

12. Prior to commencing any work under this Agreement, CONTRACTOR shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONTRACTOR shall provide ANAHEIM (i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above-referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) possessing an A. M. Best’s rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that CONTRACTOR shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.

13. In addition to any other remedies ANAHEIM may have if CONTRACTOR fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:
1). Order CONTRACTOR to stop work under this Agreement and/or withhold any payment(s) that becomes due to CONTRACTOR hereunder until CONTRACTOR demonstrates compliance with the requirements hereof; 2). Terminate this Agreement.
3). Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONTRACTOR’s failure to maintain insurance or secure appropriate endorsements

14. Nothing herein contained shall be construed in any way as limiting the extent that CONTRACTOR may be held responsible for payments of damages to persons or property resulting from CONTRACTOR’s (or CONTRACTOR’s AGENT OR SUB-AGENT, if any) performance of the work covered under this Agreement.

15. Subcontractors, Affiliates, and Agents
CONTRACTOR may engage subcontractors, Affiliates, agents, or suppliers to perform services under this Agreement. CONTRACTOR shall remain fully responsible for the performance of all such parties and for compliance with the terms of this Agreement. If any such party is engaged, CONTRACTOR shall ensure that either (i) their acts or omissions are covered under CONTRACTOR’s liability insurance, or (ii) they maintain insurance coverage equal to or better than, and subject to the same limits, terms, and conditions as, the insurance required of CONTRACTOR under this Agreement. Firms not performing professional services are not required to carry professional liability insurance. CONTRACTOR shall provide, or cause to be provided, evidence of such insurance coverage reasonably acceptable to ANAHEIM.

16. Notice of Proceedings
CONTRACTOR shall promptly notify ANAHEIM in writing of any investigation, examination or other proceeding involving CONTRACTOR, or any Key Personnel, commenced by any regulatory agency which proceeding is not conducted in the ordinary course of CONTRACTOR's business and which would materially affect the services provided under this agreement, or like services provided to similarly situated clients.

17. Cumulative Remedies
The rights and remedies provided herein are cumulative and are not exclusive of any rights or remedies which any party may otherwise have at law or in equity.

18. Binding Effect
This Agreement, any instrument or agreement executed pursuant to this Agreement, and the rights, covenants, conditions and obligations of CONTRACTOR and ANAHEIM contained therein, shall be binding upon the parties and their successors, assigns and legal representatives.

19. Fiduciary Duties
CONTRACTOR agrees that, to the extent it performs any discretionary act or function with respect to the plan, it performs such act or function as a fiduciary of the plan.

CONTRACTOR further agrees that it will perform all acts or functions with respect to the plan, whether discretionary or ministerial, with the care, skill, prudence and diligence that a prudent person acting in a like capacity and familiar with these matters would use in the conduct of an enterprise of a like character and with like aims. With respect to the services which Empower provides as a fiduciary as specified in Exhibit XI, CONTRACTOR shall at all times discharge its obligations under this Agreement strictly in accordance with the standards of conduct applicable to a plan fiduciary.

CONTRACTOR shall not delegate any fiduciary responsibilities assumed pursuant to this Agreement; provided, however, that ANAHEIM acknowledges and agrees that due diligence in connection with participant managed account services shall be provided by CONTRACTOR.

F. NEGATIVE COVENANTS

1. Publicity
No publicity release or announcement concerning this Agreement or the transactions contemplated herein shall be issued by CONTRACTOR without advance written approval by ANAHEIM.

2. Written Communications
No written communications concerning matters related to the Plans shall be issued by CONTRACTOR without advance written approval by ANAHEIM.

3. No Privity of Contract Resulting from Agreement
This agreement shall not confer privity between CONTRACTOR and ANAHEIM’s employees or participants in the Deferred Compensation Plans. During the term of this agreement, and following its termination, neither the CONTRACTOR, nor any of its subsidiaries, officers or directors shall interfere with ANAHEIM’s relationship with its employees, including contacting past or present employees to lobby their support of the CONTRACTOR’s position in a dispute involving the provisions of this Agreement or its termination.

G. REPRESENTATIONS AND WARRANTIES

1. Agreement Does Not Violate Law
ANAHEIM and CONTRACTOR hereby agree to take such measures as may be necessary to ensure that neither the execution of this Agreement nor the acts contemplated hereby nor compliance by CONTRACTOR with any provisions hereof will:
a. Violate any provision of the charter documents of the CONTRACTOR; b. Violate any statute or law or ordinance or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to CONTRACTOR; or c. Violate, or be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any person under, any agreement to which CONTRACTOR may be bound, the violation of which in the aggregate would have a material adverse effect on the properties, business, prospects, earnings, assets, liabilities or condition (financial or otherwise) of CONTRACTOR.

2. Due Organization
CONTRACTOR is duly organized, validly existing and in good standing under the laws of the State of its incorporation or organization.

3. Power and Authority
CONTRACTOR represents and warrants that it has the power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution of this Agreement has been duly authorized by CONTRACTOR and no other proceeding on the part of CONTRACTOR is necessary to authorize this Agreement. CONTRACTOR has completed, obtained and performed all registrations, filings, approvals, authorizations, consents or examinations required by any government or governmental authority for its acts contemplated by this Agreement.

4. Signature Authorization
The person signing this Agreement warrants that he/she is an agent of CONTRACTOR and is duly authorized to enter into this Agreement on behalf of CONTRACTOR.

5. Entire Agreement/Incorporated Documents/Order of Precedence a. This Agreement contains all representations and the entire understanding between the parties hereto with respect to the subject matter hereof. Any prior correspondence, memoranda, or agreements are replaced in total by this Agreement. b. This Agreement shall consist of the terms of this Agreement, and all the Exhibits and Attachments, attached hereto and incorporated herein.
c. In the event there are any inconsistencies or ambiguities among the terms of this Agreement and incorporated documents, the following order of precedence shall be used: (i) applicable laws; (ii) the terms and conditions of this Agreement, including attachments; (iii) the RFP, (iv) CONTRACTOR’s response to the RFP, and (v) any other provisions, terms, or materials incorporated herein.

6. Warranties
CONTRACTOR warrants that:
a. CONTRACTOR will provide the services detailed in the Request for Proposals (RFP) and CONTRACTOR’S Response, as well as agree to all other requirements stated in the RFP.
b. CONTRACTOR and each key personnel assigned to the ANAHEIM contract do not have any actual or potential conflicts of interest known to CONTRACTOR. All conflicts of interest have been fully disclosed in writing at the time of contract signing, and will be updated annually.
c. CONTRACTOR has furnished complete and accurate information for all investments proposed under this Agreement.
d. CONTRACTOR has a communications staff for the purpose of creating and producing education, and communication materials that are designed to meet the information needs of plan participants and their beneficiaries, as well as potential plan participants.
e. CONTRACTOR has trained representatives in California to present work-site educational seminars and participant meetings on the various plans available to the participants.

H. TERMINATION

1. Termination at Option of Anaheim
This Agreement may be terminated in whole or in part at any time upon thirty (30) calendar days' written notice by ANAHEIM, for any reason. Upon receipt of a termination notice, CONTRACTOR shall promptly discontinue all services affected unless the notice specifies otherwise. In the event ANAHEIM terminates all or a portion of this Agreement for any reason, it is understood that ANAHEIM will provide payment to CONTRACTOR for satisfactory services rendered prior to the termination, but not in excess of the maximum contract amount.

2. Termination for Default
ANAHEIM may, by ten-day written notice to CONTRACTOR, and without any prejudice to its other remedies, terminate this contract because of the failure of CONTRACTOR to fulfill its contract obligations. Upon receipt of any notice terminating this Agreement, CONTRACTOR shall immediately discontinue all services affected, unless the notice directs otherwise.

In such event, ANAHEIM shall pay CONTRACTOR the reasonable value of the services rendered. At ANAHEIM’s sole discretion, ANAHEIM may offer an opportunity to cure any breach(es) prior to terminating for default.

3. Termination for Insolvency
CONTRACTOR shall notify ANAHEIM immediately in writing in the event that CONTRACTOR files any federal bankruptcy action or state receivership action, any federal bankruptcy or state receivership action is commenced against CONTRACTOR, CONTRACTOR is adjudged bankrupt, or a receiver is appointed and qualifies. In the event of any of the foregoing events, or if ANAHEIM determines, based on reliable information, that there is a substantial probability that CONTRACTOR will be financially unable to continue performance under this Agreement, ANAHEIM may terminate this Agreement and all further rights and obligations immediately by giving five (5) days' notice in writing in the manner specified herein.

4. Completion
In the event of termination for default, ANAHEIM reserves the right to take over and complete the work by contract or other means. In such case, CONTRACTOR will be liable to ANAHEIM for any additional cost incurred by ANAHEIM to complete the work whether reimbursed or not.

5. Effect of Termination
All duties and obligations of ANAHEIM and CONTRACTOR shall cease upon termination by expiration or otherwise of this Agreement, except that:
a. Each party shall remain liable for any rights, obligations, or liabilities arising from activities carried on by it under this Agreement prior to the effective date of termination.
b. In contemplation of termination of this Agreement by expiration or otherwise, the CONTRACTOR will provide the following transition services:
1) CONTRACTOR will cooperate with ANAHEIM fully, including providing all necessary staff, services and assistance reasonably required for an orderly transition, to affect a timely and orderly transfer of services and administrative responsibilities, participant records and assets to ANAHEIM or to a new service provider or third party administrator.
2) CONTRACTOR will provide all necessary documents including computer files and generally assist ANAHEIM or a new service provider or third party administrator in learning the content of such documents and files. 3) CONTRACTOR will process a standard conversion to the successor record keeper, custodian and investment manager(s) designated by ANAHEIM without additional charge.
c. CONTRACTOR shall provide for the return of all ANAHEIM data and records as defined in Section D., Sub-section 8, Paragraphs a through h to ANAHEIM or its designee. CONTRACTOR shall bear the reasonable expense of returning ANAHEIM data and records to ANAHEIM upon termination of this Agreement. d. The provisions of this Agreement related to computerized reporting, security codes, compliance with federal tax law and securities laws, and fiduciary duties under Government Code section 53213.5, shall survive termination. e. CONTRACTOR shall prepare and deliver stored Plan Data and related materials to ANAHEIM, and otherwise follow the provisions for termination in this Agreement. f. If ANAHEIM is delayed in phasing out any of the services provided by this Agreement beyond the effective date of termination, CONTRACTOR shall provide extended services for a period of not to exceed six (6) months. Such services shall be provided at the same compensation rate as referenced in Schedule II and shall comply with Proper Instructions of ANAHEIM.
g. Upon termination or cancellation of the contract by ANAHEIM, the CONTRACTOR shall, if requested by the ANAHEIM at least sixty (60) calendar days prior to such termination, provide reasonable training for ANAHEIM staff and/or continued performance of the services specified in the contract for up to six months, commencing with the date of termination. For providing such training or continued service, after the term of the contract, ANAHEIM shall pay the CONTRACTOR at the hourly rate set forth in the contract. ANAHEIM shall also have the right, immediately upon demand, to obtain access to and possession of all its properties held by the CONTRACTOR.
h. The CONTRACTOR and ANAHEIM each agree to cooperate with the other to ensure and orderly termination process.

I. AUTHORITY
CONTRACTOR and CONTRACTOR's signatories represent that the signatories hold the positions set forth below their signatures and that the signatories are authorized to execute this Agreement on behalf of CONTRACTOR and to bind CONTRACTOR hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.

CITY OF ANAHEIM,
a municipal corporation
DATE OF EXECUTION: By:______________________________
_______________________
Printed Name: Linda N Andal
Title: Human Resources Director

EMPOWER RETIREMENT, LLC
DATE OF EXECUTION: By:______________________________
_______________________
Printed Name: ______________________
Title:_______________________________

APPROVED AS TO FORM:

ROBERT FABELA, CITY ATTORNEY
By: __________________________________
Bryn Morley
Deputy City Attorney

EXHIBIT I

REQUEST FOR PROPOSAL
(RFP)

EXHIBIT I

REQUEST FOR PROPOSAL
(RFP)

CITY OF ANAHEIM, CA
457(b) Deferred Compensation Plan, 401(a) Defined Contribution Plan, 3121 Part-time/Seasonal/Temporary Plan, and Retirement Health Savings Plans Request for Proposals for
Retirement Plan Administration and Record Keeping Services RFP DISTRIBUTION DATE: September 30, 2024
DUE DATE FOR QUESTIONS: October 14, 2024
DUE DATE FOR RESPONSE SUBMISSION: November 1, 2024
SUBMIT PROPOSALS AND QUESTIONS TO: Rasch Cousineau ([email protected]) and Matt Morganroth ([email protected])
Important Notice: If you received this solicitation from any source other than the Plan Sponsor’s Consultant, you must request a copy directly from Hyas Group in order to receive answers as well as subsequent updates, amendments and/or other documents. Failure to contact the Consultant may result in the rejection of your offer.

OVERVIEW
The City of Anaheim, California (hereinafter “City” or “Plan Sponsor”) is soliciting proposals from qualified firms (hereinafter “Proposing Firm(s)” or “Firm(s)”) to provide retirement plan administration, record keeping, education, communications, investment-related, and other services for the 457(b) Deferred Compensation Plan, 401(a) Defined Contribution Plan, Part-time/ Temporary/Seasonal (“PTS”) Plan, and Health Reimbursement Arrangement (“HRA”) Plans referred to as Retirement Health Savings Plans (hereinafter “Plans”).

The primary goals for this Request for Proposal (hereinafter “RFP”) process include the following:
ƒ Demonstrating experience, knowledge and capability to effectively administer Anaheim’s complex Defined Contribution Plan structure;
ƒ Improving overall Plan asset retention;
ƒ Enhancing retirement outcomes with special focus on enrollment, improved savings, and high-balance participant services;
ƒ Offering integrated, conflict-free, and accessible Financial Planning Services for participants with varying balances; ƒ Providing retirement planning tools that incorporate external accounts (defined benefit, deferred/defined contribution, etc.) where appropriate;
ƒ Providing mobile/online transaction and information capabilities with seamless user interface/experience across devices, custom for the City where appropriate;
ƒ Conforming to top-of-the-line participant data and security protection; ƒ Providing for the integrated administration and reporting for all Plans, including HRA; ƒ Providing support for as many administrative functions as deemed appropriate; ƒ Providing an Executive Plan Sponsor contact for the City; ƒ Maintain and potentially improve upon existing Performance Guarantees; ƒ Further reduce participant expenses;
ƒ Supporting the City’s recognition efforts for its award-winning Defined Contribution Plans; ƒ Continuing the formal record keeper/Staff/Committee working relationship, and; ƒ Providing for an orderly and timely transition of assets and services if necessary.

The goals listed above are represented directly and indirectly throughout the RFP Questionnaire. Please note many of the goals are custom for the City of Anaheim. Please be thoughtful in all of your responses but especially to responses related to the goals noted.

All RFP responses received in good order will be reviewed by Hyas Group, LLC (hereafter “City’s Consultant”) and an RFP Subcommittee (hereinafter “Subcommittee”) formed specifically for this RFP. The Subcommittee is made up of City employees and intends to make a final recommendation to the full Deferred Compensation Committee.

PUBLIC DISCLOSURE
All responses, inquiries, and correspondence related to this RFP and all reports, charts, displays, schedules, exhibits, and other documentation produced by the Proposing Firms that are submitted as part of the proposal will become the exclusive property of the City when received by the Committee and may be considered public information under applicable law. Any proprietary information in the proposal should be identified as such. The City will not disclose proprietary information to the public, unless required by law. However, the City cannot guarantee that such information will be held confidential. At such time as the Committee recommends a Firm, proposals may become available to the public upon request.

RESERVED RIGHTS
The City reserves the right to:
ƒ Reject any or all proposals not in compliance with all public procedures and requirements; ƒ Reject any proposal not meeting the specifications of this RFP; ƒ Waive any or all irregularities in proposals submitted; ƒ Reject all proposals;
ƒ Negotiate services and cost within the scope of this RFP with the highest ranked Proposing Firm. In the event the City is unable to negotiate a contract with the highest ranked Proposing Firm, to commence contract negotiations with the next highest ranked Proposing Firm and to continue this process until a contract is executed; ƒ Cancel this RFP at any time, for any reason;
ƒ Award any or all parts of any proposal; and
ƒ Request references and other data to determine responsiveness.

CONTRACT PERIOD
The contract term is expected to be five (5) years plus two (2) one (1) year extensions and will be negotiated at the conclusion of this RFP process. Proposing Firms will be given opportunities in their response to this RFP to provide pricing information related to different term structures. The City reserves the right to sign any document necessary to protect prices, delivery schedules, interest rates and/or any other critical factor contained in the response to this RFP. No action will be binding on the City until a contract has been executed by all applicable parties.

II. PROPOSAL REQUIREMENTS
MINIMUM QUALIFICATIONS:

The City requires each Proposing Firm responding to this RFP to certify that it meets or agrees to the following criteria:

1. The Proposing Firm must have a minimum of five (5) years of experience administering governmental Section 457 deferred compensation plans and must currently provide sole-provider administration to a minimum of three (3) Section 457 deferred compensation retirement plans with an asset size of at least $250 million in each.

2. The Proposing Firm or an affiliated partner must have a minimum of five (5) years of experience administering Health Reimbursement Arrangement Plans and must currently provide administration to a minimum of three (3) HRA clients with more than $10 million in HRA assets at that client. It is strongly preferred that your HRA solution offer debit cards to claims eligible participants.

3. Any contract must stipulate that there will be no front-end charges and/or no back-end charges. In addition, there will be no restrictions or penalties associated with any Plan- or participant-initiated transfers or withdrawals (including contract termination), with the exception of capital preservation (stable value and/or Fixed or General Account) equity wash and/or put provisions, and/or mutual fund specific short-term trading fees.

4. The Proposing Firm must accurately and fully disclose all fund expense and revenue sharing arrangements associated with all funds being offered within the Plans. Fixed or General Account products will not be excluded from this requirement.

Proposing Firms offering such products must provide an accurate assessment of product expenses and revenue remitted to the Proposing Firm.

5. The Proposing Firm must accurately and fully disclose all expenses and revenue associated with any service made available under the Plans. This includes services such as managed accounts, investment advice, financial planning and/or self-directed brokerage accounts.

6. The Proposing Firm must agree, under contract, not to sell and/or promote products not directly affiliated with the Plan(s) unless given specific, written authorization by the Committee to do so.

7. Upon award of the contract, the selected Proposing Firm must be duly qualified to do business in the State of California.

8. The Proposing Firm must be able to transition and continue administration of existing Plan loans.

9. The organization must be able to offer a self-directed brokerage option.

10. The Proposing Firm must be able to accommodate the joint administration of the Plans as applicable and must be able to facilitate appropriate payroll processing, applicable account transfers, and separate recordkeeping for each of the Plans.

11. The Proposing Firm must provide Managed Account utilization reporting at least quarterly and as requested by the City.

And while it is not expected, the Proposing Firm must also agree to discontinue Managed Accounts for any new participants if requested by the City with no impact to overall pricing.

12. The Proposing Firm must be willing to have representatives attend Committee meetings in person as required.

13. The Proposing Firm must have knowledge of and comply with all applicable County, State of California and federal regulations regarding governmental retirement plans and investment options. All applicable laws of the City and the State of California, whether substantive or procedural, shall apply to this contract, and all statutory, charter, and ordinance provisions that are applicable to City contracts shall be followed with respect to this contract.

14. The terms outlined throughout this RFP process (within your response and any enhancements thereafter) must remain in place through negotiations and be part of the final contract unless specifically waived by the City in writing.

It is assumed that, by submitting a response to this RFP, your organization will conform to the Minimum Qualifications and specifications in every way (unless specifically adjusted/waived per written addendum).

Any questions or concerns related to Minimum Qualifications should be submitted following the instructions outlined in the Questions and Clarifications Section above. Proposing Firms must clearly indicate any requests for additions, modifications or deletions as part of this process. The City will respond to such submittals but does not guarantee any waiving of these minimum requirements.

REQUIRED DOCUMENTS:

Proposals must include the following, submitted as ordered below. If your proposal does not include all of the below items, it may be deemed non-responsive.

Cover Letter. The cover letter should not exceed two pages in length and must acknowledge that the Proposing Firm meets or agrees to the Minimum Qualifications stated above and has the ability to provide the requested services in the manner specified herein. It should be signed by an individual with authority to bind the Proposing Firm to the terms quoted in the RFP response.

Additionally, the letter shall include: The name, title, address, email, and phone for the Firm’s preferred single point of contact for all RFP-related communication, acknowledgement of all Addenda, and Certification under penalty of perjury that the information provided in the Proposal is true and correct.

Questionnaire. Respond to all questions and requests listed in the Questionnaire section of the RFP. Your response should use Calibri font size 10 pt. Your response excluding the cover letter and exhibit section should not exceed 50 pages. Some questions require a “yes” or “no” answer, while others require written responses. A response box for written answers including word limitations is provided. Do not exceed the word count or change the answer box size. Do not include any attachments, graphics or exhibits not specifically requested.

Electronic Exhibit Folder. There are numerous questions in the RFP Questionnaire that require a description and/or samples to be provided in a separate Proposing Firm Exhibit Folder.

Responses to this RFP (within your response and any enhancements thereafter) and any other material submitted by the successful Proposing Firm shall be construed as one proposal and may be incorporated into the contract between the City and the Proposing Firm.

DESIGNATED POINT OF CONTACT:

All communications with the Committee and/or City shall be with the Designated Point of Contact and Proposing Firms are prohibited from contacting anyone else regarding this RFP process. Any unauthorized contact related to this RFP is not permitted and any breach of this provision or any excessive inquiries of Committee members and/or City staff members is prohibited. For purposes of addressing questions or clarifications concerning this RFP, the Designated Point of Contact will be the Committee’s Consultant at the Hyas Group as noted above.

III. PLAN INFORMATION AND BACKGROUND
In 1975, the City began offering a voluntary deferred compensation plan to full-time employees under Internal Revenue Code (IRC) 457. As of June 30, 2024, the 457 Plan has 3,401 accounts and Plan assets are approximately $441 million.

In 1991, the City started a PTS plan for part-time employees as a Social Security replacement plan. As of June 30, 2024, the PTS or 3121 Plan had 2,449 participants with assets totaling $6.9 million.

The City also implemented Retiree Health Savings Plans at various times over the past twenty+ years.

These Plans operate as a Health Reimbursement Arrangement (“HRA”). Collectively, these nine (9) Plans have 2,440 participants with assets totaling $94 million as of June 30, 2024.

In 2014, due to PEPRA regulations, the City began offering a 401(a) plan to those affected by CalPERS salary caps. As of June 30, 2024, the Plan has 19 participants with assets of $617,009.

Total unique social security numbers across all Full-time Plans (457, 401a, HRA) referenced above are approximately 4,206.

The Plans operate under the current Provider’s prototype Plan Documents. The Plans offer 13 core investment options, 11 age-based Target Date Funds (soon to be Collective Investment Trusts), one self-managed account option, and a brokerage window. The Plans are administered through the Human Resources Department, with recordkeeping and custodial services completed by the provider.

The 457, 401a and PTS Plans are under one single agreement and the RHS (HRA) Plans are under another single agreement. Both agreements are with the current provider, Mission Square.

The City also participates in the California Public Employees’ Retirement System’s (CalPERS) defined benefit plan.

ACTION UPON FAILURE TO EXECUTE A CONTRACT:

In the event that a contract cannot be negotiated with the highest ranked Proposing Firm(s), negotiations will be discontinued and the Committee will start contract negotiations with the next highest ranked Proposing Firm. Nothing in this RFP shall restrict or prohibit the City from canceling the solicitation at any time.

V. QUESTIONNAIRE
Responses are to be kept clear and concise. Questions that are marked with a (Yes/No) response require an explanation only if requested. If no explanation is requested, these questions will be recorded as a Yes/No response, and no consideration will be given to an explanation. For questions that do request an explanation, please be succinct in your response and limit any description to the primary and most important aspects related to the specific question/request.

In some cases, the questions include a table that requires completion. Proposing Firms may create their own table that replicates the table in the RFP document, though it should not take up any more space in the RFP response than the sample table. Reprint each question/request such that it precedes your written response. For the items that request responses to multiple questions, separately space or separately bullet the responses to each question. There are also questions in the RFP Questionnaire that require a description and/or samples to be provided in a separate Proposing Firm Exhibit Folder. Please pay particular attention to these questions and provide the requested information in a separate Exhibit Folder accordingly.

Your RFP response is limited to 50 pages excluding your cover letter and exhibits. The following is the required order of your response along with any page limit. Do not include any exhibits that were not specifically requested in the RFP.

Tab 1 Cover letter 2 page limit
Tab 2 RFP Response for Sections A-H 50 page limit
Tab 3 Exhibit 1: Insurance Rating Agency Report
Tab 4 Exhibit 2: SOC 1 Audit Reports
Tab 5 Exhibit 3: Control Objective Results
Tab 6 Exhibit 4: Sample Quarterly Participant Statement Tab 7 Exhibit 5: Fee Disclosure Sample
Tab 8 Exhibit 6: Capital Preservation Fund Fact Sheet
Tab 9 Exhibit 7: List of Proprietary and Alliance Funds Tab 10 Exhibit 8: Sample Participant Brokerage Statement Tab 11 Exhibit 9: Sample Transition Plan

EXHIBIT II

PROPOSAL

EXHIBIT II

PROPOSAL
November 1, 2024
Mr. Rasch Cousineau
Executive Director, Senior Principal
Hyas Group
9755 SW Barnes Road Suite 660
Portland, OR 97225
Re: 457(b) Deferred Compensation Plan, 401(a) Defined Contribution Plan, 3121 Part-time/Seasonal/Temporary Plan, and Retirement Health Savings Plans
Dear Rasch:

On behalf of Empower, thank you for the opportunity to respond to a request for the City of Anaheim’s 457(b) Deferred Compensation Plan, 401(a) Defined Contribution Plan, 3121 Part-time/Seasonal/Temporary Plan, and Retirement Health Savings Plans and to tell you more about Empower’s vision for the future of the City.

Our mission is simple: We want to empower financial freedom for all — with a vision to transform financial lives through advice, people, and technology. Leveraging our scale and resources to improve our clients’ plans and help employees get the results they deserve is at the center of everything we do.

As the nation’s fastest-growing retirement plan provider1 with more than 82,500 plans with 18 million participants,2 we have the experience and scale to meet and exceed your needs and the needs of your employees. Our experience in the government sector, serving more than 5,000 plans and 4.1 million participants with approximately $242.8 billion in assets,3 has given us a unique perspective on providing service specific to the nuances of government retirement programs, while helping you get the results you deserve. We are committed to helping you achieve the results you deserve and would be honored to partner with the City to support your employees in confidently pursuing their financial goals.

Empower is firmly committed to the public defined contribution line of business. We are the nation’s number one provider to governments. We also serve more state-defined contribution plans than any other provider.4 We understand that each client and each retirement program are unique. We will tailor our strategy for the City and include the following key features. x You receive consistent and reliable personal service. Your Empower service team is dedicated to the public sector and will grow to understand your unique needs and preferences supported by our proprietary recordkeeping system, state-ofthe-art tools and retirement-first focus to provide results for you and your employees. x Your participants receive a participant experience focused on results with the resources, tools and personalization to receive a comprehensive savings experience at the level of detail and complexity that suits each participant’s individual goals. x We provide participant-level fiduciary advice when people want it, via the channels they prefer, tailored to their needs and delivered by Empower including through your local retirement plan advisor. 1 Pension & Investments 2022 Defined Contribution Survey Ranking as of April 2023. 2 As of June 30, 2024. Information refers to all retirement business of Empower Annuity Insurance Company of America (EAICA) and its subsidiaries, including Empower Retirement, LLC; Empower Life & Annuity Insurance Company of New York (ELAINY); and Empower Annuity Insurance Company (EAIC), marketed under the Empower brand.
3 As of June 30, 2024
4 PLANSPONSOR Recordkeeping Survey 2021
x Our plan sponsor experience helps alleviate your administrative burden and improve results through an intuitive dashboard, plan insights and a data library with underlying data visualizations that provide simplified access to key performance indicators.
x We commit to keeping your plan and participant information safe, and we stand behind the security of customer accounts with the Empower Security Guarantee.
5 Additionally, Empower is partnering with Gallagher6 to provide an integrated solution for the City’s health retirement account and retirement health savings plan, combining the advice, people, and technology of Empower with the specialized experience and knowledge of Gallagher.

Included with our proposal response is a sample Master Services Agreement which sets forth Empower’s current standard contract provisions and schedule of services (“Agreement”). Our Agreement is specifically tailored for retirement plan recordkeeping services, and we expect to negotiate these terms into the resulting agreement between the parties upon award of business. Additionally, we acknowledge all addendums and meet and agree to the minimum requirements, and certify that under penalty of perjury, that the information provided in our proposal is true and correct.

I hope the enclosed response provides a strong sense of the breadth and depth of our capabilities, service, and commitment to the retirement market and to you.

We know that the City and your employees want a partner that can provide comprehensive resources and exceptional service
— and can ultimately help you get results. We look forward to the process of getting to know your organization, understanding your needs and goals, and mapping out a partnership that can take your benefits program to the next level.

We’re honored you’re considering us in your search for retirement plan services, and we’re excited to work with you to pursue a better future for your plan and your employees.

If you have any questions, please let me know or reach out to your request for proposal contact, Greg Hodges, regional sales director/government markets at [email protected]. Greg’s phone number is 801-807- 8631. And his business address is 8515 East Orchard Road, Greenwood Village, CO 80111.

Sincerely,
Rob Dwyer | VP Government Markets.
303-737-2408 | [email protected]
5 For more information regarding account security and the Security Guarantee’s conditions, visit empower.com and click on Security Center at the bottom of the page.
6 Empower Retirement, LLC and its affiliates are not affiliated with Gallagher Benefit Services, Inc. (Gallagher). Some features may not be available and are subject to change without notice. The final implementation of this solution is subject to change prior to contracting contingent upon available features at time of contract negotiations.

Disclosures
FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.

Empower refers to the products and services offered by Empower Annuity Insurance Company of America and its subsidiaries. This material is for informational purposes only and is not intended to provide investment, legal, or tax recommendations or advice.

The proposed fee schedule is valid for a period of 180 days, but it is subject to revision if the information provided is inaccurate or changes or upon receipt of additional plan information. The proposed services and fees included in this proposal are based on the information currently provided to Empower and are subject to final negotiation by the parties involved. Services are performed by Empower pursuant to the Administrative Services Agreement with appropriate schedules to be added based on services selected.

This proposal is not a contract to perform services. The final fee arrangement will be set forth in an agreement between Empower and the plan sponsor.

Securities, when presented, are offered and/or distributed by Empower Financial Services, Inc., Member FINRA/SIPC. EFSI is an affiliate of Empower Retirement, LLC; Empower Funds, Inc.; and registered investment adviser Empower Advisory Group, LLC.

Brokerage services such as clearing, settlement, custody and other similar functions are provided by Pershing LLC, Member FINRA/NYSE/SIPC and a wholly owned subsidiary of The Bank of New York Mellon Corporation. Additional information may be obtained by calling 877-788-6261. EFSI and Pershing are separate, unaffiliated brokerage firms. Brokerage accounts are subject to EFSI review and approval. This material is for informational purposes only and is not intended to provide advice, investment, legal or tax recommendations.

As part of providing products and services to retirement plans Empower personnel may provide information to plan representatives about available investment or pricing options. In providing this information, Empower is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity regarding any transactions. Plan fiduciaries are responsible for the selection and monitoring of the Plan’s investment options and for determining the reasonableness of all Plan fees and expenses.

Information concerning investment or pricing options we may provide is intended to provide you with resources for your consideration as a convenience and is not intended to be exhaustive or prescriptive for your Plan and its specific circumstances. Plan fiduciaries are not required to utilize any of the options referenced in any of our communications to you.

Empower may benefit from advisory and other fees paid to it or its affiliates for managing, selling, or settling of the Empower products or third-party investment products or securities offered by Empower or its affiliates. Investment vehicles you select which are sponsored or managed by an Empower affiliate may generate more revenue for Empower enterprise and/or Empower representatives than non-proprietary investment vehicles.

As of June 30, 2024. Information refers to all retirement business of Empower Annuity Insurance Company of America (EAICA) and its subsidiaries, including Empower Retirement, LLC; Empower Life & Annuity Insurance Company of New York (ELAINY); and Empower Annuity Insurance Company (EAIC), marketed under the Empower brand. EAICA’s consolidated total assets under administration (AUA) were $1,647.9B. AUA is a non-GAAP measure and does not reflect the financial stability or strength of a company. EAICA’s statutory assets total $71.3B and liabilities total $66.1B. ELAINY’s statutory assets total $7.1B and liabilities total $6.7B. EAIC’s statutory assets total $97.2B and liabilities total $96.3B.

On August 1, 2022, Empower announced that it is changing the names of various companies within its corporate group to align the names with the Empower brand. For more information regarding the name changes, please visit www.empower.com/name-change.

The Empower Institute is a research group within Empower Retirement, LLC.

Point-in-time advice is provided by an Empower representative registered with Empower Financial Services, Inc. at no additional cost to account owners. There is no guarantee provided by any party that use of the advice will result in a profit.

Retirement Plan Advisors act as Empower Advisory Group, LLC, investment adviser representatives when providing investment counseling or recommendations and as Empower Financial Services, Inc. registered representatives when executing transactions.

Empower Advisory Services refers to the advisory services offered by Empower Advisory Group, LLC, such as My Total Retirement and Online Advice. EAG uses Morningstar Investment Management LLC to provide subadvisory services. EAG and Morningstar Investment Management are unaffiliated registered investment advisers. Morningstar Investment Management is a subsidiary of Morningstar, Inc. EAG is a subsidiary of Empower Annuity Insurance Company of America. Morningstar is a registered trademark of Morningstar, Inc. ©2023 Morningstar, Inc. Future results are not guaranteed by EAG, Morningstar Investment Management, or any other party.

Empower Advisory Services refers to the advisory services offered by Empower Advisory Group, LLC, such as the Professional Management Program and Online Advice. EAG uses Financial Engines Advisors LLC to provide subadvisory services. EAG and FEA are unaffiliated registered investment advisers. EAG is a subsidiary of Empower Annuity Insurance Company of America. Edelman Financial Engines® is a registered trademark of Edelman Financial Engines, LLC. ©2023 Edelman Financial Engines, LLC. Future results are not guaranteed by EAG, FEA, or any other party.

Professional Management with Income+ is intended to provide steady payouts beginning in retirement that can last into your early nineties. We will set aside a portion of your account to increase the likelihood that you’ll have the option to purchase an out-of-plan annuity by age 85 that could provide a lifetime income guarantee. However, annuities are not generally available to people over age 85 or for account balances less than $10,000. EAG, FEA, and any other party do not guarantee payout amounts or payouts for life.

There is no guarantee provided by any party that participation in any of the advisory services will result in a profit.

My Total Retirement offered through Empower Dynamic Retirement Manager™ is provided by EAG.

The Empower Investments Fixed Account fund is a general account group annuity contract or funding agreement issued by Empower Annuity Insurance Company of America, Corporate Headquarters: Greenwood Village, CO; or, in New York, by Empower Life & Annuity Insurance Company of New York, Home Office: New York, NY.

The fund guarantees principal and credited interest for eligible participant-initiated withdrawals and transfers. Guarantees are subject to the terms and conditions of the contract and the claims-paying ability of the insurer. Depending on the terms of the contract, there may also be investment risks associated with certain plan sponsor actions, including, but not limited to, a termination of the contract that could result in a negative market value adjustment to the proceeds paid to the plan sponsor or an extended payment period.

The Custom Stable Value Fund, Stable Asset Fund, Guaranteed Government Fund are guaranteed separate account group annuity contracts issued by Empower Annuity Insurance Company of America, Corporate Headquarters: Greenwood Village, CO; or, in New York, by Empower Life & Annuity Insurance Company of New York, Home Office: New York, NY.

The fund guarantees principal and credited interest for eligible participant-initiated withdrawals and transfers. Guarantees are subject to the terms and conditions of the contract and the claims-paying ability of the insurer. Guaranteed separate account products have interest rate, inflation and credit risks associated with the underlying assets owned by the fund. Depending on the terms of the contract, investment risks associated with certain plan sponsor actions may include, but are not limited to, termination of the contract, mass layoffs or plan termination that could result in payment of proceeds to the plan sponsor of the lesser of the fund’s market value and principal plus credited interest.

The Empower collective investment trusts (CITs) are established and maintained by trustee Empower Trust Company, LLC and managed by its affiliate, Empower Capital Management, LLC. CITs are not mutual funds and are exempt from SEC registration and applicable securities laws of any state or other jurisdiction. Designed for and exclusively sold to qualified retirement plans and their participants and other eligible trusts, CITs are not available to individual retail investors. See the applicable CIT disclosure documents for more information.

The Empower collective investment trusts (CITs) are established and maintained by trustee Empower Trust Company, LLC and managed by its affiliate, Empower Capital Management, LLC. CITs are not mutual funds and are exempt from SEC registration and applicable securities laws of any state or other jurisdiction. Designed for and exclusively sold to qualified retirement plans and their participants and other eligible trusts, CITs are not available to individual retail investors. The Empower Trust Stable Value AND/OR Empower Trust Pooled Stable Value Fund are stable value CITs. Participants of plans that are eligible participating trusts invested in the CIT are guaranteed principal and credited interest for certain eligible “benefit responsive” participant-initiated withdrawals and transfers by means of a “wrap” insurance contract issued to the CIT by Empower Annuity Insurance Company of America, Corporate Headquarters: Greenwood Village, CO, which provides the guarantee. The strength of the guarantee is dependent on the financial strength of EAIC. The underlying CIT investments are subject to interest rate, inflation and credit risks. The wrap contract limits its coverage of impaired securities of the CIT. Depending on the terms of the wrap contract, book value coverage is not provided for certain plan sponsor actions, including, but not limited to, termination of participation in the CIT by the plan, mass layoffs or plan termination that could result in payment of proceeds to the plan sponsor of the lesser of the fund’s market value and principal plus credited interest. For more information, refer to the Participation Agreement and Disclosure Memorandum and other governing documents associated with the CIT.

Empower Annuity Insurance Company of America (“Empower") receives payments from some investment fund families through the Empowering Fund Partnership Program (“EFPP”). Under the EFPP, fund families receive several services based on the EFPP tier in which they participate. These services are provided directly to fund families and include: (i) consideration for inclusion in Empower products developed for some segments of the retirement and IRA market, (ii) inclusion on the Empower Select™ investment platform, which is available in the small plan recordkeeping market, (iii) a waiver of the connectivity fee described below, (iv) enhanced marketing opportunities, (v) additional reporting capabilities, (vi) collaboration in thought leadership opportunities, (vii) access to meetings with Empower leadership, Empower staff, and the third party advisory and brokerage firms through whom Empower distributes its services, and (viii) access to conferences put on by Empower. The yearly fees for EFPP participation are $1,000,000 for tier 1 and $500,000 for tier 2. These fees do not vary based on an Empower client’s use of the funds offered by the fund family.

Empower also receives payments from fund families through a connectivity program (the “Connectivity Program”). The Connectivity Program charges fund families for the cost of administering funds on Empower investment platforms, and for building and maintaining data connections between Empower and the fund family. In 2022, the Connectivity Program generally charges $1,000 per investment fund used on recordkeeping and IRA investment platforms. Beginning in May 2019, if a retirement plan starts receiving recordkeeping services through Empower’s small plan recordkeeping segment, and the plan has a fund from a fund family that does not participate in the Connectivity Program or the EFPP, then Empower will assess a separate annual investment access fee of $1,000 to the plan.

Depending on plan selection of the non-participating fund family, the investment access fee charge may be more or less than the fees received under the Connectivity Program from the fund family. For more details regarding our fund partner program please refer to the following: https://docs.empower-retirement.com/advisor/Empowering-Fund-Partnership-Disclosure.pdf Case studies are for illustrative purposes only and not a guarantee of future results. Unless otherwise noted, case study results provided are based on the length of the campaign.

Empower Retirement, LLC and its affiliates are not affiliated with Inspira Financial, Computershare, Pershing LLC, Deloitte & Touche, PricewaterhouseCoopers, LLP, Verizon, QDRO Consultants, MotionPoint, Broadridge, Milliman, Inc., The Newport Group, Candidly, TIAA, Leafhouse Financial, and Great Gray.

IMPORTANT: The projections or other information generated by MoneyGuidePro regarding the likelihood of various investment outcomes are hypothetical in nature, do not reflect actual investment results, and are not guarantees of future results. MoneyGuidePro results may vary with each use and over time. Empower Retirement, LLC and its affiliates are not responsible for the third-party content provided.

IMPORTANT: The projections or other information generated on the website by the investment analysis tool regarding the likelihood of various investment outcomes are hypothetical in nature, do not reflect actual investment results, and are not guarantees of future results. The results may vary with each use and over time.

IMPORTANT: The projections and other information generated by PlanVisualizer are hypothetical in nature and are not guarantees of future results. The results may vary with each use, over time, and as your inputs change.

The Retirement Readiness Review is provided by an Empower representative registered with Empower Financial Services, Inc. and may provide recommendations at no additional cost to participants. There is no guarantee provided by any party that use of the review will result in a profit.

Educational, communication and operational services regarding Empower HSA may be provided by registered representatives of Empower Financial Services, Inc. By electing Empower HSA, plan participants are contracting directly with Optum® and its affiliates for this service. Empower Financial Services, Inc., or its affiliates, is not affiliated with Optum and is not responsible for their services.

Health savings accounts (HSAs) are individual accounts offered or administered by Optum Bank, Member FDIC, and are subject to eligibility and restrictions, including but not limited to restrictions on distributions for qualified medical expenses set forth in section 213(d) of the Internal Revenue Code. State taxes may apply. Fees may reduce earnings on account. This communication is not intended as legal or tax advice. Please contact a competent legal or tax professional for personal advice on eligibility, tax treatment and restrictions. Federal and state laws and regulations are subject to change.

All Optum trademarks and logos are owned by Optum®. All other brand or product names are trademarks or registered marks of their respective owners. Because we are continually improving our products and services, Optum reserves the right to change specifications without prior notice. Optum is an equal opportunity employer.

The charts, graphs and screen prints in this presentation are for ILLUSTRATIVE PURPOSES ONLY.

Certified Financial Planner Board of Standards Inc. (CFP Board) owns the certification marks CFP®, CERTIFIED FINANCIAL PLANNER™, CFP® (with plaque design), and CFP® (with flame design) in the U.S., which it authorizes use of by individuals who successfully complete CFP Board's initial and ongoing certification requirements. iOS is a registered trademark of Cisco in the U.S. and other countries and is used under license.

Android, Google Play and the Google Play logo are trademarks of Google LLC.

Unless otherwise noted, investments are not deposits, insured by the FDIC or any federal government agency, or bank guaranteed and may lose value.
©2024 Empower Retirement, LLC. All rights reserved.

RO# - 2315547 0723

EXHIBIT III

PRESENTATION AND RFP

FINALIST INTERVIEW

QUESTIONS

EXHIBIT IV

BEST AND FINAL OFFER

EXHIBIT IV

BEST AND FINAL OFFER
Empower is pleased to announce the enhancement of our service model by offering a fulltime, dedicated Retirement Plan Advisor to service the City of Anaheim’s retirement and RHS plans. This enhancement will come at no additional cost, as there will be no change in our fee structure. Having a dedicated Retirement Plan Advisor ensures that Empower can meet and exceed the needs and demand for participant education and advice without concern of number of days, as well as providing consistent and reliable support for your participants.

Transition: Empower is providing a Service Level Agreement of $100,000 for a successful transition. This is broken down in $25,000 for the timeline and $75,000 Go Live date.

EXHIBIT V

HEALTH REIMBURSEMENT

ARRANGEMENT (HRA)

ADOPTION AGREEMENT
1 Master Trust Adoption Agreement – Plan Adoption

MASTER TRUST ADOPTION AGREEMENT

FOR THE

HEALTHINVEST HRA MASTER TRUST
THIS MASTER TRUST ADOPTION AGREEMENT, by and among Alta Trust Company, a trust company organized under the laws of the State of South Dakota (“Master Trustee”), Gallagher Benefit Services, Inc. (“Gallagher”), a Delaware corporation, in its capacity as the HRA Service Manager under the HealthInvest HRA Plan Documents (the “HRA Service Manager”), and the City of Anaheim (“Plan Sponsor”), and the Participating Trust Signatory identified on the signature page hereto is effective as of the Effective Date set forth on the signature page hereto.

W I T N E S S E T H:

WHEREAS, the Plan Sponsor desires to utilize Gallagher’s proprietary HealthInvest HRA Plan Documents and the services of Gallagher as the HRA Service Manager for one or more of the Plan Sponsor’s health reimbursement arrangement (HRA) plans (each HRA plan individually and collectively, an “HRA Plan” or “Plan”) established or to be established for the benefit of employees eligible to participate in the Plans;
WHEREAS, pursuant to a Plan Adoption Agreement between the Plan Sponsor and Gallagher, the Plan Sponsor has entered into a relationship with Gallagher whereby Gallagher provides nondiscretionary and ministerial administration support services as the HRA Service Manager of the HRA Plan by utilizing Gallagher’s proprietary Plan Documents; WHEREAS, the Plan Sponsor, as Administrator, administers the HRA Plan with the assistance of the HRA Service Manager at the direction of the Administrator; and WHEREAS, pursuant to a trust document attached hereto as Exhibit C, the Plan Sponsor has established a trust (the “adopting trust”) to fund contributions to the Plan to be held on behalf of the employees participating in the Plan and administered in accordance with the Plan Documents; and
WHEREAS, the Plan Sponsor and the Participating Trust Signatory described on the signature page hereto desire for the Plan Sponsor Trust to adopt and become a “Participating Trust” under that certain Master Trust established by the Master Trustee pursuant to the Agreement and Declaration of Master Trust attached hereto as Exhibit B (the “Master Trust”); WHEREAS, the Plan Sponsor and Participating Trust Signatory further desire to appoint the Master Trustee as a custodian, transfer agent, and nondiscretionary, directed trustee under the Master Trust to the extent that assets of the Participating Trust are held by the Master Trustee from time to time on behalf of the Participating Trust in connection with the administration of the HRA Plan;
WHEREAS, the Participating Trust Signatory and the Plan Sponsor further desire to authorize the use of the Master Trust to make, file, or report information on behalf of the HRA 2 Master Trust Adoption Agreement – Plan Adoption
Plans, as provided in the Plan Documents and as otherwise directed by the HRA Service Manager or the Administrators of the HRA Plans; and
WHEREAS, the Master Trustee and HRA Service Manager accept the primary trust as a Participating Trust in the Master Trust.

NOW, THEREFORE, the parties hereby represent and agree as follows:

1. Definitions and Terms Incorporated by Reference; Conflicting Provisions. (a) The term “Plan Documents” is defined in each HealthInvest Plan Coverage Document, which includes this Master Trust Adoption Agreement, the Master Trust, the Participating Trust, the Plan Adoption Agreement executed by the Plan Sponsor to adopt the Plan, each HealthInvest HRA plan document defining the terms and conditions for coverage under the Plan, and with respect to each employee participating in the Plan, the enrollment file, which contains information required to enroll the employee in the Plan. (b) Any capitalized terms not specifically defined in this Master Trust Adoption Agreement shall have the meanings ascribed to them in the Master Trust or the other Plan Documents. In the event there is a conflict among the terms of two or more Plan Documents, or in the definition ascribed to any term in two or more Plan Documents, interpretation shall be determined by reference first to the Master Trust, then to this Master Trust Adoption Agreement, then to applicable HRA Plan Coverage Document, then to the Plan Adoption Agreement executed by the Plan Sponsor, then to the applicable Enrollment File, and then to the Participating Trust Document.
(c) Where necessary or appropriate to the meaning thereof, the singular shall be deemed to include the plural, the plural to include the singular, the masculine to include the feminine, the feminine to include the masculine. Any written document referenced herein, including any Plan Document, shall mean such document as amended and restated from time to time.

2. Representations, Warranties, Covenants and Other Undertakings of the Plan Sponsor and Participating Trust Signatory. As of the date hereof and continuously while the Participating Trust participates in the Master Trust, the Participating Trust Signatory and Plan Sponsor hereby agree, represent, warrant and covenant as follows:
(a) The Participating Trust Signatory and Plan Sponsor have full power and authority under the Participating Trust and the provisions of the other Plan Documents relating to the Participating Trust to execute and deliver this Master Trust Adoption Agreement and to accept the terms of the Master Trust, to authorize the Master Trustee, Administrator, and HRA Service Manager as provided in the Master Trust, and to perform the obligations and agreements undertaken by them and the Participating Trust under the Master Trust and this Master Trust Adoption Agreement, and this Master Trust Adoption Agreement constitutes the valid and binding undertaking of the Participating Trust and the Participating Trust Signatory and Plan Sponsor in accordance with its terms;

5 Master Trust Adoption Agreement – Plan Adoption
(iii) changes the tax exemption of the Participating Trust or could jeopardize the tax exemption or qualification of the Participating Trust or the Master Trust; or (iv) could operate to limit or terminate the authority of the Participating Trust Signatory or the Master Trustee with respect to the Master Trust. The Participating Trust Signatory and Plan Sponsor agree that, in the event any of the above shall occur, (1) the Master Trustee and the HRA Service Manager shall have the right to resign from their roles as Master Trustee and HRA Service Manager and (2) the Participating Trust shall cease to be a Participating Trust.

4. Agreement to Be Bound. The Plan Sponsor and Participating Trust Signatory each agree, for itself and the Participating Trust, and any of their agents, representatives, successors, and assigns, to be bound by the terms of the Master Trust including with those terms that pertain to the authority of the Administrator or HRA Service Manager to direct the Master Trustee as to certain matters specified therein.

5. Designation and Authorization. The Participating Trust Signatory and Plan Sponsor hereby: (i) appoint the Master Trustee as a custodian, transfer agent, and nondiscretionary directed trustee with respect to those assets of the Participating Trust that are transferred or contributed from time to time as part of the Master Trust; and (ii) authorize the Master Trustee, the Administrator, and the HRA Service Manager to do and perform any and all acts with respect to the Master Trust and Participating Trust that the Master Trustee or the HRA Service Manager are authorized, required or permitted to do and perform under the Master Trust and the other Plan Documents.

6. Indemnification. The Participating Trust and the Plan Sponsor will, to the extent permitted by applicable law, indemnify and hold harmless the Master Trustee and the HRA Service Manager and each of their affiliates, agents, subcontractors, officers, employees, successors, and assigns against all actions and proceedings, claims, demands, costs and expenses which may be brought, threatened or incurred by any of them, arising out of an action or inaction by the Plan Sponsor or Participating Trust Signatory that is contrary to the terms of the Participating Trust, the Plan Documents, or applicable law or the failure of the representations and warranties given hereunder by the Plan Sponsor or by the Participating Trust Signatory on its own behalf or on behalf of the Participating Trust to be true, complete and accurate in all material respects. This indemnity will survive the termination of this Master Trust Adoption Agreement and the Master Trust.

7. Term and Amendment. The term of this Master Trust Adoption Agreement shall run from the Effective Date until the date the Participating Trust ceases to be a Participating Trust in the Master Trust as provided therein. This Master Trust Adoption Agreement may only be amended in writing signed by the parties hereto. If any provision that is part of this Master Trust Adoption Agreement shall be found to be void or unenforceable, it shall not affect the remaining provisions which shall remain in full force and effect.

8. Authorizations, etc. The Master Trustee, Plan Sponsor, and the Participating Trust Signatory agree to furnish (or cause its authorized designees to furnish) each other with such authorizations, information and documentation as the other may reasonably request in writing from time to time to enable each of said parties to carry out its obligations under this Master Trust Adoption Agreement and the Master Trust.
6 Master Trust Adoption Agreement – Plan Adoption

9. Counterparts. This Master Trust Adoption Agreement may be executed in one or more counterparts, each of which shall constitute an original, and all of which together will constitute one and the same agreement. Facsimile delivery transmission or electronic delivery in portable document format (“.pdf”) or tagged image file format (“.tif”) by any party hereto of its executed counterpart shall constitute the valid and binding execution hereof by such party.

10. Notices. Any notices, reports or other communications permitted or required to be given hereunder or under the Master Trust by or to the Master Trustee, the HRA Service Manager, the Participating Trust Signatory, the Participating Trust, the Plan Sponsor, or the Administrator shall be deemed given to the affected party if delivered in writing to the addresses as set forth in the attached Exhibit A as it may be amended from time to time.

11. Governing Law. This Adoption Agreement and the undertakings herein for the benefit of the parties shall be governed by the laws of the State of South Dakota, without regard to any conflict of laws.

The remainder of this page is intentionally left blank.

Plan Adoption Agreement – Plan Adoption
HealthInvest HRA

PLAN ADOPTION AGREEMENT

1. Formal Authorization and Adoption of Plan by Plan Sponsor. The City of Anaheim (“Plan Sponsor”), by formal action of its governing body or other authorized action, has formally approved the establishment of an employee benefit plan pursuant to which it or its Participating Employers will make contributions to one or more health reimbursement arrangement “HRA” plans (referred to herein individually and collectively as the “Plan”) funded in a trust (the “Participating Trust”) established pursuant to a trust document provided or executed in connection herewith, as the same may be amended or restated or replaced from time to time.

The Plan Sponsor has also approved the use of the GBS proprietary “HealthInvest HRA” plan coverage documents governing the terms and conditions of various types of HRA plan coverage (each a “Plan Coverage Document”) to implement its HRA plan and the engagement of certain service providers for the HealthInvest HRA Plan to assist the Plan Sponsor in the administration of its HRA plan.

2. Pursuant to the Governing Authority of the Plan Sponsor:
(a) HealthInvest Plan Documents. The Plan Sponsor hereby adopts the HealthInvest HRA Plan set forth in the GBS proprietary HealthInvest HRA Plan Documents (as defined in Section 1.2 of the Plan Coverage Documents), subject to the further terms and conditions contained in this Agreement and any Wrap Document, as the same may be amended, restated, or replaced from time to time as set forth therein. The Plan Sponsor agrees that it may utilize the HealthInvest HRA Plan Documents only while GBS is engaged hereunder and under the other Plan Documents as the HRA Service Manager pursuant to hereto. Upon resignation by or removal of GBS as the HRA Service Manager as provided herein and in the Plan Documents, the Plan Sponsor shall no longer have the right to utilize the proprietary GBS HealthInvest HRA Plan Documents and agrees to indemnify and hold harmless GBS and its affiliates, agents and sub-contractors, and each of their officers, employees, successors, and assigns against all costs, expenses, liabilities and damages resulting from any use of the HealthInvest HRA Plan Documents by the Plan Sponsor or any Participating Employer after the resignation by or removal of GBS as the HRA Service Manager.
(b) Plan Sponsor; Engagement of HRA Service Manager. The Plan Sponsor shall serve as the plan administrator responsible for overseeing and supervising the administration of the Plan (the “Plan Administrator” or the “Administrator”) and may designate one or more representatives who may act on behalf of the Plan Sponsor in its capacity as the Plan Administrator. Without relieving the Administrator of any of its obligations under the Plan, the Plan Sponsor hereby engages Gallagher Benefit Services, Inc. (“GBS”) to provide ministerial and non-discretionary Plan Administration Support Services specified in Addendum C hereto and in the other Plan Documents or otherwise at the direction of the Plan Sponsor or Administrator (in such capacity, GBS shall be referred to herein and in the Plan Documents as the “HRA Service Manager”). The Plan Sponsor authorizes and directs the HRA Service Manager to assist the Administrator in the performance and execution of all the duties, powers, and responsibilities of the Plan Adoption Agreement – Plan Adoption
Administrator specifically defined in the Plan Documents, subject to the approval and direction of the Administrator or Plan Sponsor for any such duties, powers, or responsibilities that require the discretion of the Administrator or that are not otherwise specifically prescribed in the Plan Documents, such assistance to include without limitation the specific non-discretionary and ministerial Plan Administration Support Services described herein and in the Plan Documents. The HRA Service Manager acknowledges and agrees that the performance of the services hereunder by the HRA Service Manager and its agents and subcontractors shall be performed in a manner reasonably intended to comply with applicable law and the terms of the Plan and with a standard of care, skill, and diligence consistent with practices and procedures used in well-managed operations performing services comparable to the services to be performed by the HRA Service Manager hereunder. In addition, the HRA Service Manager will, and will cause each of its subcontractors to, obtain and maintain at its own cost all licenses and registrations required by state and federal law to operate its business and to perform the services hereunder. The Plan Sponsor acknowledges and agrees that the appointment of the HRA Service Manager to perform its services is not intended to transfer fiduciary liability to the HRA Service Manager. To the extent the Plan Sponsor delegates duties or responsibilities to the HRA Service Manager, the HRA Service Manager is not making discretionary decisions in fulfilling those duties or responsibilities. Examples of delegated duties include, but are not limited to, the publication of a summary plan description or summary of material modifications, the implementation of other forms or literature as required, or any other delegated duties and responsibilities required for plan administration purposes. The HRA Service Manager acknowledges that to the extent the HRA Service Manager exercises discretion with respect to the operation and administration of the Plan, other than ministerial and non-discretionary Administration Support Services, the HRA Service Manager may be considered a fiduciary under certain law with regard to those discretionary decisions.
(c) Role of the HRA Service Manager. The powers and responsibilities of the HRA Service Manager specified herein and in the other Plan Documents for each Participating Trust and its underlying Plans are non-discretionary and are intended for the purpose of effecting the efficient administration of this Master Trust and each Participating Trust and Plan for the benefit of and subject to the direction or approval of the Plan Sponsor, Employer, Administrator, or Employee Representative for such Plan, as specified herein or in the Plan Documents, and such powers and responsibilities are subject to the HRA Service Manager’s right to resign and the Plan Sponsor’s right to remove the HRA Service Manager under the applicable Plan Adoption Agreement. (d) Execution of Master Trust. The Plan Sponsor agrees to execute and direct the authorized signatory for the Participating Trust to execute the Master Trust Adoption Agreement pursuant to which the Participating Trust adopts and enters into the Master Trust, through which the Master Trustee will serve as a custodian and directed trustee on behalf of the Participating Trust and the Plan. (e) Investment Manager. The Plan Sponsor hereby agrees to the appointment and engagement of the investment management firm identified in Addendum D (the “Investment Manager”), as a fiduciary and, if the Plan is governed by ERISA, as an ERISA 3(38) or 3(21) investment manager, as applicable, with respect to the services Plan Adoption Agreement – Plan Adoption
expressly set forth in Addendum D or in a contract between the Plan Sponsor and the Investment Manager described in or attached to Addendum D (the “Investment Management Contract”). The authority and responsibility of Investment Manager in such capacity shall be subject to the terms and conditions set forth in the Investment Management Contract, and except as expressly provided in the Investment Management Contract and the Master Trust. Nothing in this Plan Adoption Agreement or the HealthInvest Plan Documents authorizes the Investment Manager to participate in, exercise or perform, and the Investment Manager shall not be responsible for nor participate in, exercise or perform, any duties or matters except as set forth in the Investment Management Contract. Except as specifically set forth in the Investment Management Contract, the HRA Service Manager shall have no duty to the Plan Sponsor, Participating Employers, Participants or any covered individual or beneficiary under the Plan to monitor the performance of such Investment Manager.
(f) Subcontractors of HRA Service Manager. In addition to the appointment of the Master Trustee, the Investment Manager (if applicable), and any other agents or subcontractors directly engaged by the Plan Sponsor or Plan Administrator to perform services under the Plan, the Plan Sponsor hereby authorizes the HRA Service Manager to designate one or more agents or sub-contractors to carry out any administrative services to be performed by the HRA Service Manager, including one or more HealthInvest Plan Representatives identified in Addendum C attached hereto to provide record-keeping, financial and regulatory reporting, customer service, and claims and contribution processing services. The Plan Sponsor authorizes the HRA Service Manager, and the HRA Service Manager agrees, to engage or change and otherwise deal directly with all such agents or sub-contractors, as specified in the Plan Documents, and further authorizes the HRA Service Manager to arrange for the reasonable and necessary compensation and expenses of all Plan service providers (including those engaged directly by the Plan Sponsor or the Administrator) to be paid out of the fees of the HRA Service Manager or out of Plan assets by assessment of Participant Accounts and Employer Accounts, as Plan administration expenses, all of which are either (i) identified as Administrative Fees and Expenses in Addendum C hereto or (ii) otherwise approved in writing by the Plan Sponsor to be properly payable out of Plan assets.
(g) Contributions from Plan Sponsor. The Plan Sponsor hereby agrees to contribute to a custodial account established by the Master Trustee, and directs the HRA Service Manager to cause all Plan and Trust assets to be deposited, invested, and distributed in accordance with and subject to the provisions, limitations, and requirements, of the Plan Documents. Contributions to the Plan shall be deposited with the Master Trustee directly from the Plan Sponsor by wire transfer or as otherwise directed by the Plan Sponsor in writing. Plan assets held with the Master Trustee may be registered or deposited in the name of the Master Trustee, the HRA Service Manager, or other custodian, nominee, or agent, without disclosing the name of the Plan Sponsor, the Administrator, or the Plan and, for any Accounts allocated to individual Participants and Employers for directed investing, shall be invested based upon the investment directions of such Participants and Employers. (h) Plan Document Amendments; Amendments to Wrap Documents. It is understood and agreed by the Plan Sponsor that the GBS proprietary HealthInvest HRA Plan Documents, as amended, restated, or replaced from time to time, will be used by Plan Adoption Agreement – Plan Adoption
multiple plan sponsors and employers who have adopted the HealthInvest HRA Plan and for which the HRA Service Manager and other service providers to the Plan provide Plan Administrative Support Services, and that unilateral amendments requested by the Plan Sponsor may not be accepted by the HRA Service Manager if the HRA Service Manager determines that it would be unable to amend all such plans or would be unable to effectively provide such services to the Plan Sponsor’s plan or plans of other plan sponsors in the light of such proposed amendment. Accordingly, any Plan amendment proposed by the Plan Sponsor must be submitted to the HRA Service Manager, and such amendment shall not take effect until the HRA Service Manager delivers written acceptance of such amendment.

In order for any amended or restated Wrap Document to be considered incorporated and included herein, revisions or amendments to such documents must be provided in writing thirty (30) days’ in advance of implementation to the HealthInvest HRA Service Manager.

The Plan Sponsor’s right to unilaterally amend the Plan or any Wrap Document is subject to the HRA Service Manager’s right to resign and the Plan Sponsor’s right to remove the HRA Service Manager pursuant hereto and the Plan Documents. (i) Resignation or Removal of HRA Service Manager. The HRA Service Manager may resign and terminate this Plan Adoption Agreement at any time by giving notice in writing to the Plan Sponsor at least one hundred-eighty (180) days before such resignation is to become effective, unless such notice is waived by the Plan Sponsor.

The Plan Sponsor may remove the HRA Service Manager and terminate this Plan Adoption Agreement, with or without cause, by giving notice in writing to the HRA Service Manager at least ninety (90) days before such removal is to become effective, unless such notice is waived by the HRA Service Manager. The Plan Sponsor may remove the HRA Service Manager if it objects to any amendments to the Plan Documents by giving notice in writing to the HRA Service Manager at least thirty (30) days before such removal is to become effective, unless such notice is waived by the HRA Service Manager. If the HRA Service Manager resigns or is removed for any reason, the Plan Sponsor shall transfer all Plan assets pursuant to the provisions of Plan Documents prior to the effective date of such resignation or removal, unless a longer time period for transfer is agreed upon in writing between the HRA Service Manager and the Plan Sponsor. The HRA Service Manager shall not be liable for the acts or omissions of any prior or successor Administrator or service provider providing one or more similar services to the Plan as provided by the HRA Service Manager, and, to the fullest extent permitted by applicable law, the Plan Sponsor indemnifies and holds harmless the HRA Service Manager for any losses, damages, or other liability incurred by the HRA Service Manager as a result of the actions or omissions of any prior or successor Administrator or service provider providing one or more similar services to the Plan. The Plan Sponsor’s right to remove or replace the HRA Service Manager and certain other HealthInvest Plan Representatives may be subject to certain requirements set forth in the Plan Documents.
(j) Other Plan Representatives. Neither the Administrator nor the Plan Sponsor shall have the authority to remove a Plan Representative that has been engaged directly by the HRA Service Manager as a subcontractor of the HRA Service Manager to perform services or fulfill some or all of the responsibilities or obligations of HRA Service Manager under the Plan; provided, however, that if the Plan Sponsor removes a HealthInvest Plan Representative, the Plan Sponsor shall transfer all Plan assets to another administration service provider or another welfare benefit fund pursuant to the provisions of Section 8.2 Plan Adoption Agreement – Plan Adoption
of the HealthInvest HRA Plan Coverage Documents prior to the effective date of such removal, unless the transfer period requirement is waived or a longer time period for transfer is agreed upon in writing by the HRA Service Manager. Resignation, removal, and replacement of a Plan Representative that was engaged directly by the Plan Sponsor or Administrator in a separate written agreement shall be determined according to any rules, policies, procedures, or contractual arrangements between the Plan Sponsor and such Plan Representative.
(k) Wind-down; Successor Service Provider. In connection with any termination of this Plan Adoption Agreement by either party hereto, the HRA Service Manager will use best efforts to cooperate with the Plan Sponsor and any Administrator or service provider that is the successor to the HRA Service Manager to comply with reasonable requests to accomplish an orderly transition of business and, on or before the termination date, transfer of functions, books, records, documentation, data, monies and other plan assets. Prior to the termination date, the HRA Service Manager will provide all necessary staff, services, and assistance required for such orderly transfer, including participation by appropriate personnel in periodic conference calls to effect a smooth transition. For a period of seven years following any termination of this Plan Adoption Agreement, the HRA Service Manager will (i) maintain all participant-level paperwork and documentation and, upon request and at the Plan Sponsor’s expense, deliver or makeavailable to the Plan Sponsor all or any portion of such paperwork and documentation in a manner reasonably acceptable to Plan Sponsor and (ii) cooperate and assist with any audit, examination, review, or inspection of the Plan Sponsor’s HRA Plan for which the HRA Service Manager is maintaining such records.

3. Plan Design. Specific terms of the Plan, including the Plan Effective Date, Plan Year, revocability options, the class or classes of employees to be covered by the Plan, applicable HRA survivor benefit rules, and the contribution policies for each class of employees, are specified in Addendums A and B hereto. The Plan Sponsor agrees that, annually, and otherwise upon the reasonable request from the HRA Service Manager, the Plan Sponsor will provide the HRA Service Manager with any Wrap Documents (subject to acceptance by the HRA Service Manager of the Wrap Document terms and conditions), census reports, current collective bargaining agreements, employment contracts, employer policies, or other information requested by the HRA Service Manager to assist the HRA Service Manager in the performance of its duties under the Plan Documents. The Plan Sponsor further agrees that the HRA Service Manager shall have the right to rely on information provided by the Plan Sponsor with respect to employee eligibility and contribution funding policies in the performance of its duties hereunder and under the Plan Documents but shall have no obligation to confirm the Plan Sponsor’s or a Participating Employer’s compliance with such agreements, contracts, or policies or whether such agreements, contracts, or policies comply with applicable law.

4. Contributions.
(a) The Plan Sponsor acknowledges and agrees that contribution(s) to the Plan will be made in accordance with obligations, policies or procedures that have been incurred or established by the Plan Sponsor or Participating Employers (pursuant to contractual agreements, collective bargaining, employer policy, or otherwise) and that neither the HRA Service Manager, nor its officers, representatives, employees, agents, or sub-contractors, Plan Adoption Agreement – Plan Adoption
or anyone acting on behalf of or with respect to the Plan, has the right, duty or power to determine the amount to be contributed or to collect the amount to be contributed. (b) The Plan Sponsor acknowledges and agrees that, except for premiums for COBRA continuation coverage or mandatory or other forms of employee contributions permitted by applicable law, no direct or indirect employee contributions or salary reduction contributions will be made to the Plan based upon voluntary elections by individual employees.
(c) At the time any contribution is made to the Plan, the Plan Sponsor or Participating Employer shall direct the HRA Service Manager as to the amount of such contribution to be allocated to each Participant Account and to any Employer Account. If there is a predetermined method or formula for such allocations set forth in Addendums A and B, the Plan Sponsor’s or Participating Employer’s allocation instruction shall be consistent therewith. However, the Plan Sponsor acknowledges and agrees that it shall be the Plan Sponsor’s and/or Participating Employer’s responsibility to determine the amount allocated to each Participant Account and any Employer Account, and the HRA Service Manager shall make such allocations solely in accordance with the Plan and the Plan Sponsor’s or Participating Employer’s specific directions and shall not be required to verify that such contribution instructions are consistent with Addendums A and B.

5. Indemnification and Liability. The Plan Sponsor, any Participating Employer, and the HRA Service Manager (each an “Indemnifying Party”) agree, to the fullest extent permitted by applicable law, to indemnify and hold harmless the other (the “Indemnified Party”) and its affiliates, agents and sub-contractors, and each of their officers, employees, successors, and assigns against all costs, expenses, liabilities and damages (“Losses”) resulting from any negligent action or inaction, intentional misconduct, or breach of this Plan Adoption Agreement, the Plan, any Plan Document, or violation of any applicable law or rules, policies or procedures established or adopted in connection therewith on the part of the Indemnifying Party, or any of its officers, employees, agents, or Participating Employers (if applicable). Neither the HRA Service Manager, nor any agent or sub-contractor of the HRA Service Manager, nor any of their affiliates, officers, employees, successors, or assigns, shall have any liability, duty or other obligation with respect to actions or omissions of the Plan Sponsor or any of its Participating Employers (including incomplete or incorrect data or other information provided by the Plan Sponsor or any Participating Employer or Participant) or of any custodian, trustee, investment advisor or other service provider that is not acting under the direction or control of the HRA Service Manager. Neither the Plan Sponsor, nor any agent or sub-contractor of the Plan Sponsor (not including the HRA Service Manager), nor any of their affiliates, officers, employees, successors, or assigns, shall have any liability, duty or other obligation with respect to actions or omissions of the HRA Service Manager or any of its subcontractors (including incomplete or incorrect data provided by the HRA Service Manager or any of its subcontractors) or of any custodian, trustee, investment advisor or other service provider that is not acting under the direction or control of the Plan Sponsor. To the extent the HRA Service Manager or any other Plan Representative incurs any costs, expenses, liabilities or damages in connection with the timeliness or correctness of amounts contributed to the Plan or transferred to the Plan from another welfare benefit plan, then the Plan Sponsor and Participating Employer (but only to the extent either is responsible for the same) agree to indemnify and hold harmless the HRA Service Manager, and other Plan Representatives with respect to such costs, expenses, liabilities or damages. Notwithstanding anything in this Plan Adoption Agreement to Plan Adoption Agreement – Plan Adoption
the contrary, neither Indemnifying Party shall be liable for any punitive, consequential, special, or indirect Losses, whether or not the likelihood of such Losses was known by that party.

Furthermore, the aggregate liability hereunder of either Indemnifying Party to the other for claimed Losses or damages shall not exceed $1,000,000. This provision applies to the fullest extent permitted by applicable law.

6. No Guarantees. The Plan Sponsor acknowledges and agrees that there may be loss or depreciation of the value of any investment due to the fluctuation of market values and that neither the HRA Service Manager, Investment Manager, nor any other service provider to the Plan guarantees the Plan or any Participant Account or Employer Account thereof from loss or decline in value, or the payment of any amount that may become due to any person thereunder. Nothing contained in the Plan or any trust document shall constitute a guarantee by the HRA Service Manager, Investment Manager, or any other person that the assets of the Plan will be sufficient to pay any benefit to any person or make any other payment; payments to be paid to Participants or the Plan Sponsor or a Participating Employer from the Plan are limited to the assets remaining in the applicable Participant Account or Employer Account at the time payment is made and such other limits as may apply based upon the Plan Sponsor’s plan design and applicable law.

7. Compensation and Expenses. The Plan Sponsor accepts and agrees to the schedule of fees and expenses set forth in Addendum C and acknowledges and agrees that, to the extent permitted by law, and except as otherwise specified in Addendum C, such fees and expenses will be paid out of Plan assets, to be allocated to Participant Accounts and Employer Accounts in the manner described in Addendum C or as otherwise determined by the Plan Sponsor. The HRA Service Manager shall provide the Plan Sponsor advance written notice of any increase or decrease in fees or expenses of the Plan, including any increases or decreases attributable to changes in elections under this Agreement, and the Plan Sponsor agrees that it shall be deemed to have approved any such change in fees or expenses, subject to the Plan Sponsor’s right to remove the HRA Service Manager and the HRA Service Manager’s right to resign as provided herein and in the Plan document.

8. Plan Sponsor Amendments to Plan Elections. The Plan Sponsor may amend its elections under this Plan Adoption Agreement at any time, provided, however, that (1) no such amendment may be inconsistent with the terms of the Plan, (2) any such amendment shall be subject to acceptance by the HRA Service Manager (including confirmation that the HRA Service Manager can continue to provide Plan Administration Support Services on behalf of the Plan Sponsor and participating plan sponsors) and the Plan Sponsor’s acceptance of any additional fees or charges that may result from such changes by the Plan Sponsor in its Plan elections, (3) to the extent that contributions have been made on behalf of any Participant and have vested prior to the effective date of the amendment, such amendment may not increase the term of any vesting schedule with respect to such contributions, unless participant or his or her bargaining representative agree to the increase and (4) with respect to Plan contributions made before the effective date of the amendment, such amendment may not modify the revocability elections of Addendum A hereto to allow additional amounts to be returned to the Plan Sponsor.

9. Governing Documents. The Plan Sponsor hereby adopts and establishes such rules, policies and procedures as are set forth in the Plan Documents or Plan forms and materials, as the same may be amended from time to time. To the extent not set forth therein, and subject to the Plan Sponsor’s right to remove the HRA Service Manager herein and in the Plan Documents, Plan Adoption Agreement – Plan Adoption
the HRA Service Manager is hereby authorized and directed to establish such rules, policies, practices and procedures, and amendments to the Plan Documents as it deems appropriate for the administration of the Plan, all of which shall govern the Plan and be binding upon the Plan Sponsor, Plan Administrator, Participating Employers, Participants, and other individuals who may be entitled to Benefits from a Participant Account.

10. Construction of Documents. The Plan, the Plan Adoption Agreement, along with any applicable Wrap Documents and each Enrollment File are all parts of a single, integrated employee benefit system and shall be construed together. Where necessary or appropriate to the meaning thereof, the singular shall be deemed to include the plural, the plural to include the singular, the masculine to include the feminine, the feminine to include the masculine. Any written document referenced herein, including any Plan Document, shall mean such document as amended and restated from time to time.

11. Terms Incorporated by Reference; Conflicting Provisions. Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the other applicable Plan Documents. In the event there is a conflict among the terms of two or more documents or in the definition ascribed to any term in two or more documents, interpretation shall be determined by reference first to the Plan Sponsor Contract (defined below), if any, then to any Wrap Documents, then to the Master Trust, then to the Master Trust Adoption Agreement, then the applicable HRA Plan Document, then to the Summary Plan Description, then to this Plan Adoption Agreement, then to the applicable Enrollment File, and then to the Participating Trust Document.

12. Prior or Contemporaneous Agreements.
(a) Except as provided in subsection (b) of this Section, this Plan Adoption Agreement supersedes all prior or contemporaneous agreements or understandings between the Plan Sponsor and GBS, whether oral or written, regarding the matters pertaining hereto that are not specifically referenced and made a part of this Plan Adoption Agreement. This Plan Adoption Agreement may be amended only in writing, and no purported oral agreement or understanding, or conduct or course of conduct, will be binding on any party hereto, unless reduced to writing and executed by authorized officers of all parties hereto.
(b) If the Plan Sponsor and GBS have entered into a separate written agreement governing the terms and conditions of GBS’s services as the HRA Service Manager for the Plan Sponsor, such agreement shall be referred to herein as the “Plan Sponsor Contract” and attached hereto as Addendum F. In the event of a conflict between this Plan Adoption Agreement and the Plan Sponsor Contract, the terms of the Plan Sponsor Contract, shall at the election of either the Plan Sponsor or GBS, control.

13. Notices. Any notice required or permitted under this Agreement or the Plan Documents shall be in writing and shall be deemed delivered when deposited in the United States mail, postage prepaid, certified mail, return receipt requested, addressed to the respective parties at the addresses set forth below and in Addendum C with respect to the Investment Manager and Plan Adoption Agreement – Plan Adoption
in the other Plan Documents for any other Plan Representative engaged directly by the Plan Sponsor.
(a) The address for delivery of all communications to the Plan Sponsor are set forth on the Plan Sponsor Data Sheet attached to this Plan Adoption Agreement. (b) The address for delivery of all communications to the HRA Service Manager shall be:

ATTN: HRA Service Manager
Gallagher Benefit Services, Inc.
221 N Wall St, Suite 201
Spokane, WA 99201
(509) 838-5571

14. HIPAA Requirements and Certification; Applicability of State Laws; and Applicability of Nondiscrimination Rules.
(a) Plan Sponsor acknowledges that the Plan is a “Covered Entity” and meets the definition of a “Health Plan,” as such terms are defined under the Health Insurance Portability and Accountability Act of 1996, as the same may be amended from time to time (“HIPAA”) and the regulations thereunder, as the same may be amended from time to time (“HIPAA Regulations”). The Plan Sponsor agrees to execute the HIPAA Business Associate Agreement attached hereto as Addendum E and to execute any amendments thereto or replacements thereof as required by law. Plan Sponsor and its Participating Employers may be required to adopt certain policies and procedures on behalf of the Plans that are prescribed by HIPAA and the HIPAA Regulations. Plan Sponsor accepts responsibility for compliance with HIPAA and the HIPAA Regulations for itself and on behalf of any Participating Employers. The Plan Sponsor hereby acknowledges that the Plan incorporates the provisions of 45 C.F.R. § 164.504(f)(2)(ii), and the Plan Sponsor hereby agrees to the conditions of disclosure described therein. (b) Plan Sponsor acknowledges that various state laws applicable to the Plan Sponsor or Participating Employers may affect certain aspects of the Plan or the Plan Sponsor’s ability to adopt the Plan. These may include, without limitation, state laws regarding the investment of public funds, the permissibility of the Plan Sponsor to act as a trustee or fiduciary, conflicts with other statutory or state-sponsored plans, state agency reporting requirements, and the applicability of state income taxes. Plan Sponsor should seek the advice of its own legal or tax counsel for such state-law issues. (c) Plan Sponsor acknowledges that IRC § 105(h) prescribes nondiscrimination rules with respect to eligibility and the contributions to and benefits of the Plan. Plan Sponsor acknowledges that neither the HRA Service Manager, nor any of its affiliates, subcontractors, agents, representatives, officers, or employees accepts any responsibility for Plan Sponsor’s compliance with IRC § 105(h) and that the Plan Sponsor will review its own collective bargaining agreements, and eligibility and contribution policies with its own legal and tax counsel to confirm compliance with these legal requirements.

Plan Adoption Agreement – Plan Adoption

15. Counterparts. This Plan Adoption Agreement may be executed in one or more counterparts, each of which shall constitute an original, and all of which together will constitute one and the same agreement. Facsimile delivery transmission or electronic delivery in portable document formation (“.pdf”) or tagged image formation (“.tiff”) by any party hereto of its executed counterpart shall constitute the valid and binding execution hereof by such party.

16. Assignability. This Agreement calls for the personal services of the HRA Service Manager and for certain financial and other specified obligations of Plan Sponsor. The HRA Service Provider shall not assign its rights or obligations hereunder, without the prior written consent of the Plan Sponsor. The Plan Sponsor shall not assign its rights or obligations hereunder, without the prior written consent of the HRA Service Provider. Notwithstanding the foregoing, the HRA Service Provider shall have the right to assign this Agreement to any successor to all or substantially all of its assets and business by dissolution, merger, consolidation, transfer of assets or otherwise, or to any entity owned or controlled by Arthur J. Gallagher & Co., without the prior consent of the Plan Sponsor.

17. Successors and Assigns. This Plan Adoption Agreement shall be binding upon and shall inure to the benefit of the parties hereto and each of their respective successors and assigns to the extent permitted hereby.

18. Governing Law; Jurisdiction. This Plan Adoption Agreement shall in all respects be interpreted, enforced and governed in and under the laws of the state of domicile of the Plan Sponsor, without reference to choice of law principles. Should any provision of this Plan Adoption Agreement be declared or determined by any court to be illegal or invalid, the validity of the remaining parts shall not be affected thereby and the illegal or invalid part shall be deemed not to be a part of this Plan Adoption Agreement. Any dispute arising under or in connection with this Plan adoption Agreement shall be subject to the exclusive jurisdiction of the state or federal courts located in Washington.

19. [Reserved].

The remainder of this page is left blank intentionally.

Addendum B – Participant Account Elections – Plan Adoption HealthInvest HRA

INSTRUCTIONS FOR PARTICIPANT ACCOUNT ELECTIONS
This Addendum B allows a Plan Sponsor to:
x Establish one or more Participant Account types
x Indicate which eligible Employee group(s) will be receiving contributions to one or more Participant Account types
x Provide a brief description for each Participant Account type as you would want it to appear on Participant Communication. Descriptions are usually based on either the type of contribution, type of coverage, or eligible employee group. For example: Monthly Contributions (In-service Benefits); Annual Contributions (Post-separation Benefits Subject to Vesting); Separation Pay; Executive Premium-only Coverage; Administrators; Professional Staff; Support Staff; etc. x Choose the benefits for each Participant Account type The number of Participant Account types a Plan Sponsor establishes may be dependent upon its chosen or negotiated Plan design, compliance with certain Affordable Care Act (ACA) rules, or compliance with applicable nondiscrimination rules when making contributions on behalf of highly compensated individuals (HCIs), etc.

Participant Account Types.

The In-service HRA Plan pays benefits (subject to vesting requirements) while the employee is actively employed and continuing after retirement or other separation from service from the Employer. The Post-separation HRA Plan pays benefits only after eligible Employees meet all vesting requirements and also retire or otherwise separate from service from the Employer. The Post-separation, premium-only plan design is generally used to provide additional benefits to highly compensated employees and pays benefits only for qualified premiums incurred after eligible Employees meet all vesting requirements and also retire or otherwise separate from service from the Employer.

Multiple Account Options. It is possible that one or more eligible Employee groups (or certain eligible Employees within the same Employee group) may receive contributions to more than one Participant Account type. For example, you may make a $100 per month contribution into the Inservice HRA Plan for all eligible employees and an additional $75 dollars per month for HCIs into the Post-separation HRA Plan that is limited to executive premium-only benefits and subject to vesting.

On the Enrollment File for each eligible group, the Plan Sponsor or Participating Employer must specify the one or more Participant Account types into which the Participants are enrolling. The Plan Sponsor must also submit separate or combined contribution remittance reports for each Participant Account type into which contributions are being made based upon the number (division code) assigned to each Participant Account type by the HRA Service Manager (e.g., “001”, “002” or “003”, etc.).

Addendum B – Participant Account Elections – Plan Adoption Default Post-separation Contributions. For contributions to the In-service HRA Plan for a particular Employee group, some Employees may not meet the ACA integration requirements that require the Employee to be covered by a group health plan at the time the contribution is credited. This will result in some eligible Employees within the same group receiving contributions into the In-service HRA Plan and other eligible Employees receiving contributions into the Post-separation HRA Plan, which is not subject to the ACA integration requirements.

Example: The Plan Sponsor or Participating Employer intends to make a contribution of $100 per month into the In-service HRA Plans with 100% vesting. From time to time, if any Employees within that group do not meet the ACA integration requirements under any of the In-service HRA Plans, applicable law requires that the $100 monthly contribution for these Employees must be directed into a separate Participant Account type with 100% vesting under the Post-separation HRA Plan. These contributions are referred to as “Default Post-separation Contributions.” This Default Post-separation Participant Account type will be automatically established by the HRA Service Manager to accommodate Default Post-separation Contributions on behalf of any Employees who do not meet the ACA integration requirements from time to time.

Addendum C – Plan Adoption
HealthInvest HRA Plan

ADMINISTRATIVE FEES SCHEDULE
The following schedule of administrative fees will apply. Administrative fees include expenses for routine operation, administration, and regulatory compliance for the Plan.

1. Monthly Per Participant Account Fee:

This amount will be deducted once per calendar month from Participant Accounts unless Employer elects below to pay this fee.

Check here if Employer will pay. Monthly account fees will be invoiced to Employer monthly. Invoiced amounts shall be due and payable by Employer within 30 days.

2. Annualized Participant Account Fee:

This fee will be prorated and deducted from Participant Accounts on a daily basis at a rate of 1/365 of the listed annualized fee unless Employer elects below to pay this fee.

Check here if Employer will pay. Annualized participant fees will be calculated and invoiced to Employer monthly. Invoiced amounts shall be due and payable by Employer within 30 days.

3. Employer Set-up Fee:

Employer will be invoiced at time of Plan adoption. Invoiced amounts shall be due and payable by Employer within 30 days.

4. Employer Annual Fee:

Employer will be invoiced beginning in year two and each year thereafter. Invoiced amounts shall be due and payable by Employer within 30 days.

5. Trust-level Expenses:

Employer will be invoiced beginning in year two and each year thereafter. Invoiced amounts shall be due and payable by Employer within 30 days.

Expenses related to the overall operation of the Plan Sponsor Trust on behalf of all participating employers, including, but not limited to, annual audit, completion and filing of IRS Form 990 return, legal fees, fiduciary liability insurance or fidelity bond(s) :DLYHG
:DLYHG
:DLYHG
N/A

9.5 bps
Addendum C – Plan Adoption
purchased as permitted by the Plan Documents, and other expenses incurred as part of the administration of the Trust, and split in accordance with the Plan Documents. ܆ Check here if Employer will pay.
܆ Check here if Trust-level Expenses should be split equally among Employer’s Participant Accounts.

6. Termination/Transfer Fee:

Employer will be invoiced at the time of termination/transfer. Invoiced amounts shall be due and payable by Employer within 30 days.

7. Annual Patient-Centered Outcomes Research Institute (PCORI) Fee:

The PCORI Fee is an annual per-participant fee assessed by the federal government as required under federal healthcare reform regulations. The PCORI fee increases each year (through Plan Years beginning in 2029) based on increase in the projected per capita amount of national health expenditures.

Unless the Plan Sponsor elects otherwise, for non-ERISA Plans that are subject to this fee, the account of any Participant who is eligible to file claims will be charged a prorated portion of this annual fee once every three months during the Plan Year beginning in 2017 through the Plan Year beginning in 2029, or as otherwise mandated by federal law.

For ERISA-governed plans that are subject to this fee or if elected by the Plan Sponsor, the fee will be calculated by the HRA Service Manager, in consultation with the Plan Sponsor, and payable by the Plan Sponsor. The fee applies to claims eligible participants only and does not include their spouses and dependents. The amounts collected will be remitted to the federal government to fund patient-centered outcomes research.

Check here if Employer will pay.

This Administrative Fee Schedule does not include investment fund operating expenses. Fund operating expenses vary by fund and are expressed in Plan literature as an annualized percentage of assets. Fund operating expenses are applied at the fund level.

Additional Fee Information:
:DLYHG
✔

PLAN ADMINISTRATION SUPPORT SERVICES
Plan Administration Support Services that may be provided by the HRA Service Manager or any subcontractor of the HRA Service Manager shall include non-discretionary assistance and support for the Administrator in the performance of all duties, powers, and responsibilities of the Administrator specifically set forth in the Plan Documents, policies, or procedures, and other Plan forms and materials (as the same may be amended from time to time) and other non-discretionary duties powers, and responsibilities approved or directed by the Plan Sponsor from time to time, including without limitation the following administration support services:

1. Provide assistance to Plan Sponsor with Plan design elections and completion of plan adoption documents.

2. Provide Plan Sponsor with Plan adoption/welcome package after receipt of a completed adoption materials in good order.

3. Design and print Plan literature (including, but not limited to, enrollment forms, claim forms, investment allocation forms, question-and-answer forms, Plan Summary/Summary Plan Description, etc.).

4. Maintain an inventory of necessary forms and literature.

5. Draft, create, and make any changes to Plan documents, Plan forms, Plan materials, Plan literature, and Plan policies and procedures as are routine, desirable, or necessary to improve the efficiency and effectiveness of the operation of the Plan, clarify ambiguities for the benefit of the Administrator, Plan Sponsor, or Eligible Participants, and to comply with applicable legal requirements.

6. Assist with communication between, and coordinate the activities of, all subcontractors and service providers to the Plan.

7. Facilitate payment of operating expenses of the Plan in accordance with the Plan Documents and direction of the Administrator.

8. Provide reasonable assistance and services necessary to obtain or make all necessary regulatory or other governmental filings, registrations and approvals for this Plan, including providing information and reports to the Plan Sponsor. x Quarterly Fund Activity Summary. Covers contributions, Investment earnings, and distributions on an aggregate basis;
x Quarterly and Annual Trust Statements. Includes balance sheets, as well as income and expense statements;
x Disbursement Report. Quarterly report containing aggregate claims paid by category: medical, dental, vision, prescriptions and premiums; x Other Reports. The HRA Service Manager will provide other reports that are reasonable and customary, including transaction reports confirming contributions.

9. Maintain and provide access to all records of the custodian, the HRA Service Manager and others relative to the Plan as needed for Plan and Trust audits.

10. Provide recordkeeping services for Participant and any Employer Accounts.

11. Provide ministerial claims reimbursement services to Participants and the Plan Sponsor (for any Employer Accounts). Claims reimbursement services include determination if a receipt is valid and covers a qualified expense under IRC § 213(d), and delivery of all applicable notices required in the Plan document. Any determination on appeal requiring discretion must be approved in writing by the Administrator. Claims reimbursement services may include a healthcare debit card for participants to use for certain permitted expenses, as negotiated and subject to terms and conditions of the card vendor.

12. Provide customer care center (call center) service and assistance to Participants relating to enrollment, Plan benefits, account changes, investment allocations, website and other Plan questions and assistance.

13. Provide technical, compliance, and educational support to the Plan Sponsor and Eligible Participants.

14. Draft periodic Plan Sponsor and Participant communications regarding legal and compliance updates, participant rights and responsibilities, and reminders regarding Plan benefits, policies, and procedures, etc.

15. Prepare and deliver notices and documents to Participants and Plan Sponsor as necessary, desirable, or required by law, or as otherwise agreed.

16. Recommend and implement operational and compliance policies and procedures for the effective and efficient and compliant operation of the Plan.

17. Provide custodian and transfer agent services with respect to all Plan assets.

18. Assist with the investigation of errors reported to the Plan by the Plan Sponsor or Participants.

EXHIBIT VI

HIPAA BUSINESS

ASSOCIATE AGREEMENT

EXHIBIT VI

HRA HIPAA BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (“BA Agreement”) supplements and is made part of the Administrative Services Agreement entered into between City of Anaheim (“Covered Entity”) and EMPOWER RETIREMENT, LLC (“Business Associate”) on July 1, 2025, and is effective as of the effective date of the Administrative Services Agreement (the “Effective Date”).

RECITALS
Covered Entity is a group health plan that reimburses medical expenses for eligible participants, their spouses, and their dependents. Under the Health Information Portability and Accountability Act of 1996 (“HIPAA”), Covered Entity is required to enter into this BA Agreement to obtain satisfactory assurances that Business Associate will appropriately safeguard all Protected Health Information (“PHI”), as defined herein, that is created, maintained, received, or transmitted by Business Associate on behalf of Covered Entity.

Business Associate is a record keeper providing administrative services to Covered Entity. In general, Business Associate will not have access to information that would traditionally be considered PHI because participant medical information used to substantiate reimbursements is sent directly to and reviewed by a third-party claims processor. The third-party claims processor has agreed to protect PHI that it creates, maintains, receives, or transmits in a manner that is consistent with and as stringent as the terms agreed to by Business Associate under this BA Agreement with respect to information that could be considered PHI. Business Associate has access to information that might be interpreted as PHI, including an individual’s participation in the plan, reimbursement amounts, and the timing of reimbursements.

In consideration of the mutual promises below and the exchange of information pursuant to this BA Agreement and in order to comply with all legal requirements for the protection of this information, Covered Entity and Business Associate agree as follows:

1. DEFINITIONS
a. The following terms used in this BA Agreement shall have the same meaning as those terms are defined in the HIPAA Rules: Breach, Data Aggregations, Designated Record Set, Disclosure, Health Care Operations, Minimum Necessary, Notice of Privacy Practices, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.
b. “Administrative Services Agreement” refers to a separate agreement outlining the services Business Associate will provide to Covered Entity and the terms and conditions governing the provision of such services. The Administrative Services Agreement is made between EMPOWER RETIREMENT, LLC and City of Anaheim or its sponsor, acting on behalf of City of Anaheim.
c. “Business Associate” shall have the same meaning as the term “business associate” at 45 CFR 160.103, and in reference to this BA Agreement shall mean EMPOWER RETIREMENT, LLC.
d. “Covered Entity” shall have the same meaning as the term “covered entity” at 45 CFR 160.103, and in reference this BA Agreement, shall mean City of Anaheim. e. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.
f. “Privacy Rule” shall mean the Privacy Standards and Implementation Specifications at 45 CFR 170 and 164, Subparts A and E.
g. “Protected Health Information” (“PHI”) shall have the same meaning as the term “protected health information” in 45 CFR § 160.103, limited to the information created, received, maintained, or transmitted by Business Associate from or on behalf of Covered Entity pursuant to this Agreement.
h. “Security Rule” shall mean the Security Standards and Implementation Specifications at 45 CFR Parts 160 and 164, Subparts A and C.
i. “Subcontractor” shall have the same meaning as the term “subcontractor” in 45 CFR § 160.103.

2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
Business Associate agrees to:
a. Not Use or Disclose PHI other than as permitted or required by this BA Agreement or as required by law.
b. Use appropriate safeguards to prevent Use or Disclosure of PHI other than as provided for by this BA Agreement, and comply with subpart C of 45 CFR Part 164 with respect to electronic PHI in Business Associate’s custody or control, to prevent Use or Disclosure of PHI other than as provided for by this BA Agreement. c. Report to Covered Entity any Use or Disclosure of PHI not provided for by the BA Agreement of which it becomes aware not more than 60 calendar days after Business Associate discovers such non-permitted Use or Disclosure, including Breaches of Unsecured PHI as required at 45 CFR 164.410, and any Security Incident for which it becomes aware.
d. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information. e. Make available, within 30 calendar days of the request of Covered Entity, PHI in a Designated Record Set in Business Associate’s custody or control, to Covered Entity, or as Directed by Covered Entity, to an individual, so that Covered Entity may meet its access obligations under 45 CFR § 164.524.
f. Make any amendment(s) to PHI in a Designated Record Set in Business Associate’s custody or control as directed in writing by the Covered Entity pursuant to 45 CFR 164.526 no later than 60 days after receipt of such request, so that Covered Entity may meet its amendment obligations under 45 CFR 164.526.
g. Maintain and make available the information required to provide an accounting of Disclosures to the Covered Entity as requested by Covered Entity in writing and as necessary to satisfy the Covered Entity’s obligations under 45 CFR 164.528. h. Make its internal practices, books, and records, available to the Secretary for purposes of determining compliance with the HIPAA Rules.
i. Not directly or indirectly receive remuneration in exchange of PHI. j. Comply with the administrative simplification rules applicable to standard transactions, if Business Associate conducts such transactions under the electronic data interchange rules on behalf of Covered Entity.
k. To the extent the parties agree that Business Associate will carry out directly one or more of Covered Entity’s obligations under the Privacy Rule, the Business Associate will comply with the requirements of the Privacy Rule that apply to the Covered Entity in the performance of such obligations.

3. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE a. Business Associate may only Use or Disclose PHI as necessary to perform the services set forth in the Administrative Services Agreement and as permitted by this BA Agreement.
b. Business Associate may Use or Disclose PHI as required by law or to report violations of law to appropriate Federal and State authorities, consistent with 45 CFR 164.502(j)(i).
c. Except as otherwise limited by this BA Agreement, Business Associate agrees to make Uses and Disclosures and requests for PHI consistent with the Covered Entity’s Minimum Necessary policies and procedures when such are provided by the Covered Entity to Business Associate, provided that such use and disclosure would not violate the HIPAA Privacy and Security Rules.
d. Business Associate is authorized to de-identify information in accordance with 45 CFR 164.514(a)-(c).
e. Business Associate may not Use or Disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity, except for the specific Uses and Disclosures set forth below.
f. Business Associate may Use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate. g. Business Associate may provide Data Aggregation services relating to the Health Care Operations of the Covered Entity.
h. Business Associate agrees to comply with the HIPAA Privacy Rule & Security Rule with respect to any Electronic Protected Health Information that Business Associate holds.
i. Business Associate will use reasonable and appropriate safeguards and comply with Subpart C of 45 CFR Part 164 to prevent the Use or Disclosure of Protected Health Information other than as permitted or required by this Business Associate Agreement.

Such safeguards must include measures to limit incidental Uses and Disclosures made pursuant to an otherwise permitted Use or Disclosure.
j. Business Associate will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of Covered Entity in compliance with the Security Rule. k. Business Associate will provide initial notification to Covered Entity immediately, but no longer than three (3) business days, of any “Breach” of “Unsecured Protected Health Information,” as these terms are defined in and consistent with, the HITECH Act and any regulations or guidance issued thereunder, including 45 C.F.R. § 164.402 by either Business Associate or one of its Subcontractors or agents. Business Associate will make a written report to Covered Entity’s Privacy Officer as soon as administratively practicable but not to exceed thirty (30) calendar days after Business Associate learns of the facts and circumstances related to the Breach. Such written report will, at a minimum to the extent known, include the names of the individuals whose information was breached, the circumstances surrounding the breach, the date of the breach and date of discovery, the information breached, any steps the individuals should take to protect themselves, the steps Business Associate (or its Subcontractor or agent) is taking to investigate the breach, mitigate losses, and protect against future breaches, and a contact person for more information.
l. If requested by Covered Entity, Business Associate shall notify, at its own cost, the individuals involved, or the media or the US Department of Health and Human Services, as applicable, in accordance with the HITECH Act, and regulations or guidance issued thereunder, including 45 CFR Part 164, Subpart D, provided that Covered Entity shall approve the content of any notification in advance. If requested by Covered Entity, Business Associate shall reimburse Covered Entity for any costs associated with Covered Entity or another party making such notification. For purposes of this provision, Business Associate is considered an independent contractor of Covered Entity. Business Associate will cooperate with Covered Entity in investigating the Breach and in meeting Covered Entity’s obligations under the Breach Notification Rule and any other security breach notification law.
m. Business Associate will report to Covered Entity any confirmed or suspected (a) unauthorized Access, Use, Disclosure, modification, or destruction of Electronic Protected Health Information or (b) unauthorized interference with system operations in Business Associate’s Information System, of which Business Associate becomes aware. Business Associate will make the report to Covered Entity, not more than ten (10) business days after Business Associate learns of such incident. n. To the extent Business Associate is to carry out one or more of Covered Entity’s obligations under Subpart E of 45 CFR Part 164, Business Associate agrees to comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligations.
o. Business Associate agrees not to engage in marketing activities or the sale of Protected Health Information, as defined in the HIPAA Privacy & Security Rules without prior written consent of Covered Entity and individual written authorization, as required by law.
p. Business Associate agrees not to undertake any activity that may be considered underwriting based on genetic information, as defined by the Genetic Information Nondiscrimination Act and prohibited under the HIPAA Privacy & Security Rules. q. Within ten (10) days of receiving notification from Covered Entity of an individual’s request for access to records in a Designated Record Set, Business Associate will furnish Covered Entity any Protected Health Information that Business Associate maintains in a Designated Record Set pertaining to the individual so that Covered Entity may comply with the individual’s access rights, pursuant to 45 C.F.R. § 164.524.

Business Associate will provide such information in electronic form or format requested by the individual, as when required by 45 C.F.R. § 164.524. r. Within ten (10) days of receiving notification from Covered Entity of its agreement to amend an individual’s records in a Designated Record Set, Business Associate will amend the records that Business Associate maintains in a Designated Record Set so that Covered Entity may comply with the individual’s amendment rights, pursuant to 45 C.F.R. § 164.526.
s. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), Business Associate may not Disclose to its subcontractors or otherwise allow a Subcontractor to access Protected Health Information until the Subcontractor agrees in writing to substantially similar restrictions and conditions that apply to Business Associate with respect to Protected Health Information. Business Associate will require any such Subcontractor by written agreement to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic Protected Health Information in compliance with the Security Rule.

4. OBLIGATIONS AND ACTIVITIES OF COVERED ENTITY
a. Covered Entity shall notify Business Associate of any limitations in the Notice of Privacy Practices that Covered Entity provides to individuals pursuant to 45 CFR 164.520, to the extent that such limitation may affect Business Associate’s Use or Disclosure of PHI.
b. Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an individual to Use or Disclose his or her PHI, to the extent that such changes may affect Business Associate’s Use or Disclosure of PHI. c. Covered Entity shall notify Business Associate of any restrictions on the Use or Disclosure of PHI that Covered Entity has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s Use or Disclosure of PHI.
d. Covered Entity shall not request Business Associate to Use or Disclose PHI in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Covered Entity, except to the extent that Business Associate will Use or Disclose PHI for Data Aggregation or management and administration and legal responsibilities of the Business Associate.
e. Covered Entity shall notify Business Associate of any confidential communication requests with which the Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent such requests would affect Business Associate’s Use or Disclosure of PHI.

5. TERM AND TERMINATION
a. This BA Agreement shall be effective as of the Effective Date, and shall terminate upon the termination of the Administrative Services Agreement, subject to the provisions below regarding the return or destruction of PHI.
b. Business Associate authorizes termination of this BA Agreement by Covered Entity, if Covered Entity determines Business Associate has violated a material term of the BA Agreement, and Business Associate has not cured the Breach or ended the violation, following written notice to the Business Associate, within a reasonable period of time not to exceed any reasonable cure period defined in the Administrative Services Agreement.
c. Upon termination of this BA Agreement for any reason, Business Associate, with respect to PHI Received from Covered Entity, or created, maintained, or received from Business Associate on behalf of Covered Entity, shall:
i. Retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; ii. Return a copy to Covered Entity or, if agreed to by Covered Entity, destroy the remaining PHI that the Business Associate still maintains in any form; iii. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI to prevent Use or Disclosure of the PHI, other than as provided for in this Section, for as long as Business Associate retains PHI;
iv. Not Use or Disclose the PHI retained by Business Associate other than for the purposes for which such PHI was retained and subject to the same conditions set out at Paragraph 3(f);
v. Return a copy to Covered Entity or, if agreed to Covered Entity, destroy the PHI retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities;
vi. Notwithstanding any other provision of this BA Agreement, upon termination, Business Associate may also transmit PHI to another Business Associate of the Covered Entity upon the written request of the Covered Entity. d. The obligations of Business Associate under Section 5, Term and Termination, shall survive the termination of this BA Agreement.

6. GENERAL PROVISIONS
a. A reference in this BA Agreement to a section in the HIPAA Rules means the section as in effect or amended.
b. The parties agree to take such action as is necessary to amend this BA Agreement from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable laws.
c. Any ambiguity in this BA Agreement shall be interpreted to permit compliance with the HIPAA rules.
d. Nothing in this BA Agreement shall be construed as creating any rights or benefits to any third parties.
e. The invalidity and unenforceability of any provision of this BA Agreement shall not affect the enforceability of any other provision of this BA Agreement or the Administrative Services Agreement, which shall remain in full force and effect. f. All notices and communications required by this BA Agreement shall be in writing.

Such notices and communications shall be given in one of the following forms: (i) by delivery in person, (ii) by a nationally-recognized, next-day courier service, (iii) by first-class, registered or certified mail, postage prepaid, or (iv) by electronic mail to the address that each party specifies in writing.
g. This BA Agreement and the Administrative Services Agreement constitute the entire agreement between the parties with respect to its subject matter and constitute and supersede all prior agreements, representations, and understandings of the parties, written or oral, with regard to the same subject matter.

EXHIBIT VII

DATA SECURITY AND

PRIVACY ADDENDUM

EXHIBIT VII:

DATA SECURITY & PRIVACY ADDENDUM
This Data Security & Privacy Addendum applies to Empower and its Affiliates and describes how Empower protects Data (the “Addendum”).

1. Definitions. The following terms have the meanings below. Additional capitalized terms are defined in the Agreement.
“Business Purpose” means, collectively, the following purposes: to maintain or service retirement accounts, provide Participant service, education and support, to offer financial wellness programs to Participants, to maintain online Participant accounts, to provide call center services, to respond to inquiries, to provide benchmarking services to Plan Sponsor, and additional specific services as further described in one or more Schedules to the Agreement.
“CCPA” means the California Consumer Privacy Act of 2018 and its implementing regulations, as amended or superseded.
“Information Security Policies means documented policies that Empower reviews and approves at least annually, internally publishes and communicates to appropriate personnel. “Regulatory Audit” means an on-site audit of Empower’s network security relevant to the security of Plan Data.

2. Direction. Plan Sponsor Directs Empower and its Affiliates (and authorizes Empower and its Affiliates to direct each Subprocessor), where applicable, to process Personal Data as follows: (a) under the Agreement and any amendments; and (b) as initiated by Participants in their use of the Services.

PRIVACY

3. CCPA Compliance. Each party agrees and certifies that such party complies with all applicable sections of the CCPA, in connection with this Agreement. Empower will notify Plan Sponsor if it determines that it is no longer able meet its obligations under the CCPA.

3.1. Empower processes Personal Data to provide the Services under the Agreement for the Business Purpose.

3.2. Except as otherwise permitted by the CCPA, Empower shall use, disclose, and retain Personal Data solely for the Business Purpose and shall not use, disclose, or retain Personal Data for commercial purposes other than for the Business Purpose. Except as otherwise permitted under the CCPA, Empower shall not use, disclose, or retain Personal Data processed in connection with the Services outside the direct business relationship with Plan Sponsor nor combine Personal Data that it received from, or for, Plan Sponsor with personal information that it received from another source or collected from its own interaction with the consumer, except as required to provide the Business Purpose or as otherwise permitted by applicable laws.

3.3. Empower shall not sell or share Personal Data in any manner in violation of the CCPA.

3.4. On prior written notice to Empower, Plan Sponsor may take reasonable and appropriate steps to (i) ensure the Personal Data Empower uses is collected in a manner that complies with the CCPA and (ii) stop and remediate any unauthorized use of Personal Data by Empower.

3.5. Empower shall enable Plan Sponsor to comply with consumer requests made under the CCPA if compliance with such requests is required by the CCPA.

3.6. If the CCPA is pre-empted by Federal laws, the terms of this Section 3 are no longer applicable, and on the request of either party, the parties shall cooperate in good faith to reasonably amend or modify these terms to address future changes to Data Protection Laws that require such amendments.

3.7. Empower shall implement security practices and procedures appropriate to the nature of the Personal Data as stated in this Exhibit.

4. Data Subject Rights. If Empower receives a request from a Participant relating to the Participant’s rights under applicable Data Protection Laws (such as a “right to know” or “right to delete” request), Empower shall direct such Participant to take the request to Plan Sponsor. Empower shall cooperate with any request by Plan Sponsor to respond to requests as required by applicable Data Protection Laws.

5. Subprocessing. Empower may engage its Affiliates and third parties as a Subprocessor in connection with the provision of Services under the Agreement. Empower shall carry out reasonable due diligence as appropriate to the nature of the services provided by each Subprocessor to ensure that the Subprocessor can protect Personal Data in a manner required by this Addendum.

DATA SECURITY

6. Data Security. Empower shall implement appropriate technical and organizational measures designed to protect Personal Data under the requirements of any Data Protection Laws. Empower’s Information Security Policies and related policies address the management of information security and the security controls employed by the organization. These policies include:

6.1. An information security board that is responsible for the development, implementation, and ongoing maintenance of Empower’s information security.

6.2. Information Security Policies (i) mandate the secure protection and handling of confidential data; (ii) comply with applicable laws; (iii) conform to or exceed applicable industry standards for the retirement plan services industry; and (iv) document, clear assignment of responsibility and authority for information security-related activities.

6.3. Policies covering acceptable computer use, record retention/destruction, information classification, cryptographic controls, access control, network security, removable media, remote access, mobile computing, and wireless access.

6.4. Regular testing of the key controls, systems, and procedures, including (i) testing of information technology general controls at least annually or whenever there is a material change in business practices; and (ii) infrastructure penetration tests and scans against internet-facing points of presence.

Empower corrects vulnerabilities or security issues discovered through such assessments in a manner and time frame consistent with established standards.

6.5. Policies and procedures based on Empower’s Information Security Policies and designed to protect the security of data that is accessible to, or held by, Empower’s third party suppliers. Such policies address, as applicable: (i) the identification and risk assessment of such supplier; (ii) minimum cybersecurity standards required to be met by such suppliers; (iii) due diligence processes used to evaluate the adequacy of supplier’s cybersecurity practices; and (iv) periodic assessment of such suppliers based on the risk they present and the continued adequacy of their cybersecurity practices.

6.6. Use of appropriate administrative, technical, and operational measures designed to ensure Data is secure.

6.7. Monitoring, evaluating, and adjusting, as appropriate, its data security protocols summarized in this Exhibit, considering relevant changes in Data Protection Laws, Services, technology or industry security standards, the sensitivity of data collected or processed by Empower in the provision of its Services, and evolving internal or external risks. Empower may make updates to its data security protocols and the terms hereof at any time without notice so long as such updates maintain a comparable or better level of security. Individual measures may be replaced by new measures that serve the same purpose without diminishing the security level protecting data.

7. Risk Management. Empower has a risk assessment program that includes regular risk assessments and management for risk identification, analysis, monitoring and reporting.

8. Human Resources.

8.1. Training. Empower provides training on its data security practices and privacy obligations to its personnel at the time they are employed and at least annually thereafter. Empower personnel are required to acknowledge their data security and privacy responsibilities under Empower’s policies.

8.2. Personnel Controls. Empower completes appropriate pre-employment background checks and screening on its personnel and requires personnel to complete initial security training at the time they are hired by Empower and annually thereafter. All personnel attest annually to Empower’s Code of Business Conduct and Ethics, which enforces the tenets of Empower’s Information Security Policies and its privacy policies. Empower has disciplinary processes for violations of information security or privacy requirements, and promptly removes personnel access to Data on termination or applicable role change.

9. Physical and Environmental Safety.

9.1. Physical and Environmental Security Controls. Empower has appropriate physical and environmental controls to protect Empower’s equipment, assets, and facilities used to provide services.

Physical security includes (i) physical security in the protection of valuable information assets of the business enterprise; and (ii) the provision of protection techniques for the entire facility, from the outside perimeter to the inside office space, including the datacenters and wiring closets.

9.2. Ongoing Operations. Empower protects its facilities and systems containing Data from failures of power, networks, telecommunications, water supply, sewage, heating, ventilation, and airconditioning.

10. Communications and Operations Management Controls. Empower has policies and procedures in place for communications and operations management controls. Such controls address: hardening, change control, segregation of duties, separation of development and production environments, network security, virus protection, patch management, media controls, data in transit, encryption, audit logs, and time synchronization. Empower’s Information Security Policies mandate ongoing operations security requirements, including installing or maintaining (i) security patches for operating systems and applications within standard timeframes based on severity; (ii) industry standard versions of operating systems, software and firmware for system applications and components; and (iii) up-to-date system security agent software which includes updated malware and virus definitions.

11. Access Control.

11.1. Access Control. Empower uses access controls designed to ensure that only Empower personnel with the proper need and authority can access its internal recordkeeping system and associated data. Empower’s access controls include: limiting access to personnel with a requirement to view Personal Data; establishing least-privilege controls to protect systems and Personal Data; generation of audit trails; periodic review and approval of personnel who need to access the Empower recordkeeping system; and termination of personnel access promptly following severance from employment.

11.2. Authentication. Empower authenticates user identity through appropriate authentication controls such as strong passwords, token devices, or biometrics. Passwords must meet minimum length and complexity requirements.

11.3. Remote Access to Empower Systems. Empower uses multi-factor authentication for remote access to its systems.

12. Information Systems Acquisition, Development and Maintenance.

12.1. Systems Development Security. Empower addresses data security as part of information systems development and operations and follows secure coding methodologies based on application development security best practices.

12.2. Software Security Management. Empower’s information systems (including operating systems, infrastructure, business applications, off-the-shelf products, services, and user-developed applications) adhere to Empower’s Information Security Policies.

12.3. Vulnerability Assessments/Ethical Hacking. Empower performs vulnerability assessments and penetration testing against internet-facing points of presence. Empower corrects vulnerabilities or security issues discovered through such assessments in a manner and time frame consistent with Empower’s Information Security Policies.

12.4. Cryptography/Encryption. Empower uses cryptography techniques that assist Empower with preventing unauthorized capture, modification of or access to data or information. Empower uses standard encryption algorithms that follow up-to-date encryption standards and industry practices. Such cryptography techniques may include: encryption of sensitive data sent across external communication lines; requirement of minimum 128-bit encryption and TLS encryption for web browsers; and encryption of Personal Data while stored on laptops, mobile devices, and in recordkeeping databases.

13. Information Security Breach Management.

13.1. Incident Management Program. Empower maintains investigative measures and techniques for incident handling, including a formalized, enterprise-wide Computer Security Incident Response Team and processes which are tested at least annually.

13.2. Information Security Breach Response. Empower shall notify Plan Sponsor after becoming aware of any Information Security Breach under all applicable Data Protection Laws. Empower shall (i) keep Plan Sponsor informed of significant developments in connection with the investigation of such incident; (ii) investigate and assist any regulator or other governmental body with oversight over the Information Security Breach in investigating, remedying and taking any other action regarding the Information Security Breach as appropriate or required by law; and (iii) provide Plan Sponsor with information about remedial measures that have been undertaken to prevent such Information Security Breach from reoccurring. If individual or regulatory notifications are required under applicable Data Protection Laws, the parties will cooperate relating to notifications. If Empower’s failure to abide by its obligations as stated in this Addendum causes the Information Security Breach, Empower shall bear the costs of such notifications and provision of credit monitoring services to affected individuals as required by law or otherwise appropriate in Plan Sponsor’s and Empower’s reasonable judgment.

14. Plan Sponsor Assessment Rights.

14.1. Assessment by Cybersecurity Assurance Package. Within the Plan Service Center, Empower provides its SOC 1 and SOC 2 report. On request, Empower will provide its Cybersecurity Assurance Package, which currently consists of the following: Cybersecurity Assurance Reference Guide Outline, available IT certification reports (e.g. Verizon CRP), completed Standard Information Gathering questionnaire with related supporting materials, and Response to the DOL Cybersecurity Best Practices (together with the SOC2 and any information Empower may disclose in a security assessment, “Data Security Information”). Data Security Information is Empower Confidential Information. Notwithstanding anything to the contrary in the Agreement, Plan Sponsor will (i) share Data Security Information only with employees of Plan Sponsor that have a need to know such information in order to evaluate the security of Empower; and (ii) not upload or input any Data Security Information to any portal or hosted website.

14.2. Regulatory Assessment. If Plan Sponsor’s governmental regulators require it to perform an on-site audit of Empower’s network security, as supported by evidence provided by Plan Sponsor, Plan Sponsor may conduct a Regulatory Audit. Unless Plan Sponsor’s governmental regulators require a different notice or frequency, such Regulatory Audit may be conducted by Plan Sponsor once per year at a mutually agreed-on time with at least sixty days’ advance notice to Empower. If a Regulatory Audit requires the equivalent of more than two Business Days of Empower Personnel’s time to support such audit, Empower may charge Plan Sponsor an audit fee at Empower’s then-current rates for each day thereafter.

14.3. Miscellaneous. This Addendum is governed by and incorporated into the Agreement. If the Agreement and this Addendum conflict, the Agreement prevails.

EXHIBIT VIII

EXCESSIVE TRADING NOTICE

EXHIBIT VIII:

PROCEDURES FOR COMPLYING WITH FUND COMPANY MARKET TIMING AND

EXCESSIVE TRADING

EXHIBIT IX

PRIVACY NOTICE

EXHIBIT IX: PRIVACY NOTICE

EXHIBIT X

BUSINESS CONTINUITY NOTICE
EXHIBIT X: BUSINESS CONTINUITY PLAN NOTICE

EXHIBIT XI

RECORDKEEPING SERVICES
x XI-1: APPROVED QDRO PROCEDURES
x XI-2: FLOAT MODEL
x XI-3: FINANCIAL PLANNING SERVICES

EXHIBIT XI:

RECORDKEEPING SERVICES SCHEDULE
for the

LIST OF PLANS

1. City of Anaheim 457 Deferred Compensation Plan – Regular Employees (“457(b) Plan”) Group Account Number: 100716-01

2. City of Anaheim 401(a) Defined Contribution Plan (“401(a) Plan”) Group Account Number: 100716-02

3. City of Anaheim 3121 Deferred Compensation Plan (“457 PTS Plan”) Group Account Number: 100716-03

1. GENERAL
This Recordkeeping Services & Fee Schedule (“Schedule”) is a separate agreement between the parties and incorporates the terms of the Agreement. Capitalized terms used but not defined in this Schedule have the meanings given to them in the Agreement. If this Schedule conflicts with the terms of the Agreement, the Agreement controls, unless this Schedule specifically states that it prevails.

2. SCHEDULE TERM

2.1. Term. This Schedule starts on July 1, 2025 (“Schedule Effective Date”).

3. NATURE OF EMPOWER’S SERVICES

3.1. Services. Empower shall provide the Services stated in this Schedule or as further described in the attached Schedules and Exhibits. Empower shall perform the Services under the attached Performance Standards.

3.2. Fiduciary Status. Except for any Services which Empower has specifically agreed to act as a fiduciary under this Exhibit, (i) Empower acts as a non-discretionary service provider Directed by Plan Sponsor or other Plan fiduciary and, as authorized by Plan Sponsor, by Participants; and (ii) performance of the Services do not involve the exercise of any discretion in the administration or management of the Plan that would cause Empower to be a fiduciary or a Plan Administrator as defined under the Code, ERISA, the Investment Advisors Act of 1940, or state law, as applicable. Plan Sponsor has appointed a Plan Administrator that has discretionary authority for the administration and management of the Plan. Empower shall not perform a Service that could cause it to have discretionary authority or responsibility for the administration or management of the Plan or disposition of Plan assets. Empower shall not render, or have any authority or responsibility to render, investment advice for a fee or other compensation, direct or indirect, relating to any Plan assets, except as specifically provided for under this Schedule. 4 PLAN SPONSOR RESPONSIBILITIES
Plan Sponsor shall fulfill the following duties and obligations:

4.1. Provision of Information. Empower will provide Plan Sponsor with the formats and processes by which Plan Sponsor or its third-party service provider will send Data to Empower.

Plan Sponsor or its third-party service provider’s timely provision of complete and accurate Data to Empower is required for Empower to provide the Services. Empower will rely on the accuracy and completeness of such Data and Empower has no duty or responsibility to verify such information. If Data is not provided in the format or process required by Empower, or if Empower identifies errors or omissions in the Data provided, Empower shall promptly notify Plan Sponsor to modify and update the Data.

If Plan Sponsor or its third-party service provider fails to provide such Data in a timely, complete or accurate manner, Empower shall not be liable for (i) failing to perform the Services; (ii) incomplete, inaccurate or untimely delivery of the Services; or (iii) any resulting penalties or costs incurred. If the foregoing occurs and results in Empower needing to manually manipulate and/or repeat any calculation or Service, complete any new forms, or revise any completed forms, Empower will charge Plan Sponsor a Reprocessing Fee.

4.2. Remitting Contributions and Allocation Instructions. Plan Sponsor shall collect and remit all initial and recurring contributions and loan repayments to Empower electronically through the Plan Service Center, or another mutually agreed-on manner within the time prescribed by applicable law. Empower is not responsible for monitoring the amount or timeliness, or both, of such contributions and loan repayments.

4.3. Plan Document Responsibilities. Plan Sponsor shall ensure that the Plan documents are accurate and complete, interpret Plan terms and review the Plan document services provided by Empower, if any. Plan Sponsor shall ensure that the Plan operates under its terms. Plan Sponsor shall provide Empower with a signed copy of the Plan document and all amendments to the Plan document within thirty days after such document or amendment, or both, is adopted.

4.4. Investment Options. Plan Sponsor shall select all Investment Options based on Plan Sponsor’s or its agent’s independent evaluation. Plan Sponsor shall notify Empower of the Investment Options including benchmarks, if applicable, intended to be serviced by Empower and such Investment Option services including benchmarks, if applicable, are only provided as agreed on by Empower and may be subject to certain limitations or conditions. Empower or its Affiliates may receive fees from mutual fund families or other Investment Option Sponsors or their affiliates for providing certain administrative or other services (“Fund Service Fees”) in connection with the Plan. Plan Sponsor may request additional information regarding such fees at any time. If the provider of an Investment Option causes an Investment Option to become unavailable to the Plan, Empower shall notify Plan Sponsor as soon as practicable after the Investment Option Sponsor notifies Empower.

4.5. Plan Sponsor Acknowledgement of Market Timing Procedures. The SEC requires mutual fund companies to establish procedures to prevent market timing and excessive trading. Plan Sponsor acknowledges receipt of, and shall adhere to, the terms of the Procedures for Complying with Fund Company Market Timing and Excessive Trading Policy attached as Exhibit VIII to the Agreement, as amended.

4.6. Payment of Plan Expenses. Plan Sponsor may Direct Empower in writing to deduct Plan expenses from the Plan if Plan Sponsor determines that the Plan document and applicable law specifically allow deduction, and to remit to the party designated by Plan Sponsor.

4.7. Plan Sponsor Direction to Perform the Services. In performing the Services, Empower acts at the Direction of Plan Sponsor or other fiduciary of the Plan by following the procedures stated in the plan document or a plan administration guide, administrative form, letter of direction or similar procedural document as applicable. If the procedures do not fully address a specific issue, Plan Sponsor shall provide Direction in a manner reasonably requested by Empower and Empower may rely on any such Direction by a person that Empower reasonably believes to be authorized to act for Plan Sponsor or other fiduciary. Plan Sponsor specifically intends that Empower has no discretionary authority in following such Direction.

4.8. Electronic Delivery.

4.8.1. Empower shall deliver Plan-related notices and other documents to Participants in an electronic manner as follows:

4.8.1.1. Plan Sponsor Directs Empower to deliver Plan notices to Participant’s email address in the following order:

4.8.1.1.1. to a work or personal email address provided and agreed to by the Participant.

4.8.1.1.2. to a work email address provided by Plan
Sponsor. Plan Sponsor confirms the Participant has the effective ability at work to access notices delivered to the work email addresses provided to Empower.

4.8.1.1.3. to a personal email address provided by Plan Sponsor.

4.8.1.2. If 4.8.1.1.3 above is used, Empower shall send an initial notification of electronic delivery by regular mail to each Participant at least ten days before delivering any Plan-related documents by email, unless Empower receives confirmation that the initial notification has already been provided to the Participant.

4.8.1.2.1. If notice of availability of a Plan-related
document is returned undeliverable, Empower shall send the notice to another email on file for the Participant. If no other email is on file for the Participant or such other email is also returned undeliverable, Empower shall deliver Plan-related documents by regular mail to the Participant until Empower is provided another email address for the Participant.

4.8.1.2.2. Participants may request to receive a paper copy of a Plan-related document for no cost. Participants may opt out of electronic delivery and request that their Plan-related documents be delivered by regular mail at any time.

4.8.1.2.3. Empower shall maintain access to Plan-related documents on the Participant website.

4.8.1.3. If Empower is not provided with an email address, Empower shall deliver Plan-related documents to the Participant via regular mail.

4.8.2. Plan Sponsor shall provide work emails in its records to Empower for all Participants that it has determined have the effective ability to access notices delivered to such email address at work under the Department of Labor’s regulations (§2520.104b-1) by the TOA and shall provide Empower with email addresses for all Participants that enroll in the Plan after the Schedule Effective Date.

4.9. Review of Reports. Plan Sponsor shall review and monitor reports made available by Empower (whether provided electronically, by posting on an Empower website, or otherwise) regarding Plan activity, transactions and investments to confirm that the transactions indicated in the reports properly reflect the Direction provided or provide Empower with notice of discrepancies.

4.10. Error Correction.

4.10.1. Transactional and Trading Errors. If Empower does not accurately process or trade contribution, distribution, or investment instructions provided in good order by a Participant or Plan Sponsor and the error is brought to Empower’s attention or identified by Empower, Empower shall correct the Plan or Participant account to reflect its financial position had the error not occurred.

4.10.2. Plan Operational Errors. If Empower has made an error that creates an operational or fiduciary issue for the Plan and the error is brought to Empower’s attention or identified by Empower, Empower shall promptly notify Plan Sponsor and describe the corrective option Empower proposes to employ (the “Correction”) that is consistent with the Internal Revenue Service, Department of Labor, or other agency correction guidelines, where applicable (“Guidelines”). Unless Plan Sponsor objects to the Correction and requests a change within five Business Days after receiving notice of the Correction, Plan Sponsor Directs Empower to promptly process the Correction. If Plan Sponsor requests a correction resulting in expenses more than what Empower would have incurred under the Correction, the Plan Sponsor shall bear such additional expenses.

4.10.3. Third-Party Trustee. If Plan Sponsor uses the services of a third-party trustee or custodian, or both (“Third-Party Trustee”), Empower shall not be required to perform any correction: (i) for a trading error that results from an error or omission by the Third-Party Trustee, (ii) to be performed under the terms of any service arrangements between Plan Sponsor and such Third-Party Trustee (the “Third-Party Trust Agreement”), (iii) that falls within error tolerance ranges under the Third-Party Trust Agreement, or (iv) that otherwise would exceed any requirements for error correction by the Third-Party Trustee under the Third-Party Trust Agreement.

4.10.4. Duty to Mitigate. Each party has a duty to mitigate any errors that are known or reasonably should have been known to minimize the expenses that may be incurred to correct such errors including promptly (i) providing the other party with notification of any error, (ii) providing approval of correction measures, as applicable, and (iii) taking such other reasonable steps as may be necessary.

4.10.5. Gain/Loss Compensation Policies for Error Correction. Empower may incur a gain or loss in the process of correcting a trade or adjusting a Plan or Participant account to correct certain errors due to changes in the share/unit price of an Investment Option between the original transaction date and the correction date. The adjusted position of Plan and Participant accounts are not impacted by gains or losses incurred by Empower to settle the Investment Option positions during correcting the account. If there are related errors across one or more Investment Options, Empower shall net gains and losses across all Investment Options involved in the associated errors. If a correction is made at Empower’s expense, Empower incurs any loss and Empower retains any gain.

4.10.6. Errors Not Caused by Empower. If an error is caused by acts or omissions of the Plan Sponsor, Participants or Plan Sponsor’s third parties, Empower will assist in the operational correction of the error but will not bear the cost of correcting the error.

4.11. Empower, Plan Sponsor or the Participant shall promptly notify the other parties if it discovers an unauthorized activity was made from the Participant’s account. Empower shall investigate and take any appropriate steps, which may include working with law enforcement, to determine the root cause of the unauthorized distribution. Plan Sponsor shall cooperate in any such investigation and shall comply with reasonable requests for information. If Empower offers Participants protection against account losses that result from unauthorized transactions, Empower shall restore losses as of the date of the account loss once Empower has had sufficient time to conduct a preliminary investigation and attempt to determine the root cause. Such protection is not available if Plan Sponsor refuses or neglects to follow commercially reasonable security practices, or if the loss resulted from a compromise of the systems or security protocols of Plan Sponsor or its third party service providers (other than Empower). 5 PLAN INVESTMENT OPTIONS & FEES

5.1. Selection of Investment Options

5.1.1. The purchase and sale of securities for the Plan, except for employer stock and unaffiliated self-directed brokerage, will be made through Empower Financial Services, Inc., a broker/dealer Affiliate of Empower.

5.1.2. Plan Sponsor shall also Direct Empower to designate one of the Investment Options available to be the default investment (“Default Investment Fund”). If neither the Participant nor Plan Sponsor has provided Empower with investment directions in good order, Empower shall invest any contribution or other amount credited under the Plan in the Default Investment Fund. Plan Sponsor may designate a Default Investment Fund(s) for Participant contributions and may also designate a second Default Investment Fund for employer contributions.

5.1.3. Plan Sponsor Directs Empower and its Affiliates, as applicable, to cause all dividends, capital gain distributions, interest or other earnings paid by an Investment Option under the Plan to be reinvested in such Investment Option unless Directed otherwise by Plan Sponsor and agreed to by Empower.

5.2.Information Regarding Investment Options
Plan Sponsor Directs Empower to obtain, or cause its designee to obtain, all necessary information (including valuation, performance, prospectuses and other investment information) regarding any Investment Option available under the Plan from any third parties representing such Investment Options (each an “Investment Option Sponsor”). Empower shall make prospectuses for the Investment Options, as applicable, available electronically through one or more websites maintained by Empower or its Affiliates. If an Investment Option Sponsor does not provide all necessary information and Empower agrees, Plan Sponsor shall provide Empower or its designee the necessary information regarding the Investment Option. Empower is not responsible for the accuracy of any such information provided to Empower or its designee regarding any Investment Option, and neither Empower nor its designee has any duty or obligation to verify any such information.

5.3.Investment Option Changes.

5.3.1. Plan Sponsor may replace the Investment Options at any time, subject to applicable notice requirements. Plan Sponsor shall notify Empower of any changes to such Investment Options or the Default Investment Funds, and the parties shall agree on a process for the transfer of assets and investment elections, if applicable, from prior Investment Options to new Investment Options.

5.3.2. If the Investment Option Sponsor terminates any Investment Option, and Plan Sponsor wishes to replace the terminated Investment Option, Plan Sponsor shall replace the terminated Investment Option with an available fund from any fund company that currently has, or will enter into, a trading agreement with Empower.

5.4.Self-Directed Brokerage Account.

5.4.1. Empower shall make a self-directed brokerage (“SDB”) account available to Participants, provided Plan Sponsor executes all required Empower and SDB provider documents. The SDB will be administered under procedures provided by Empower, and the core investment minimum is $2,500, the initial transfer minimum is $500, and the subsequent transfer minimum is $1, as described in the SDB policies and procedures.

5.4.2. Fees for Self-Directed Brokerage. If SDB is an Investment Option under the Plan, Empower and Plan Sponsor shall execute a separate agreement specifying services, terms, and fees for the SDB program. Any fees charged by the SDB provider are in addition to those described below and subject to execution of the separate agreement. 6 PLAN IMPLEMENTATION, CONVERSION & ACH AUTOMATION

6.1. Initial Implementation and Conversion. Empower, Plan Sponsor and their designees, will coordinate the transfer of records and assets from the Plan’s prior service providers to provide an accurate database for conversion of Plan administration to Empower, beginning at a time mutually agreed to by the parties. Plan Sponsor shall provide to Empower a full test file and all data elements required by Empower in good order from the prior service provider at least sixty days before the conversion date. Empower shall conduct Plan conversion during a period commencing on TOA and extending for a period to be agreed on by the parties (the “Transition Period”). During the Transition Period, Empower will not accept contributions, and will not process investment transfers or exchanges, distributions, loans or other Participant transactions unless specifically agreed on with Plan Sponsor. The prior service providers will process Participant contributions received before TOA and will issue final quarterly Participant statements.

6.2. Reconciliation of Trust Assets and Participant Accounts. If applicable, before the end of the Transition Period, Empower must receive the Plan’s final records. The value of the assets held for the Plan must equal the aggregate value of Participant accounts, as reconciled by Empower and reviewed by Plan Sponsor. If there is a discrepancy in balances that cannot be resolved by Plan Sponsor or a prior service provider to the Plan, Plan Sponsor shall Direct Empower regarding the allocation of any surplus or shall arrange for contribution of additional amounts to the Plan to make-up any shortfall, as applicable, before the end of the Transition Period. Empower may extend the Transition Period because of the action or inaction of Plan Sponsor or a prior service provider, or because of inaccurate or incomplete information.

6.3. ACH Automation. Plan Sponsor Directs Empower to accept a transfer of Plan records that includes Participant ACH banking information as provided by Plan Sponsor or by the Plan’s prior service provider, without any further review and validation by Empower of the ACH information provided.

6.3.1. In Directing Empower to accept a transfer of existing Participant ACH banking information to its recordkeeping system, Plan Sponsor certifies the following:

6.3.1.1. The Participant has previously authorized the Plan to process an ACH debit or credit, or both, of the Participant’s account at the designated financial institution (“Account”) in connection with all applicable Plan transactions and has authorized the designated financial institution, in the form of electronic fund transfer, to credit or debit, or both, the same to such Account.

6.3.1.2. The Participant has not revoked the ACH authorization for the Account before the transfer and the Plan shall treat the Participant’s ACH authorization for the Account as remaining in effect until Empower receives a notice of cancellation from the Participant.

6.3.1.3. Plan Sponsor Directs Empower to administer all ACH transactions for all Plan purposes under the terms of Empower’s separate ACH Agreement, which Plan Sponsor has adopted as the Plan’s terms governing all applicable ACH transactions processed on the Empower platform.

6.4. Payroll Contributions Before TOA. If Empower agrees in writing to accept and hold in trust or custody employer and employee contributions to the Plan from payroll contributions that occur before TOA, the Schedule Effective Date is modified to the date that such contributions are determined to be in good order by Empower, and the Agreement will be in effect for the limited purpose of accepting such contributions and holding them in trust or custody. Empower will hold the contributions in trust or custody in a plan level account and Plan Sponsor will provide written Direction to Empower as to how such contributions will be invested until allocated to Participant accounts following TOA as Directed by Plan Sponsor. Empower is not responsible as recordkeeper for any assets that Empower has not received and accepted. If TOA occurs at the beginning of a calendar year and payroll contributions are accepted in the prior calendar year under this section, Empower will not perform compliance testing or prepare the Plan’s Form 5500 for the prior calendar year.
7 RECORDKEEPING AND ADMINISTRATION SERVICES & FEES

7.1. Equity Wash Provision. Plan Sponsor Directs Empower to restrict Participants from transferring directly from the Putnam Stable Value (the “Fund”) to an Investment Option that qualifies as a Competing Fund, as defined below. Instead, all such transfer request amounts must first be transferred to another, non-Competing Fund. Thereafter, the Participant will not be allowed to transfer such amounts to a Competing Fund until at least ninety calendar days after the date of the transfer from the Fund. Any amounts that were already in a non-Competing Fund before the date of the transfer from the Fund, and that are not subject to a restriction under this section due to a previous transfer from the Fund, may be transferred to a Competing Fund at any time. “Competing Fund” is defined by the fund provider.

7.2. Basic Plan Administration Fee. Beginning on TOA, Empower will be entitled to the following annual administration fee (“Basic Plan Administration Fee”) provided in Schedule II of this Agreement. This Basic Plan Administration Fee is used, in whole or in part, for administrative services provided by Empower as described in this Schedule. Some or all of the Basic Plan Administration Fee (or any other compensation, revenue, asset or source of funding available to Empower, in Empower’s sole discretion) may be used by Empower to make payments to the Plan under a Plan Expense Account or similar arrangement, if applicable, between Plan Sponsor and Empower. All Services stated in this Schedule are included in the Basic Plan Administration Fee unless an additional fee is otherwise noted in this Schedule. If Plan Sponsor requests different or additional Services, the parties shall meet to discuss relevant Empower capabilities and any additional fees that may apply. The Basic Plan Administration Fee will be payable by the Participant on a quarterly basis, based on the average daily balance of Plan assets during the assessment period. Participants taking a full withdrawal before the processing date will be charged the quarterly Basic Plan Administration Fee for the applicable quarter at the time of withdrawal based on the average daily balance of the account during the partial period.

7.3. Revenue Credit Arrangement.

In the event Empower receives revenue generated from any Investment Option selected under the Plan, Empower agrees to credit such revenue to Participant accounts.

7.4. Trustee/Custodian Services. Trustee or custodian services, as applicable, are provided by Empower Trust Company, LLC (“ETC”). The compensation received by ETC for its services are reflected in (a) the Plan’s fee disclosure report provided by Empower, (b) the Float Disclosure provided by Empower and which may be made available online, and (c) any trust/custodial agreement(s) between ETC and Plan Sponsor. If Plan Sponsor selects a different trustee or custodian other than ETC, as applicable, that requires changes to any procedures or services in the Agreement, Empower may change fees in this section.

7.5. Omnibus Account. Assets awaiting investment or pending distribution are held in various omnibus accounts at an unaffiliated bank (collectively, the “Omnibus Account”) to facilitate transactions for or in connection with the Plan. The Plan is not responsible for paying directly the expenses associated with ETC’s maintenance of the Omnibus Account. However, the expenses of the Omnibus Account are defrayed by the earnings on the assets held in the Omnibus Account.

While assets are held in the Omnibus Account, the assets may generate earnings under circumstances summarized in the Float Disclosure provided to the Plan Sponsor and which may be made available on the Plan Sponsor’s website. The earnings are used to defray the expenses for the maintenance of the Omnibus Account, and in some cases, the earnings on the Omnibus Account attributable to the Plan will exceed the portion of the expenses of the Omnibus Account attributable to the Plan. Notwithstanding anything in the Float Disclosure to the contrary, Empower will not retain and will deposit the Plan’s “Excess Earnings” in the Plan within sixty days following the end of the calendar quarter or as soon as administratively possible.

The Plan Sponsor Directs Empower to deposit the Plan’s Excess Earnings into a Plan registered account and to invest such amounts in the same Investment Option in which the Plan’s forfeiture assets are invested unless Directed otherwise by the Plan Sponsor. Plan Sponsor is solely responsible for determining the appropriate use of such amounts under the terms of the Plan and shall Direct Empower accordingly.

The Excess Earnings paid to the Plan under this arrangement are being made available as a reduction in the compensation that Empower would otherwise earn in connection with the services it provides to the Plan. The parties acknowledge that with respect to the Excess Earnings paid to the Plan under this arrangement, Empower is not a fiduciary (as defined under ERISA section 3(21)) relating to the Omnibus Account or the Plan. No earnings on the Omnibus Account will be set aside or otherwise segregated before the disbursement of Excess Earnings each calendar quarter, if any, and the Plan has no other right, title or interest in any earnings generated by the Omnibus Account except the right to enforce payment of the Excess Earnings as described in this Section.

7.6. Enrollment

7.6.1. Enrollment. Based on information provided by Plan Sponsor or its designee, Empower shall enroll Participants in the Plan in a manner mutually agreed on by the parties.

7.6.2. Eligibility Determination. Plan Sponsor Directs Empower to determine employee eligibility as Directed by Plan Sponsor and through Plan Sponsor provided information and criteria. Empower shall communicate details of the enrollment process to eligible Participants.

Plan Sponsor shall notify Empower at least thirty days before any change in the Plan’s eligibility requirements. Empower may discontinue this service if the Plan’s new eligibility requirements are incompatible with Empower’s recordkeeping system requirements.

7.6.3. Online Enrollment. Plan Sponsor Directs Empower to allow online enrollment. Once the payroll data interchange (“PDI”) file is transmitted, Plan Sponsor Directs Empower to communicate details of the enrollment process to eligible Participants allowing enrollment in the Plan through the website or the voice response unit (“VRU”).

7.7. Deferral Processing. If, at implementation, Plan Sponsor provides Empower with an electronic employee data feed of all the Participant deferral amounts and percentages or full PDI file, Plan Sponsor Directs Empower to allow Participants to update their deferral elections on the website and VRU. Empower shall forward updated deferral information to Plan Sponsor according to the schedule elected by Plan Sponsor.

7.8. Establishment of Participant Accounts. Empower shall establish and maintain an account for each Participant. If the Plan allows for Roth after-tax contributions, Empower shall maintain an accounting of the contributions and earnings in separate accounts. Amounts distributed from Roth accounts will be made and tax reported under the applicable provisions of the Agreement.

7.9. Beneficiary Recordkeeping

7.9.1. Beneficiary Designations. Plan Sponsor affirms that the Plan’s administrative procedures allow web-initiated beneficiary designations. Plan Sponsor Directs Empower to accept, maintain and file, without Plan Sponsor’s further approval, beneficiary designations received by Empower in good order and in a manner acceptable to Empower. If Empower has not received a beneficiary designation Empower deems to be in good order or if there is a conflict, Plan Sponsor shall determine the appropriate beneficiary designation.

7.9.2. Spousal Consent. If a beneficiary designation requires spousal consent, such designation must be made in a paper form acceptable to Empower.

7.10. Receipt and Investment of Contributions. Empower shall credit contributions for allocation to Participant accounts under Direction from Plan Sponsor and as stated below.

Empower shall allocate or otherwise apply forfeitures under the Plan accounts, if any, as Directed by Plan Sponsor. Empower shall pass Directions to invest such contributions, and to execute appropriate transactions related to forfeitures, to the Plan trustee or custodian under investment Directions of Plan Sponsor.

7.10.1. Timing Requirements for Contributions Funded by ACH, Check or Wire. Empower shall process contributions received by Empower in good order before the close of any Business Day effective that Business Day, at that Business Day’s net asset and unit values, as applicable. Empower shall process contributions received by Empower after the close of Business Day effective the next Business Day.

7.11. Monitoring the Deferral Limits. Unless otherwise Directed, Empower shall monitor Participants’ total deferrals under the Plan for the calendar year and provide warning messages for payroll contributions processed within the Plan Service Center. However, Plan Sponsor shall ensure that the applicable limits for the Plan are not exceeded. Empower shall report any distributions requested by Plan Sponsor to correct excess deferrals to the IRS.

7.11.1. Empower shall assist Participants in calculating special catch-up contributions. Participants are fully responsible for the accuracy of these calculations.

7.12. Investment Transfers of Existing Assets. Empower or its designee shall process investment transfers or exchanges, as applicable, received in good order subject to any conditions and limitations imposed by the available Investment Options under the Plan or Investment Option Sponsors. Empower shall pass to the Plan trustee or custodian, as applicable, Directions to execute or record as appropriate the corresponding transactions involving the assets of the Plan’s trust.

Empower shall process requests for Participant-initiated transfers between Investment Options if the request is received by Empower in good order before market close on a Business Day. If Empower does not receive a transfer request during a Business Day, Empower shall process such request the next Business Day, or such earlier time as may be required to comply with applicable law.

7.13. Distributions.

7.13.1. Empower shall make payments to Participants under a Participant’s request and Plan Sponsor’s Direction received in good order and will debit Participant accounts.

7.13.2. Except for those certain distributions described in Section 8 of this Schedule, Plan Sponsor shall provide a signature authorization for certain distribution requests, including Plan Sponsor Directed alternate payee or beneficiary distributions. Empower may charge an additional fee for services related to other distributions outside the ordinary course of plan administration.

7.13.3. Tax Withholding and Reporting of Distributions

7.13.3.1. Responsibility for Withholding and Reporting. Plan Sponsor appoints Empower or its designee as its agent to perform income tax withholding and reporting for all distributions Empower processes, collects and remits state documentary stamp or similar taxes on all loans Empower processes, as applicable. Plan Sponsor shall provide all information needed by Empower to perform these Services. Empower or its designee shall deposit the income tax withheld with the Internal Revenue Service (“IRS”) and other appropriate governmental entities, as applicable, on or before the applicable due dates for such remittances.

Empower shall complete necessary tax reporting forms for distributions it processes, file the tax reporting forms with the IRS or other governmental authority, as applicable, and send copies to the distributee. Distributions to a person subject to reporting and withholding rules that differ from those applicable to United States residents will be subject to withholding applicable to non-resident aliens unless otherwise Directed by Plan Sponsor.

7.13.3.2. Withholding and Reporting for Plan Sponsor Initiated Distributions and Rollovers. For Plan Sponsor-initiated distributions or rollovers from the Plan, Plan Sponsor Directs Empower to rely on the information on Empower’s recordkeeping system for purposes of tax reporting and withholding, and to treat payees with U.S. addresses as U.S. persons and payees with foreign addresses as foreign persons. Empower has no responsibility for any adverse tax consequences resulting from its reliance on such Direction of Plan Sponsor.

7.14. Code Section 402(f) Notice. Empower shall provide Participants with the IRS model notice, as amended, under Code Section 402(f).

7.15. Death Benefit Claim Form. Plan Sponsor shall review and sign each death benefit claim form. If Plan Sponsor submits a signed death benefit claim form for a claimant other than the beneficiary on file with Empower, if any, Empower shall return the form to Plan Sponsor for further Direction.

7.16. Uncashed Checks. During the term of the Agreement, Plan Sponsor Directs Empower to follow federal or state unclaimed property regulations, as appropriate, and escheat uncashed checks to the Plan’s or the Participant's state of residence based on Empower's records with respect to missing or unresponsive Participants. Plan Sponsor is solely responsible for determining the appropriate disposition of uncashed checks and any unclaimed property under the applicable federal and state laws including directing Empower with respect to its decisions on uncashed checks relating to missing or unresponsive Participants.

7.17. Missing Participant Administrative Services. Plan Sponsor shall identify and locate missing Participants. On request by Plan Sponsor, Empower shall provide (1) reports or other information to Plan Sponsor relating to Participants with undeliverable addresses as reflected in Empower’s records; and (2) a description of administrative services and associated fees, as updated, to assist Plan Sponsor with identifying and locating missing Participants and reissuing benefit payments to Participants. The administrative services may include performing Participant address searches using a commercial locator service, updating Participant address records and attempting to contact Participants using certified U.S. mail. Plan Sponsor may select such services and agree to the associated fees by a separate letter of direction. 8 SIGNATURELESS RECORDKEEPING SERVICES

8.1. General Requirements. This Section 8 describes certain services under which Empower will process Participant requests without obtaining Plan Sponsor’s signature or other further approval. In doing so, Empower will not exercise any fiduciary authority or make any discretionary determinations. Rather, this Section 8 will act as Direction by Plan Sponsor for Empower to process all Participant requests that meet the stated criteria. To receive the signatureless services detailed in this Section 8 Plan Sponsor must use the Plan Service Center and must provide all necessary information in a PDI file. Plan Sponsor shall also provide any additional information or Direction as required by, and in a form acceptable to, Empower. In most cases, Empower must be the sole recordkeeper for the Plan. If at any time Plan Sponsor does not meet these general requirements or does not meet the specific requirements of any service described in this Section 8, Empower shall not provide such service.

8.1.1. Participant Rollover Contributions. Plan Sponsor Directs Empower to process Participant rollover contributions received in good order under the Participant’s instruction under procedures provided by Empower to Plan Sponsor and without Plan Sponsor’s further approval. If a Participant does not elect Investment Options on the incoming direct rollover form but otherwise completes the form, Plan Sponsor further Directs Empower to invest the money according to the Participant's on-going investment elections, and if none are elected, then in the Default Investment Option under the Plan at the time the incoming rollover is received. Empower shall maintain separate accounts within the Participant’s account for such rollovers.

8.1.2. Distributions Due to Severance from Employment for Reasons Other than Death or Disability. Plan Sponsor Directs Empower to process, without Plan Sponsor’s further approval, Participant requests for distribution due to severance of employment for any reason other than death or disability, provided such requests are received in good order and in a manner acceptable to Empower. To receive this service, Plan Sponsor must also use Empower’s vesting tracking service, if the Plan has a vesting schedule. If Plan Sponsor has not provided a Participant’s termination date or other required information, Plan Sponsor Directs Empower to notify Plan Sponsor to obtain missing information before processing the distribution. For spousal consent purposes, Plan Sponsor Directs Empower to rely on the marital status specified by the Participant in the request form, or as stored on Empower’s recordkeeping system, as applicable.

8.1.3. In-Service Distributions at Age 59½. Plan Sponsor Directs Empower to process, without Plan Sponsor’s further approval, Participant requests for age 59 ½ in-service distributions, provided such requests are received in good order and in a manner acceptable to Empower. Plan Sponsor represents that the Plan allows Participants to take in-service distributions at age 59 ½ and Plan Sponsor shall provide Empower with information concerning the sources eligible for such distributions. To receive this service, Plan Sponsor must also use Empower’s vesting tracking service, if the Plan has a vesting schedule. If Plan Sponsor has not provided a Participant’s birth date, or if there is a discrepancy between the birth date on the system and the birth date on the request form submitted by the Participant, Plan Sponsor Directs Empower to reject the request pending further information.

8.1.4. Automated Mandatory Distributions (De Minimis). Plan Sponsor Directs Empower to automate mandatory distributions of small account balances, as elected by Plan Sponsor in good order and under procedures provided by Empower.

8.1.5. Required Minimum Distributions. Plan Sponsor Directs Empower to provide a notice to Participants who, based on the Plan records reflected on Empower’s recordkeeping platform, are eligible for a required minimum distribution (“RMD”) and have not already set up a RMD on Empower’s system. Unless Plan Sponsor separately Directs Empower otherwise in writing, if the Participant does not timely provide an election for the RMD as described in the notice, Plan Sponsor Directs Empower to process a RMD relating to such Participant under procedures provided by Empower, provided Empower has sufficient data required to make such a distribution. To receive this Service, Plan Sponsor must also use Empower’s vesting tracking services, if applicable.

8.1.6. Distributions Due to Unforeseeable Emergencies. Plan Sponsor Directs and authorizes Empower to process, without Plan Sponsor’s further approval, all Participant requests, received in good order and in a manner acceptable to Empower, distributions due to unforeseeable emergency resulting in a severe financial hardship to the Participant that cannot be alleviated by any other means available to the Participant. Empower shall only process such requests if they meet the safe harbor definition stated in the Treasury Regulations, as described below. Plan Sponsor further Directs Empower to rely on all representations made by a Participant in a request. The following situations qualify for a distribution under this section:

8.1.6.1. An illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent (as defined in Code §152, and for taxable years beginning on or after January 1, 2005, without regard to Code §152(b)(1), (b)(2) and (d)(1)(B));

8.1.6.2. Loss of the Participant’s property due to casualty;

8.1.6.3. The following extraordinary and unforeseeable circumstances, if they arise because of events beyond the control of the Participant: (a) the imminent foreclosure of or eviction from the Participant’s primary residence; (b) the need to pay for medical expenses, including nonrefundable deductibles, as well as the cost of prescription drug medication; and (c) the need to pay for the funeral expenses of a spouse or a dependent (as defined in Code §152, and for taxable years beginning on or after January 1, 2005, without regard to Code §152(b)(1), (b)(2) and (d)(1)(B)) of Participant; (d) except in extraordinary circumstances, the following are examples of situations that do not qualify for a distribution under this section: (i) purchase of real estate; (ii) payment of college tuition; (iii) unpaid rent or mortgage payments, except in the event of imminent foreclosure or eviction; (iv) unpaid utility bills; (v) loan repayments; (vi) personal bankruptcy (except when resulting directly and solely from illness, casualty loss or other similar extraordinary and unforeseeable circumstances beyond the Participant’s control); (vii) payment of taxes, interest or penalties; or (viii) marital separation or divorce.

8.1.6.4. Plan Sponsor shall make determinations relating to any unforeseeable emergency distribution request that does not clearly fall within the guidelines stated above. If there are any changes to applicable law, including safe harbor defined in the Treasury Regulations, Empower may revise this Direction without further notice to Plan Sponsor. This Direction remains in effect until revoked by either party. To receive this Service, Plan Sponsor must also use Empower’s beneficiary recordkeeping and deferral recordkeeping services.

8.1.6.5. For each Participant receiving an unforeseeable emergency distribution, Plan Sponsor Directs Empower to notify Plan Sponsor to suspend elective deferrals for the period required by the Plan, if any. Empower is Directed to deny any request where the unforeseeable emergency event occurred before the Schedule Effective Date, or more than one year before the date the request is received. Empower may contact Plan Sponsor for Direction when unusual situations arise. For each request that is denied or that cannot be processed due to its failure to satisfy an unforeseeable emergency event, Plan Sponsor Directs Empower to notify the Participant to contact Plan Sponsor if the Participant wishes to appeal the determination.

8.1.7. QDRO Review and Determination Services and Fees.

8.1.7.1. Review: Plan Sponsor Directs and authorizes Empower to handle a qualified domestic relations order (“QDRO”) correspondence to and from involved parties and attorneys, including phone, email, and other written communication. Plan Sponsor Directs Empower to distribute QDRO Procedures with respective Model QDRO to involved parties and attorneys. Plan Sponsor Directs Empower to place benefit holds as soon as administratively feasible under the Plan’s adopted QDRO procedures. Plan Sponsor Directs Empower to acknowledge receipt of a domestic relations order (“DRO”) and review the terms of the DRO to determine whether the order meets the requirements of applicable federal law and satisfies the requirements contained in the Plan’s adopted QDRO Procedures. After review of a DRO, Plan Sponsor Directs Empower to prepare and distribute approval, pre-approval or denial letters to the involved parties and attorneys. Plan Sponsor Directs Empower to maintain QDRO records during the term of service, including Pre-Approval, Approval and rejection letters.

8.1.7.2. Determination: Plan Sponsor Directs Empower to process the QDRO, without Plan Sponsor’s further approval, by establishing a separate account for the alternate payee or making a lump sum distribution to the alternate payee. Plan Sponsor further Directs Empower to process, without Plan Sponsor’s further approval, all requests, received in good order and in a manner acceptable to Empower, for distributions from alternate payee accounts established before or after the Schedule Effective Date. Plan Sponsor Directs Empower to calculate any alternate payee’s QDRO amount based solely on the Participant’s account records on Empower’s recordkeeping system. Plan Sponsor further Directs Empower to process, without Plan Sponsor’s further approval, distribution requests received in good order and in a manner acceptable to Empower, for alternate payee accounts established before the Schedule Effective Date under QDROs previously processed by Empower. Plan Sponsor Directs Empower to calculate any alternate payee’s QDRO amount based solely on the Participant’s account records on Empower’s recordkeeping system.

8.1.7.3. If the alternate payee’s awarded share exceeds the value of the Participant’s core investment account(s) under the Plan, Empower shall notify the Participant in writing to liquidate and transfer the necessary remaining sum from the SDB into the core investment options, to enable the processing of the QDRO. If the Participant fails to transfer the necessary amount within fifteen Business Days of the date of the notification, and if the necessary amount is available in the SDB money market, Plan Sponsor Directs Empower to transfer such amount into the Default Investment Option. If there are insufficient available funds in the SDB money market, Plan Sponsor Directs Empower to notify the SDB provider to liquidate all the Participant’s SDB investments and to transfer the entire amount into the Default Investment Option.

8.1.8. Loan Processing (for 457(b) Plan only). If loans are available under the Plan, all loans will be account reduction loans repaid by payroll deduction and will be consistent with the loan policy and the procedures established by Empower. Plan Sponsor Directs Empower to process, without further Plan Sponsor approval, Participant loan requests submitted through a form acceptable to Empower or through the website. Principal residence loan requests must be submitted on a paper form with supporting documentation. To receive this Service, Plan Sponsor must also use Empower’s vesting tracking service, if the Plan has a vesting schedule. If the Plan requires spousal consent for loans, the request must be submitted on a paper form. 9 ADDITIONAL SERVICE FEE INFORMATION

9.1. Payment of Fees. All Plan Sponsor paid fees shall be paid to Empower within thirty days of receipt of Empower’s invoice unless another arrangement has been pre-approved by Empower in writing. Fees may be collected by an Empower Affiliate. If any fees remain unpaid sixty days after the date billed, Plan Sponsor Directs Empower to deduct such fees from the Plan and Plan Sponsor affirms that the Plan document specifically allows such deduction from the Plan.

If the forfeiture or other Plan accounts would not pay Plan expenses under the Plan document or the Plan accounts are insufficient, Plan Sponsor Directs Empower to allocate such fees to the Participant accounts, and to the investment choices in which the Participant accounts are invested, on a pro rata basis using Participant account and investment option balance ratios as of the date of deduction. Plan Sponsor shall amend the Plan, if necessary, to provide for the payment of expenses from Plan assets consistent with the foregoing.

9.2. Fee Guarantee. Empower’s fees remain in effect for five (5) years from the Schedule Effective Date (“Guarantee Period”). Notwithstanding anything to the contrary, Empower may adjust fees at any time on notice to Plan Sponsor if: (i) Plan Sponsor elects to use different or additional services; (ii) Plan Sponsor changes any Investment Options used by the Plan that provide service fees or other compensation to Empower, if applicable; (iii) there is an employer-initiated event such as a plan merger, corporate acquisition or layoff resulting in a material decrease in Empower’s revenue or requiring Empower to perform additional services; (iv) legislative, regulatory or US postal rate changes impact the Services; or; (v) there is a material change in the service fees received by Empower from any Investment Options used by the Plan, if applicable. Empower may adjust fees at any time after the Guarantee Period expires on notice to Plan Sponsor.
10 ACCESS TO RECORDKEEPING SYSTEM & SERVICE REPRESENTATIVES

10.1. Automated Voice Response System. Participants will have access to an automated voice response system by a domestic custom toll-free number and international noncustom toll number 833-998-6323 to inquire or make account changes from a telephone. Inquiry services available from the automated voice response system will use share prices, unit values and account balances that are as of the last calculated unit value/share price. The automated voice response system will be available twenty-four hours a day, seven days a week, except for routine maintenance of the system which, when necessary, will generally take place on Sunday between the hours of 2:01 a.m. and 2:01 p.m. Eastern Time. However, the system may also be limited or unavailable during periods of peak demand, market volatility, systems upgrades, or maintenance, or for other reasons.

10.2. Participant Service Representatives. Participant service representatives will be available by a domestic toll-free number and international toll number to Empower to answer Participant questions and process applicable transactions each Business Day between the hours of 8:00 a.m. and 10:00 p.m. Eastern Time and on Saturdays between 9:00 a.m. and 5:30 p.m. Eastern Time.

10.3. Plan Sponsor Access to Recordkeeping System. Plan Sponsor may interface with Empower’s recordkeeping system online through the Plan Service Center to inquire or make changes while administering the Plan. On request, Empower will make representatives available to assist and train employees of Plan Sponsor in properly accessing and processing transactions on Empower’s Plan Sponsor website. Empower’s Plan Sponsor website will be available consistent with the availability of the automated VRU.

10.4. Participant Website

10.4.1. Website Use. Empower shall, as part of the Services, host, maintain and make certain information available to Plan Sponsor and Participants on a website or websites (the “Website Services”). Plan Sponsor shall not use or permit any use of the Website Services (i) in any unlawful or illegal manner; (ii) in any way that could impair the Website Services or any other party's use thereof; or (iii) to distribute, sell, resell, license or transfer any of Plan Sponsor’s rights to access or use the Website Services or make the Website Services available to any third party.

Any user credentials, including user identification and passwords, established by Plan Sponsor and its delegates or any Participant (each a “User ID”) is issued to a specific user and may not be shared or used by any individual other than that user. Plan Sponsor shall be responsible for the compliance by its users with the applicable terms of this section. Empower may terminate the User ID, or portions thereof, for any user involved in a breach of this section. Transmissions through the internet are inherently unsecure, virus protection software, firewalls and other security measures are not foolproof, and the Website Services and their content are not invulnerable to fraud or hacking. Empower may perform scheduled or emergency repairs, maintenance, and disaster recovery testing on the websites, and that such activity, or other circumstances beyond Empower’s reasonable control, may cause the Website Services to be unavailable or delayed. Empower will not be liable for any such delays or downtime in the Website Services, or for any virus or malicious access to the Website Services by third parties, provided that Empower has implemented and maintained security features relating to the Website Services that are consistent with the Agreement and commercially reasonable industry standards.

10.4.2. Access to Participant Website. Participants will have access on a custom URL: Empower.com/Anaheim, to a website to inquire or make certain account changes on the internet including single sign-on capability without the need for re-authentication when accessing the Empower website from Plan Sponsor website. Participants can download a complimentary Android app and an iOS phone, iPad and iOS Watch app. The Android and iOS Watch apps currently support inquiry-only capabilities while the iOS phone / iPad app supports both inquiry and certain change capabilities. All such apps are subject to the terms of the Agreement relating to privacy and data security.

10.4.3. Website Availability. The website will include Plan Sponsor’s logo and be available twenty-four hours a day, seven days a week, except for routine maintenance of the system which, when necessary, will generally take place on Saturday at 6:00 p.m. and end on Sunday at 2:00 p.m. Eastern Time. However, the system may also be limited or unavailable during periods of peak demand, market volatility, systems upgrades, or maintenance, or for other reasons.

10.4.4. Enhancements. Empower may periodically update or add new content, features, services, tools or other functionality to the Participant website or other Empower Software as part of its ongoing enhancement of the Services offered to Plan Sponsor or its Participants.

Empower shall offer such additions at no additional cost unless expressly agreed by Plan Sponsor or Participants (as applicable).

10.5. TRSFlex Service.

10.5.1. Outside Asset Feed. On a monthly basis, Empower shall take in an outside asset feed (the “TRSFlex Feed”) by standard secure file transfer protocol (“SFTP”) and layout from Plan Sponsor’s HRA third-party administrator (the “Health Reimbursement Arrangement (HRA) Administrator”). Certain data elements will be mutually agreed to by the parties and documented in the plan modification form or other applicable document and under the standard layout.

10.5.2. Reporting. Empower shall report certain of the HRA data elements, as stated above, on the Participant Website and the VRU. Certain data elements may also be used to provide estimated hypothetical monthly retirement income projections and performance against retirement goals on Empower’s Participant website experience. Empower shall establish a link to the HRA Administrator’s website, so that Participants can access online tools that the HRA Administrator makes available.

10.5.3. Responsibility of Plan Sponsor. Plan Sponsor shall maintain the necessary relationship with the HRA Administrator to direct such HRA Administrator to provide Empower with timely and accurate data as stated in this Schedule. Empower cannot effectively provide the TRSFlex service without Plan Sponsor’s cooperation. Empower has no responsibility for any incorrect information provided by Plan Sponsor or the HRA Administrator. 11 PARTICIPANT ENGAGEMENT, FINANCIAL WELLNESS AND ADVICE

SERVICES

11.1. Participant Engagement. The Participant Engagement Program provides Participants access to a virtual environment education team. Subject to availability, services to Participants include: virtual concierge one-on-one retirement plan counseling sessions, monthly live webinars, prescriptive and topic-specific webinars or on-site events (where appropriate) coordinated in collaboration with Plan Sponsor to complement the monthly webinar series.

11.2. Participant Education and Key Personnel. Empower shall provide employee education and communications materials to support Plan Sponsor with employee enrollment and education, including education and planning tools through the internet:

11.2.1. Empower shall provide educational or enrollment meetings as Directed by Plan Sponsor for a fee at Empower’s then current rate.

11.2.2. One (1) full-time representative(s) will be assigned to provide engagement services exclusively to the Plan. Such representative(s) will be responsible for all group meetings and individual counseling sessions as Directed by Plan Sponsor.

11.2.3. Key Personnel is as follows:

Executive Sponsor: Kelly Bush
Relationship Manager (RM): Jeff Cruz
Dedicated Retirement Plan Advisor (RPA): To be determined.

11.3. Plan Sponsor Committee Meetings. On request, an Empower representative shall attend periodic Plan Sponsor committee meetings and shall be prepared to provide information regarding the Plan and its activities.

11.4. Communications and Engagement Annual Strategy. Empower shall prepare a communications and engagement plan annually for review by Plan Sponsor. Such plan will be finalized in a mutually agreeable manner.

11.5. Education and Planning Tools. Empower shall provide employee plan and investment education and communications materials, including education and planning tools.

11.5.1. Empower Participant Experience. With certain exceptions, Empower provides Participants with an estimated hypothetical monthly retirement income and goal based on several factors including the Participant’s Plan assets, Plan contribution rates and compensation data on the Participant website.

11.5.2. Health Cost Estimator. With certain exceptions, Empower shall provide Participants access to Empower’s Health Cost Estimator (as defined below) on the Participant website. Health Cost Estimator provides Participants with estimated monthly health care expenses based on retirement age and certain personal health condition information provided to Empower by Participants (“Health Cost Estimator”). All health care costs and projections are provided by an unrelated third party vendor. The Health Insurance Portability and Accountability Act of 1996 does not apply to any personal health condition information provided to Empower by Participants.

Such health condition information is owned by the Participant and not Plan Sponsor and Empower shall not disclose any health condition information provided to Empower by Participants to Plan Sponsor without the Participant’s consent. Empower shall, except as provided in the preceding sentence, otherwise treat such health condition information as Personal Data under the Agreement.

Plan Sponsor shall not use any information it obtains through Health Cost Estimator other than for Plan purposes, contribution rates and compensation data.

11.5.3. Plan and Financial Education. Empower shall send certain actionoriented education communications to Participants according to a Participant’s behavior, preferences, and information. Messaging will include: (i) educational information about the tools and services available in the Plan; (ii) actions a Participant may take to build individual retirement savings; (iii) general financial topics to help Participants reach their financial goals; and (iv) information on additional options available that may provide a Participant with a more comprehensive savings strategy. A Participant must have an email address on file with Empower to receive such communications by email. The Participant can opt out of receiving these emails at any time as required by applicable law. Empower represents that education communications distributed to Participants under this Section are for educational purposes only and will not constitute investment advice under ERISA or other applicable law or regulation.

11.5.4. Distribution Education. Empower or its Affiliates will make retirement education consultants available to provide distribution education services to Participants and may contact terminated Participants who are eligible to receive distributions under the Plan to provide information regarding distribution options available under the Plan which is limited to the Empower IRA offered by Empower on request.

11.5.5. Financial Wellness Services. Empower’s financial wellness program provides Participants with tools and services to review overall financial wellness including the ability to assess total assets and liabilities and access tools that allow Participants to complete a personalized online assessment, the output of which provides the user with ideas on the next steps they can take to address financial concerns they identified when completing the assessment and educational resources to learn more about financial topics of interest, including a learning center with educational content on certain financial wellness topics. Empower or its Affiliates may make financial education consultants available to Participants to provide financial wellness consultations and may contact Participants to offer financial wellness consultations as agreed to by the Participant. Consultations involve topics such as: budgeting, saving, student debt, debt prioritization, life insurance, managing investments and consolidating assets. Empower’s financial wellness tools, services and consultations may include information on financial products and services made available by Empower or third-party providers if such information is requested or agreed to by the Participant. Participants may pay fees if they choose certain products. Empower may receive fees and other payments from the products selected by Participants. More information on the applicable financial wellness products and the fees and payments that may be received by Empower is available on request.

11.5.6. Investment and Distribution Advice. Empower may offer investment advice and provide recommendations as a fiduciary under applicable law to Participants on certain Plan transactions, such as point-in-time investment advice on designated investment alternatives, investment advisory services available under the Plan, and recommendations on distribution and rollover options, which may include services and products offered by Empower and its Affiliates.

When Empower acts as a fiduciary, it will do so in the best interest of the Participants. Empower shall provide such fiduciary services under applicable law. 12 REPORTING SERVICES

12.1. Participant Reporting. Empower shall provide Participants a confirmation for transactions involving investment allocations, investment transfers, contribution rates, change of address, rollover contributions, and rebalance activity. Empower shall also make available to each

14.1. Transition Services. Empower shall support the transition of recordkeeping and administrative services (“Transition Services”) to a successor service provider subject to the terms of the Agreement. Empower shall provide the following Transition Services before the Service End Date (as defined below).

14.2. Planning. Empower shall participate in conference calls and in-person meetings, as needed, with Plan Sponsor and the successor service provider to designate the transfer team, define communication channels, discuss the transfer process and define expectations, responsibilities, and applicable deadlines. Empower shall designate a transition project manager to lead and be the contact person for the transition effort. If Plan Sponsor requests that the project manager or other deconversion team member attend a transition services meeting in person at a site other than Empower’s office location, Empower’s fees for time and travel for such in-person meetings are at the then current rate.

14.3. Data Layouts. Empower shall provide the successor service provider with data layouts for Participants and Plan Data residing on Empower’s administration systems, including data layouts for paper statement indicators, rebalance frequency elections, ACH indicators, outstanding loan terms and payment amounts, powers of attorney on file, and dividend pass-through elections. The data layouts will correspond to Empower standard file formats.

14.4. Plan Materials. On termination, Empower shall provide the successor service provider with copies of all Plan summaries, individual Participant statements (on request) and other forms, reports, or web content; provided, however, Empower shall provide such Plan materials only if designed specifically for the Plan and not deemed by Empower to be proprietary. Plan Sponsor shall and shall require any third party to whom Plan Sponsor provides the materials to agree, to maintain the confidentiality of all Empower materials and information, including web content, communications material, and information on Empower’s Plan Sponsor Website.

14.5. “Test” Data Transfer Files. Empower shall provide the successor service provider with two full volume test extract data transfer files for the Plan at a time mutually agreed on by the parties. Control totals and standard Empower reports will accompany the files.

14.6. “Refresher” Data Transfer Files. Empower shall provide the successor service provider with one full volume test extract refresher data transfer files for the Plan at a time mutually agreed on by the parties. Control totals and standard Empower reports will accompany the files.

14.7. “Live” Data Transfer Files. Empower shall provide the successor service provider with one full live data transfer file to the successor service provider in Empower standard file format for the Participant and Plan Data residing on Empower’s administration systems as of a date mutually agreed on by the parties. The live data file will be in the same format as the test data.

Control totals and standard Empower reports will accompany the live data transfer file.

14.8. Questions about Data on Transfer Files. Empower shall provide up to twentyfive aggregate hours of Empower’s time to answer questions about system data provided by Empower on the test data transfer files, the refresher data transfer files and the live data transfer file. Empower shall charge the Plan or Plan Sponsor at then-current hourly rates for time spent more than twenty-five hours.

14.9. Answering Questions. Empower shall provide up to twenty-five aggregate hours of Empower’s time responding to questions about Plan administrative practices and communication materials used by Empower in servicing the Plan. Empower shall charge the Plan or Plan Sponsor at then-current hourly rates for time spent more than twenty-five hours.

14.10. Final Participant Valuation. Empower shall send to the successor service provider, at a mutually agreed on date, reports of all historical files, documents and records necessary for the continuing administration and recordkeeping of the Plan in electronic form (where available) or paper form, or both (“Final Participant Valuation”). As of the Service End Date, the Final Participant Valuation includes: (i) current Participant indicative and financial data; (ii) Participant level reports; (iii) Plan level totals; (iv) investment valuation statement; (v) employee loan status report; (vi) loan summary report; (vii) deemed loan report; (viii) highest outstanding loan balance report; (ix) RMD report; (x) installment tax withholding report; and (xi) on-line beneficiary data. Notwithstanding the foregoing, the reports and information identified as Final Participant Valuation are subject to change based on changes in Plan administration and system requirements. Empower shall provide only those reports applicable to the Plan and currently available from Empower’s recordkeeping system.

14.11. Open Participant Case Records. Empower shall send open case records at a mutually agreed date, or Service End Date, if later, to Plan Sponsor or to successor service provider at Plan Sponsor’s Direction.

14.12. Year-end Processing. For Services that conclude as of December 31 for a calendar year plan or the end of the Plan’s fiscal year, as applicable, Empower shall perform any compliance testing, government filings, or other reporting required as of that year-end. For Services that conclude as of any date other than December 31, Empower shall perform any government filings for completed Services (e.g., Forms 1099-R for Participant distributions) and provide to Plan Sponsor the same year-end reports and information otherwise provided for a calendar or fiscal year, as applicable, but only reflecting the portion of the calendar or fiscal year, as applicable, for which Services were provided.

14.13. Fees Related to Transition Services. If Plan Sponsor requests Empower to provide additional or extraordinary Transition Services (beyond those described in Sections 14.2 through 14.12 above) including change in data layout, change of data elements in standard layouts, number of data transfer files, or services beyond Service End Date, Empower may charge the Plan or Plan Sponsor, as Directed by Plan Sponsor, for additional or extraordinary Transition Services at then-current hourly rates. If payment is not received within the required timeframe, Empower will stop all Transition Services until payment is received.

14.14. Transition Services after Service End Date. Empower shall perform the following Transition Services for ninety days following the Agreement or this Schedule’s termination effective date (“Service End Date”).

14.14.1.Empower shall provide up to twenty hours of Empower’s time responding to questions from Plan Sponsor or its auditor

14.14.2.If information and reporting is readily available from Empower’s systems, Empower shall provide to the successor service provider the following Transition Services for up to one hundred and ten requests per month: (a) loan repayment information; (b) Participant account balances as of specific dates; (c) Participant account earnings and dividends for specific time periods; (d) distribution history information; (e) reporting or respond to other Participant account history information requests; (f) Participant account history information (excluding QDRO related information); (g) Participant statements; (h) duplicate Forms 1099-R; (i) Provide QDRO related account history; (j) respond to questions regarding Plan specific processes, provided however that if the number of requests exceeds one hundred and ten in any given month, a fee at the then current hourly rate will be assessed.

EXHIBIT XI-1:

APPROVED QDRO PROCEDURES FORM
For the

1. City of Anaheim 457 Deferred Compensation Plan – Regular Employees (“457(b) Plan”) Group Account Number: 100716-01

2. City of Anaheim 401(a) Defined Contribution Plan (“401(a) Plan”) Group Account Number: 100716-02

3. City of Anaheim 3121 Deferred Compensation Plan (“457 PTS Plan”) Group Account Number: 100716-03
INTRODUCTION. Empower has arranged for QDRO Consultants to review domestic relations orders (DROs) related to the Plan, and to determine whether they are qualified domestic relations orders (QDROs). The Plan is a defined contribution plan that provides a Participant with a benefit equal to the vested portion of the Participant’s account balance.

1.1. These QDRO Procedures help Plan Participants and other interested parties prepare QDROs more effectively and efficiently. Among other things, these QDRO Procedures explain:
x Who to contact for relevant information or Plan documents; x The required information that must be in a DRO;
x The important information that should be in a DRO, and how the DRO will be interpreted if such information is not included;
x Model or sample language to assist the parties in preparing a DRO; x Where to send a draft or Executed DRO for review;
x How the Alternate Payee’s interests will be protected during the DRO review process, including any time or other limits on the review period; x The opportunity to revise a rejected DRO;
x Who the Alternate Payee should contact to begin benefit payments; and x What happens when the Participant or Alternate Payee dies.

2. CONTACT INFORMATION. If you have questions or requests related to the review or determination of a QDRO, please contact QDRO Consultants at:

QDRO Consultants
www.qdros.com/contact
If you need a Participant’s benefit statement, Plan documents (such as a summary plan description), or if you have other questions or requests related to the Plan or a Participant, please contact the Plan Recordkeeper at:

Empower Retirement, LLC
P.O. Box 173764
Denver, CO 80217-3764
Phone: 1-800-338-4015
Fax: 1-866-633-5212

3. DEFINITIONS TO QDRO EXHIBIT

Alternate Payee: An Alternate Payee is a Participant’s spouse, former spouse, child, or other dependent who is assigned Plan benefits in a DRO.

Approval Letter: A letter to the interested parties that indicates QDRO Consultants has approved an Executed DRO and explains how the Plan Administrator will administer the QDRO’s terms and provisions.

Domestic Relations Order (DRO): Generally, a DRO is a court order, or an order issued by another authorized state agency, that (1) is made pursuant to a state domestic relations law, and (2) provides for payment of child support, alimony, or marital property rights to an Alternate Payee.

Empower: Empower Retirement, LLC is a retirement plan recordkeeping financial holding company based in Greenwood Village, Colorado, United States.

ERISA: ERISA is the acronym for the Employee Retirement Income Security Act of 1974, as amended, which governs most retirement and pension plans.

Executed DRO: A DRO that is signed and file stamped by the appropriate state court, or signed and dated by the relevant state agency, including a copy of such DRO.

Participant: An individual who has a benefit in the Plan.

Plan: The defined contribution plan identified in these QDRO Procedures.

Plan Administrator: The person(s) or entity designated by the Plan’s sponsor to have primary authority and responsibility to administer the Plan’s terms and provisions.

Pre-Approval Letter: A letter to the interested parties that indicates QDRO Consultants has approved a draft DRO that would be a QDRO if it were an Executed DRO.

QDRO Consultants: QDRO Consultants Co., LLC (“QC”), was hired by Empower to review DROs to determine whether DROs are qualified pursuant to the Plan’s QDRO procedures, and to send relevant notices to the interested parties.

Qualified Domestic Relations Order (QDRO): A QDRO is a DRO that (1) requires the Plan Administrator to assign or transfer some or all of a Participant’s Plan benefits to an Alternate Payee, (2) contains the information required by ERISA Section 206(d)(3)(C), (3) does not violate the restrictions in ERISA Section 206(d)(3)(D), and (4) satisfies the other requirements contained in these QDRO Procedures. Also, a DRO is not a QDRO until QC has determined, consistent with the Plan Administrator’s instructions, that the DRO is qualified.

4. QDRO CONTENTS.

Generally, a DRO must contain certain “required information” to be a QDRO and should include certain other “important information.” The subsections below discuss these categories of information in more detail.

Model QDRO Language, which addresses all required issues, can be provided to assist you in preparing the DRO.

4.1. REQUIRED INFORMATION
Generally, QC will reject a DRO that does not contain the required information listed below or includes instructions that are not clear. However, if a DRO does not contain a party’s last known mailing address, social security number, and/or date of birth, and if QC otherwise receives the missing information, QDRO Consultants will review the DRO as if it contains the missing information. Also, if a DRO contains a retirement plan name that is not the Plan’s exact legal name, as identified below, and if it is clear that the plan referenced in the DRO is intended to be the Plan, QC will review the DRO as if it contains the Plan’s legal name.

Names and Addresses: The DRO must include the names and last known mailing addresses of the Participant and Alternate Payee.

Social Security Numbers: The DRO must include the social security numbers of the Participant and Alternate Payee. For privacy reasons, you may provide these in a separate document.

Dates of Birth: The DRO must include the dates of birth for the Participant and Alternate Payee. For privacy reasons, you may provide these in a separate document.

The Plan’s Legal Name: The DRO must identify the Plan by its legal name: City of Anaheim 457 Deferred Compensation Plan – Regular Employees, City of Anaheim 3121 Deferred Compensation Plan – Part-Time Employees and City of Anaheim 401(a) Defined Contribution Plan.

State Domestic Relations Law: The DRO must state that it is made pursuant to a state domestic relations law.

Child Support / Alimony / Marital Property Rights: The DRO must indicate that it provides child support, spousal support, and/or marital property rights to the Alternate Payee.

Alternate Payee’s Benefits: The DRO must clearly state the portion of the Participant’s Plan benefits that is assigned to the Alternate Payee, either as a lump-sum dollar amount OR a percentage of the Participant’s account balance and must include the date as of which the assignment is effective (“Assignment Date”).

The current recordkeeper cannot obtain account balance information or calculate investment gains/losses on any Participant accounts for periods prior to the restriction date as determined by Empower Retirement, LLC, which is July 1, 2025 (“Restriction Date”).

Therefore, the DRO must not contain an Assignment Date that is prior to the Restriction Date.

Payment Date: The DRO must include language that permits the Alternate Payee to elect to begin receiving his/her benefits as soon as administratively possible after the date that QC determines that the DRO is a QDRO or, if later, at the earliest date permitted under the Plan.

Payment Period: The DRO must include language that the Alternate Payee shall receive his/her benefits in a single lump-sum payment, or in any other form of payment that the Plan permits.

4.2. IMPORTANT INFORMATION / DEFAULT PROVISIONS
The DRO should also address the following issues. If it does not QC will review the DRO as if it includes the default provision identified below for that issue.

Investment Gains/Losses: The DRO should specify whether the Alternate Payee’s share of the Participant’s benefits will be credited with investment earnings (which include both gains and losses) from the Assignment Date to the date that the Plan Administrator establishes and funds a separate account for the Alternate Payee (“Segregation Date”).

If the DRO is silent on this matter, the Plan Administrator will credit investment earnings to the Alternate Payee from the Assignment Date to the Segregation Date.

The Plan Administrator will always credit investment earnings to the Alternate Payee’s account from the Segregation Date to the date the Alternate Payee receives payment of his/her benefits.

Allocation to Alternate Payee from Participant's Accounts: The DRO should state how the Alternate Payee’s assigned benefits shall be allocated from all of the Participant's vested sub-accounts and/or investment funds (excluding any Plan loan) as of the Segregation Date.

If the DRO is silent on this matter, the Plan Administrator will administer the QDRO as if it included a provision to allocate the Alternate Payee’s assigned benefits on a pro rata basis from all of the Participant’s vested sub-accounts and/or investment funds (excluding any Plan loan) as of the Segregation Date.

Initial Investment of Alternate Payee’s Benefits: The DRO should state how the Alternate Payee’s benefits shall be initially invested. If the DRO is silent on this matter, the Plan Administrator will administer the QDRO as if it included a provision for the Alternate Payee’s benefits to be initially invested in the same funds and in the same proportion as the Participant’s account. The DRO should also state that the Alternate Payee may then elect any investment option that the Plan offers.

Participant Loans: If the DRO assigns a percentage of the Participant’s account balance to the Alternate Payee, the DRO should specify whether the Participant’s Plan loans, if any, will be included or excluded in the Participant’s account balance when calculating the Alternate Payee’s share of the Participant’s benefits. The examples below show that including Plan loan value will increase the amount assigned to the Alternate Payee.

Example – 50% assignment / Excluding loan balance
Participant’s Total Account Balance $100,000
Participant’s Outstanding Loan Balance $20,000
Participant’s Account Balance Excluding Loans $80,000
($100,000 - $20,000)
50% Assignment to Alternate Payee (0.5 x $80,000) $40,000 Example – 50% assignment / Including loan balance
Participant’s Total Account Balance $100,000
Participant’s Outstanding Loan Balance $20,000
Participant’s Account Balance Including Loans
(loan is not subtracted)
$100,000
50% Assignment to Alternate Payee (0.5 x $100,000) $50,000 Please note that even if a portion of the Participant’s Plan loan value is transferred to the Alternate Payee, no portion of the actual Plan loan (i.e., the obligation to pay it back) may be transferred to the Alternate Payee. The Participant will have to pay back the entire loan.

If the DRO is silent on this matter, the Plan Administrator will administer the QDRO as if it specified that the Participant’s Plan loans will be excluded from the Participant’s account balance for this purpose.

Alternate Payee’s Death: The DRO should specify that, if the Alternate Payee dies before receiving payment of his/her entire benefit, the Plan shall pay any remaining benefits to the Alternate Payee’s beneficiary. If the DRO is silent on this matter, the Plan Administrator will administer the DRO as if it included this default provision.

Participant’s Death: The DRO should specify that the Participant’s death shall not affect the Alternate Payee’s right to his/her benefits as provided in the QDRO. If the DRO is silent on this matter, the Plan Administrator will administer the DRO as if it included this default provision.

QDRO Review and Determination Fee: To cover the cost of reviewing a DRO, the Plan Administrator will deduct from the Participant’s and/or the Alternate Payee’s account balance a one-time QDRO review and determination fee equal to $250.00. This fee applies even if QC does not approve the DRO.

The DRO should specify, from among the following options, how the fee should be allocated between the Participant’s and/or the Alternate Payee’s account balance:
x Divided equally between the Participant and the Alternate Payee; x Charged entirely to the Participant; or
x Charged entirely to the Alternate Payee.

If the DRO is silent on this matter, the Plan Administrator will administer the DRO as if it specified that the fee be divided equally between the Participant and Alternate Payee.

Regardless of how the DRO directs the fee to be allocated, when you first submit a DRO (regardless of whether it is a draft or Executed DRO) to QC, the Plan Administrator will deduct the entire fee from the Participant’s account balance. If QC approves the DRO, the Plan Administrator will reduce the amount of benefits assigned to the Alternate Payee by the portion of the fee, if any, that is allocated to the Alternate Payee.

5. DRO REVIEW PROCESS
When you have prepared a DRO and you would like the Plan to enforce it, you must submit the DRO to QC for review. To ensure timely receipt, DROs should be securely submitted at https://qdros.com/submit. Please see the “CONTACT INFORMATION” section above for QC’s contact information. Consistent with these QDRO Procedures and as directed by the Plan Administrator, QC will determine whether an Executed DRO qualifies as a QDRO, or whether a draft DRO would qualify if it were executed.

The Plan Administrator will typically place a “hold” on the Participant’s Plan benefit during the period of the review to protect benefits that may be assigned to the Alternate Payee, as described in the “BENEFIT HOLD / RESTRICTION” section below.

5.1. Review of Draft DROs: The Plan Administrator will enforce only an Executed DRO that qualifies as a QDRO. However, you may choose to submit a draft DRO to QC for review before having it executed. Addressing potential issues in the DRO before having it executed reduces the likelihood that you will need to submit multiple revised drafts to the court.

5.2. DRO is Rejected. If QC rejects a DRO, QC will promptly notify the Participant, Alternate Payee, and their attorneys and/or representatives in writing, including the specific reason(s) why the DRO failed to qualify.

5.2.1.Revise a Rejected DRO: Generally, interested parties will have an opportunity to revise a rejected DRO and to resubmit it to QC for another review and determination.

However, there is a maximum period the Plan Administrator will “hold” a Participant’s benefit during the DRO review process, as described in the “BENEFIT HOLD / RESTRICTION” section below.

5.3. DRO is Approved. If QC determines that a DRO is a QDRO, QC will promptly send a Pre-Approval Letter (for a draft DRO) or an Approval Letter (for an Executed DRO) to the Participant, Alternate Payee, and their attorneys and/or representatives.

6. BENEFIT HOLD / RESTRICTION
The Plan Administrator will place a “hold” on the Participant's Plan benefit during the DRO review process, as well as upon certain other triggering events. The hold will protect benefits that may be assigned to an Alternate Payee by preventing the Participant from receiving any benefit payments from the Plan.

6.1. Placing a Benefit Hold
QC will direct the Plan’s recordkeeper to place a hold on a Participant’s Plan benefit as soon as administratively feasible after receiving any of the following:
x Draft DRO;
x Executed DRO;
x Other court order that attempts to place a hold on, or assign part of, a Participant’s Plan benefit (e.g., temporary restraining order, income withholding order, etc.); x Joinder or other similar court document that attempts to join the Plan as a party to a domestic relations proceeding;
x Letter of adverse interest or other written notice from a potential Alternate Payee, or his/her attorney, that the Alternate Payee has an interest in the Participant’s Plan benefit; or
x Plan Administrator’s written direction to place a hold.

Divorce Decree – QC will direct the recordkeeper to place a hold if it receives a divorce decree or similar court order.

Please Note – Simply requesting a copy of the Plan’s QDRO Procedures or Model QDRO is not sufficient to place a hold on a Participant’s Plan benefit.

Generally, a benefit hold will continue until it is removed by a subsequent action, as described in the subsection below.

6.2. Removing a Benefit Hold
The requirements to remove a benefit hold may be different depending on the reason the hold was placed. Each paragraph in this subsection lists, in bold type, a document that can cause a hold to be placed, followed by the method(s) to remove a hold placed pursuant to that document.

6.2.1. Draft DRO / Letter of Adverse Interest: If a benefit hold was placed due to receiving a draft DRO, or a letter of adverse interest or similar written notice, QC will direct the Plan’s recordkeeper to remove the hold upon receiving any of the following:
x Executed DRO (at which time an Executed DRO benefit hold will commence); x Subsequent court order to remove the hold, or that clearly indicates the Alternate Payee has no interest in the Participant’s Plan benefit; x Plan Administrator’s written direction to remove the hold; or x Notarized letter from the Alternate Payee, or letter from his/her attorney, that requests the removal of the hold, and that names the Plan and the Participant.

6.2.2. Executed DRO: If a benefit hold was placed due to receiving an Executed DRO, QC will direct the Plan’s recordkeeper to remove the hold (1) if it approves the DRO, or (2) upon receiving any of the following:
x Subsequent Executed DRO that vacates or revises the prior Executed DRO (at which time a new Executed DRO benefit hold will commence); x Subsequent court order that terminates the Alternate Payee’s right to the Participant’s Plan benefit, including an order to vacate the Executed DRO; or x Plan Administrator’s written direction to remove the hold.

6.2.3. Other Court Order / Joinder: If a benefit hold was placed due to receiving a court order, other than a DRO, or a joinder or other similar court document, QC will direct the Plan’s recordkeeper to remove the hold upon receiving any of the following:
x Executed DRO (at which time an Executed DRO benefit hold will commence); x Subsequent court order to remove the hold, that vacates the court order or joinder that caused the hold, or that clearly indicates the Alternate Payee has no interest in the Participant’s Plan benefit; or
x Plan Administrator’s written direction to remove the hold.

6.2.4. Plan Administrator’s Written Direction: If a benefit hold was placed due to receiving the Plan Administrator’s written direction, QC will direct the Plan’s recordkeeper to remove the hold only upon receiving the Plan Administrator’s subsequent written direction to remove the hold.

7. EFFECT OF REMOVING HOLD / SUBSEQUENT DRO
Approved DRO Before Hold Removal: If QC approves an Executed DRO before a benefit hold is removed, the Alternate Payee will receive payments from the Plan pursuant to the QDRO.

No Approval Before Hold Removal: If QC does not approve an Executed DRO before a benefit hold is removed, the Participant will be permitted to elect to receive a distribution if he/she is otherwise eligible.

Approved DRO After Hold Removal: If QC approves an Executed DRO after a hold is removed, the QDRO will be applied on a prospective basis only.

8. MISCELLANEOUS

8.1. Fair Split of Participant’s Benefits
QC will not answer questions regarding whether a QDRO has fairly or equitably divided the Participant’s benefits among the Participant and Alternate Payee. Instead, QC’s role is limited to the technical requirements of DRO review and QDRO determination. It is the responsibility of the parties and/or their attorneys to determine what is fair and equitable, and to negotiate the QDRO’s substantive provisions.

8.2. Incorrect Payments
The Plan Administrator has the right to require the Participant and/or the Alternate Payee to return to the Plan any overpayment. An overpayment is any Plan payment (or portion of a payment) to a party that was not required by the Plan or a QDRO. If the overpayment should have been paid to the other party, the Plan will recover the overpayment from the overpaid party and, in turn, will pay that amount to the other party.

8.3. QDROs Issued After Death
A DRO will not fail to qualify as a QDRO solely because it was submitted to the Plan Administrator after the death of the Participant or Alternate Payee. For example, if an attorney submits a draft DRO to be preapproved and the Participant or Alternate Payee dies before the DRO is signed by the court, the Plan Administrator would honor an Executed DRO submitted after the Participant’s or Alternate Payee’s death if it otherwise would qualify as a QDRO.

8.4. Begin Alternate Payee’s Benefit Payments
If QC approves a DRO, and if the Alternate Payee is eligible to begin receiving his/her assigned benefits, the Alternate Payee must contact Empower Retirement at 1-800-338- 4015 to obtain the appropriate payment forms and instructions. The Alternate Payee should allow sufficient time subsequent to approval of the DRO for the Plan Recordkeeper to calculate and segregate the Alternate Payee’s assigned benefit, before contacting Empower Retirement.

8.5. Federal Taxes
The Internal Revenue Code provides that an Alternate Payee, who is the Participant’s spouse or former spouse, is responsible for all federal taxes on Plan distributions to the Alternate Payee. On the other hand, for distributions to an Alternate Payee who is the Participant’s child or other dependent, the Participant is responsible for all such federal taxes. A QDRO may not change these rules of federal taxation and, as a result, a DRO does not need to identify which party is responsible. If a DRO does address federal taxes, QC will not reject the DRO even if it is inconsistent with federal tax law. However, the Plan Administrator will report distributions as required by law, regardless of any conflicting provisions in the QDRO.

EXHIBIT XI-2:

FLOAT DISCLOSURE

EXHIBIT XI-3:

FINANCIAL PLANNING SERVICES
For the Plan(s) on Schedule III, Empower Advisory Group, LLC (“EAG”), an Affiliate of Empower, may offer Financial Planning Services to Participants under the terms of the Agreement.

EAG is an investment adviser registered with the Securities and Exchange Commission. EAG shall act as a fiduciary under the Investment Advisers Act of 1940 in providing financial planning services. If the financial plan includes point-in-time investment advice on Plan investment options, EAG shall act as an ERISA fiduciary relating to such investment advice. The financial planning services will include consultation with the Participant about financial goals, which may include budgeting, savings, income planning and other financial concepts and may include information regarding financial services and products offered by EAG and its Affiliates. Financial planning services are provided as a point-in-time evaluation and are not subject to ongoing monitoring or review on a regular or periodic basis by EAG. Participants may contact EAG to update or make changes to the financial plan.

Fees for the financial planning services are included in the Basic Plan Administration Fee and Plan Sponsor has determined that the financial planning services are appropriate and necessary for the Plan.

EAG will provide twelve (12) onsite training days for the aforementioned service.

EMPOWER ADVISORY GROUP, LLC
___________________________________
Signature
Tina Wilson __________________________
Printed Name
EVP & Chief Product Officer___________
Title
___________________________________
Date Signed

SCHEDULE I

PERFORMANCE STANDARDS

SCHEDULE II

FEE SCHEDULE

SCHEDULE II

FEE SCHEDULE
City of Anaheim 457 Deferred Compensation Plan – Regular Employees, City of Anaheim 3121 Deferred Compensation Plan – Part-Time Employees and City of Anaheim 401(a) Defined Contribution Plan - 457(b) & 401(a) Governmental Plans
Service Fee
Basic Plan Administration Fee (charged to
Participant accounts)

0.01% (1 basis points) per year
Additionally, there will be a separate
administrative fee of up to 0.02% (2 basis
points), which applies to the 457 in accordance
with Section C 1-2.

Distribution Fees (includes In-Service
Withdrawals, Hardships, Unforeseeable
Emergencies, QDROs or Severance
Distributions
No Fees.

Hardship Review Fee No Fees.

Automated Mandatory Distribution (De
Minimis) Distribution Withdrawal Fee
No Fees.

QDRO Fee
For each qualified and processed QDRO, Empower
shall deduct the Participant’s portion of the fee from
the Participant’s account balance, and Empower shall
deduct the alternate payee’s portion of the fee from
the alternate payee’s account or from the lump sum
distribution, as applicable.
$250.00
Periodic Payment Fees No Fees.

Self-Directed Brokerage (SDB) Fee $60.00 per Participant who opens an SDB, per year, deducted from the Participant’s account
balance in the amount of $15 per quarter.

Loan Fees (charged to the Participant) (for
457 Plan only)
$50.00 loan origination fee will be deducted
from the amount of each loan processed
$25.00 annual loan maintenance and
conversion fee per loan will be deducted from
the Participant’s account in the amount of
$6.25 per quarter
Express Delivery Fees. Empower will assess
an additional fee to the Participant on a
Participant’s request for express delivery.
$50.00 per disbursement*
ACH Special Handling Fee. Empower will
assess an ACH special handling fee to the
Participant on a Participant’s request for a
disbursement by ACH
$15.00 per disbursement*
Reprocessing Fee. If Plan Sponsor provides
incorrect or incomplete information or provides
data in an unusable electronic or hard copy
paper format, Empower will assess a fee at
Empower’s then current rate to Plan Sponsor to
reprocess or put the data into a useable format.
(Submission of data in a hard copy format will
be considered a request to provide this service;
this includes submission of Participant account
takeover data).
$200.00 per hour or as reasonably determined
by Empower*
Additional Plan Work. Empower may, at its
discretion, provide additional plan work at Plan
Sponsor’s request, which will be charged to
Plan Sponsor at Empower’s then current hourly
rate or as quoted based on the additional plan
work requested.
$200.00 per hour*
Managed Accounts Per Participant Annual
Fee
First $100,000 of account balance: 0.45%
Next $150,000, up to $250,000 account
balance: 0.35
Next $150,000, up to $250,000 account
balance: 0.25%
Amounts greater than $400,000: 0.15%
Additionally, 0.05% (5 basis points) from
Managed Accounts assets will be deposited
into a Plan Expense Account by way of a
separate Letter of Direction on a quarterly
basis.

Financial Planning Fee No Fees.

Empower Advisory Group will provide twelve
(12) onsite training days at no additional cost.

HRA Services Fee Absent an explicit agreement to the contrary between ANAHEIM and CONTRACTOR,
participant fees and expenses shall be payable
from HRA assets, in accordance with the
requirements of the HRA Program. Participant
accounts shall be assessed an annual asset fee
of 0.095% (9.5 basis points), which will be
prorated and deducted from Participant
Accounts on a daily basis at a rate of 1/365 of
the asset based fee.

TRSFlex Service Fees No Fees.

Plan Document Restatement & Plan
Document Amendment Fees
No Fees.
* Fees reflect current rates as of the effective date of this Agreement and may be adjusted from time to time to reflect cost increases.

SCHEDULE III

INVESTMENT ADVISORY &

MANAGEMENT SERVICES

SCHEDULE
x III-1: DISCRETIONARY INVESTMENT ADVISORY AND

NON-DISCRETIONARY SERVICES
x III-2: EAG ADV BROCHURE

SCHEDULE III:

INVESTMENT ADVISORY & MANAGEMENT SERVICES SCHEDULE

LIST OF PLANS

1. City of Anaheim 457 Deferred Compensation Plan – Regular Employees (“457(b) Plan”) Group Account Number: 100716-01

2. City of Anaheim 401(a) Defined Contribution Plan (“401(a) Plan”) Group Account Number: 100716-02

3. City of Anaheim 3121 Deferred Compensation Plan – Part-Time Employees (“457 PTS Plan”) Group Account Number: 100716-03
This Investment Advisory and Management Services Schedule (“Schedule”) is entered into by the parties under the Agreement. This Schedule is between Empower Advisory Group, LLC, an Affiliate of Empower (“Adviser”) and Plan Sponsor effective as of July 1, 2025 (“Schedule Effective Date”). This Schedule incorporates by reference, and each party is bound by the terms of the Agreement. As such, this Schedule forms a separate and independent Investment Advisory and Management Services agreement for the Plan. Capitalized terms used but not defined in this Schedule have the meanings given to them in the Agreement. If the terms of the Agreement and this Schedule conflict, this Schedule controls, but only regarding the Services (defined below) rendered by Adviser relating to the employee benefit plan(s) sponsored by Plan Sponsor. The terms of this Schedule will not govern nor have any applicability to other relationships or services between Empower, or any other Empower Affiliate, and Plan Sponsor.

Plan Sponsor is engaging Adviser under this Schedule to provide investment advisory and analytic Services to certain Participants in the Plan(s) (defined below) for which Empower provides recordkeeping, administrative and other Services for Plan Sponsor as stated in the Agreement. Plan Sponsor maintains the Plan, and for itself, as Plan Sponsor, and for the Plan Administrator of the Plan, has the authority to appoint agents and service providers for the Plan. Plan Sponsor understands that Adviser has selected Morningstar Investment Management, LLC (“Subadviser”) to serve as an independent financial expert under Department of Labor Advisory Opinion 2001- 09A (and any modifications or amendments), to perform investment services including advisory Services and discretionary Managed Account Services, as further described in this Schedule.

Adviser and Plan Sponsor agree as follows:

1. DEFINITIONS
“Advisers Act” means the Investment Advisers Act of 1940, as amended. “Managed Account Participant” means a Participant participating in the Managed Account Service, or its successor service.
“Managed Account Service” means Adviser’s discretionary investment advisory service, as further defined in this Schedule.
“Online Advice Participant” means a Participant using the Online Advice Service by accepting Adviser’s online investment service agreement or terms of use. “Online Advice Service” means Adviser’s non-discretionary investment advisory service, Online Advice, or its successor, as further defined in this Schedule. “Opt-out Feature” means a feature of the Managed Account Service selected by Plan Sponsor through which Participants, designated by Plan Sponsor, are automatically enrolled in the Managed Account Service, as further defined in this Schedule.
“Participant” means an eligible participant, beneficiary or alternate payee who is eligible for the Services.
“Plan” means the employee benefit plan or plans, or other compensation programs or arrangements maintained by Plan Sponsor as listed in this Schedule (as the same may be amended in writing by the parties). If more than one Plan is covered by this Schedule, any references in this Schedule to the Plan means each of the Plans, unless the context requires otherwise. “Plan Administrator” means the “administrator” of the Plan as that term is defined under Section 3(16)(A) of ERISA and Section 414(g) of the Code, or such comparable person responsible for the administration of the Plan if the Plan is not subject to such ERISA or Code provisions. “Rollout Date” means that date on which Adviser has made all of the Services provided under this Schedule available to Participants.
“Schedule” means this Investment Advisory and Management Services Schedule, including any exhibits (“Exhibits”) attached as of the Schedule Effective Date or hereafter as mutually agreed to in writing by the parties.
“Services” means the specific services for the Plan covered by this Schedule (including the attached Exhibits).

2. SERVICES PROVIDED BY ADVISER

2.1. This Schedule describes the terms under which Adviser will provide Services to the Plan. The terms of this Schedule are incorporated by reference into each Exhibit. Adviser represents that: (i) it is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act, (ii) it is an investment adviser and fiduciary under the Advisers Act and is a fiduciary under ERISA if it provides Services to Online Advice Participants, and (iii) it is an investment adviser and fiduciary under the Advisers Act and is an investment manager (as defined under Section 3(38) of ERISA) if it provides Services to Managed Account Participants.

2.2. The parties specifically agree that no provision of this Schedule or any Exhibit requires Adviser to: (i) provide investment advice to Plan Sponsor or Plan Administrator; (ii) exercise any discretionary authority or discretionary control relating to the management of the Plan; or (iii) have or exercise any discretionary authority or responsibility in the administration of the Plan, including the selection of the Opt-Out Feature of the Managed Account Service (if applicable). Adviser has no discretion or responsibility to interpret provisions of the Plan or to determine eligibility, participation, or the right to receive benefits under the Plan.

2.3. Adviser shall take appropriate actions and maintain policies and procedures reasonably necessary to ensure Adviser does not engage in any nonexempt prohibited transactions under ERISA in providing Services hereunder. Adviser’s policies and procedures are designed to comply with applicable law, including Department of Labor Advisory Opinion 2001-09A (and any modifications or amendments), under which Adviser has delegated certain obligations under this Schedule to Subadviser, as described in Adviser’s Form ADV Brochure.

2.4. Adviser has authorized Empower Financial Services, Inc. (“EFSI”), an Affiliate of Adviser, and its licensed agents and registered representatives who are Empower employees (collectively, “Agents”) to solicit, refer and market Adviser’s Services. In addition to their salary, such Agents may earn bonus compensation based on engaging plan sponsors to offer EAG’s Services. Other Agents and Adviser representatives may be indirectly compensated through bonus compensation, in addition to their salary, for communication, education or assisting Participants to enroll in EAG’s Services. Compensation paid to Agents or Adviser representatives does not increase the fees paid by the Plan or their Participants.

2.5. Nothing in this Schedule is intended to constitute legal or tax advice from Adviser to Plan Sponsor, or to any other party. Plan Sponsor understands that Adviser has not given and may not give legal advice. All issues should be reviewed and discussed with Plan Sponsor’s legal counsel or tax adviser.

2.6. Empower’s current Privacy Notice is provided as a part of the AGREEMENT but does not lessen any of Empower’s obligations regarding Personal Data hereunder.

3. RESPONSIBILITIES OF PLAN SPONSOR

3.1. Plan Sponsor or its designated agents shall be responsible for providing to Adviser accurate data and information necessary to enable Adviser to perform the Services required under this Schedule, including timely and reasonable notification of employer-initiated events, the information, materials, Directions or other data referenced in any Schedule, and the information reasonably requested by Adviser to enable it to comply with federal law concerning Know Your Customer rules under the USA Patriot Act, in such form and when the parties mutually agree.

Adviser may reject or return any documents, materials, or other information that are unreadable, corrupted, or which Adviser cannot process. Plan Sponsor shall provide or assist Adviser in obtaining all Participant data that is necessary to perform its duties under this Schedule, including date of birth, income, gender, and state of residence. Timely receipt of appropriate information is a prerequisite to the performance of Adviser’s Services and Adviser are not liable for any delay or failure in the performance under this Schedule due to Plan Sponsor’s failure to comply with the information submission deadlines established and communicated to Plan Sponsor by Adviser in a timely manner.

3.2. Plan Sponsor or Plan Administrator shall make all discretionary decisions relating to the administration of the Plan relative to the Services and shall direct Adviser under such decisions. Plan Sponsor shall be responsible for selecting and monitoring the Investment Options offered through the Plan. Plan Sponsor agrees, for itself and for the Plan, that neither Adviser nor Subadviser have any authority or responsibility under this Schedule for the selection or monitoring of the Plan’s Investment Options, or the provision of investment advice to Plan Sponsor relating to the Plan’s Investment Options. Empower, as the Plan’s recordkeeper, may facilitate the use and awareness of the Services during the Plan enrollment process or as otherwise requested by Plan Sponsor and Empower’s call center may refer Participants to Adviser’s investment adviser representatives if the call concerns the Plan or their Plan account. If the individual terminates or otherwise un-enrolls from the Managed Account Service, such individual’s account will remain invested in the Investment Options as selected by the Adviser or Subadviser before such termination or un-enrollment and that the individual or Plan Sponsor is responsible for any subsequent changes to the Investment Options.

3.3. Plan Sponsor shall be responsible for deciding whether to implement the Opt-Out Feature of the Managed Account Service and determining which Participants will be subject to the Opt-Out Feature and direct Adviser relating to such decisions. If Plan Sponsor designates the Managed Account Service as the default investment for the Plan, Plan Sponsor shall be responsible for selecting an Investment Option for purposes of allocating individual accounts until the Adviser begins management of a Managed Account Participant’s account; provided, however, if the individual is not eligible for the Managed Account Service, such individual’s account will remain invested in the Investment Options selected by the individual or Plan Sponsor until the individual or Plan Sponsor directs otherwise.

3.4. Under the terms of this Schedule, Plan Sponsor appoints Adviser as an investment adviser or investment manager, as applicable. As an investment manager, Plan Sponsor Directs Adviser, without limitation, to initiate with Empower buys, sells, reallocations or other investment transactions and to calculate installment distributions, if applicable, under the Plan for Managed Account Participants. Each Managed Account Participant will acknowledge Adviser at the time of participation in the Managed Account Service. Any Managed Account Participant enrolled in the Managed Account Service through the Opt-Out Feature or Plan default process will be deemed, by and through Plan Sponsor, to have so acknowledged Adviser by the Managed Account Participant’s continued participation in the Managed Account Service after the applicable deadline by which such Participant was required to have declined participation in the Managed Account Service. Plan Sponsor understands and acknowledges that: (i) Adviser does not effect investment transactions and that investment transactions will be effected by the appropriate party or agent chosen by Plan Sponsor, including the Plan’s trustee or custodian; (ii) Adviser shall communicate, through Empower, information to initiate the investment transactions to such parties; and (iii) Empower shall make available to Adviser the investment transaction information related to the investment allocations directed by Adviser. Plan Sponsor also agrees that transactions initiated by Adviser for Managed Account Participants will not be subject to any Plan limitations or corporate policy restrictions, such as blackout periods (other than a blackout period applicable to all Managed Account Participants at the same time), preclearance requirements, or other transaction restrictions, unless required by law.

3.5. Plan Sponsor has received and read the supplemental Adviser’s Form ADV Brochure as required by Rule 204-3 of the Advisers Act.

3.6. The Plan’s Investment Options will be held by a custodian or trustee duly appointed by Plan Sponsor. Except for the fee deduction described in Section 4 of this Schedule, nothing contained in this Schedule is deemed to Direct Adviser to take or receive physical possession of any of the assets of the Plan or to confer custody of such assets on the Adviser within the meaning of Rule 206(4)-2 of the Advisers Act. Adviser does not have any proxy voting or other execution powers under the Plan, the Services, this Schedule or otherwise. Plan Sponsor has designated a person or persons other than Adviser to vote proxies relating to the Plan’s Investment Options.

3.7. Adviser may rely on and act on any instruction, certification, or Direction received (whether in writing, orally, by telephone, voice response system, fax or other teleprocess, or by other electronic means or other medium, including internet or e-mail transmission, acceptable to Adviser) from any person Adviser reasonably believes to be so authorized to provide such Direction. Adviser has no duty to inquire or to question the accuracy or completeness of any data or Direction provided to it.

3.8. Plan Sponsor represents that the Plan is qualified under Section 401(a) or 457 of the Code and the Puerto Rico Internal Revenue Code of 2011, as amended (“PR Code”), Section 1081.01, where applicable, that the Plan Administrator has been duly appointed under the Plan, and that the person executing this Schedule may do so. Plan Sponsor shall maintain the Plan’s documents, including any amendments based on design modifications, for determining operational compliance of the Plan with Plan documents, and, where applicable, for ensuring that the Plan is qualified under Section 401(a) or 457 of the code and its related trust is tax-exempt under Section 501(a) of the Code. Plan Sponsor shall promptly notify Adviser if Plan Sponsor learns of any facts or of any regulatory action or prospective action which may result in the Plan ceasing to be qualified, where applicable, under Section 401(a) or 457 of the Code. While Adviser may possess and consult a copy of the Plan, trust agreement or related document(s), the possession or consultation of those documents does not alter or expand Adviser’s responsibilities under this Schedule. If the Services will be offered in a non-qualified plan, Plan Sponsor has reviewed the form of payment of Adviser’s fees and determined that it is appropriate given the design and operation of the non-qualified plan.

4. FEES & CHARGES

4.1. Adviser is entitled to compensation for the Services it provides under the fee provisions attached to this Schedule. Fees will be deducted from the Plan’s trust or other funding vehicle, charged to Participant accounts, or invoiced to Plan Sponsor as elected in the applicable Schedule or as directed by Plan Sponsor. Plan Sponsor shall determine that fees paid are reasonable expenses of administering the Plan.

4.2. The Managed Account Service fees will be deducted directly from Managed Account Participant accounts in arrears. Plan Sponsor Directs Empower to collect these fees for Adviser and to deduct fees from Managed Account Participant accounts under the Service elections and fees described in Schedule III, Exhibit 1 attached to this Schedule.

4.3. Adviser may provide additional services under Direction from Plan Sponsor. Any fees for such additional services will be agreed on by Adviser and Plan Sponsor before the provision of additional services.

5. PRIVACY
Adviser acknowledges that it is a “financial institution,” within the meaning of Regulation S-P, Privacy of Consumer Financial Information, issued by the Securities and Exchange Commission (“Reg S-P”) along with the GLBA and other applicable federal and state laws. Adviser will receive Personal Data which constitutes “personally identifiable financial information,” within the meaning of Data Protection Laws. Adviser has adopted a Privacy Notice, which will apply to Personal Data, that may be amended.

6. FIDUCIARY INDEMNIFICATION
In addition to the Liability & Indemnification provision stated in this Agreement, Adviser shall also indemnify Plan Sponsor from Damages asserted by a third-party resulting from Adviser’s breach of its fiduciary duties under ERISA relating to the Services as described in this Schedule.

7. TERM & TERMINATION

7.1. Term. Either party may terminate this Schedule with ninety days’ notice to the other party of its intent to terminate unless terminated under the applicable provisions of Section

7.2 of this Schedule.

7.2. Termination. This Schedule automatically terminates in the following circumstances:

7.2.1. Either party notifies the other of that it has determined in good faith that the Schedule is not consistent with its fiduciary duties under ERISA or applicable federal or state law; or

7.2.2. The Agreement or the Recordkeeping Services Schedule between Plan Sponsor and Empower terminates or expires; or

7.2.3. The agreement between Adviser and Subadviser terminates or expires, and Adviser cannot contract with a suitable replacement to serve as a Subadviser.

7.3. Effect of Termination. As of the effective date of the termination of this Schedule, Adviser will terminate Participant access to the Services and stop performing any Services to Participants. Plan Sponsor shall notify Participants, including Online Advice Participants and Managed Account Participants, of the termination as soon as practicable. Adviser may assist Plan Sponsor in notifying Participants, Online Advice Participants and Managed Account Participants regarding the termination of Services; provided, however, if Plan Sponsor requests such assistance, Adviser may charge Plan Sponsor all reasonable fees, costs or expenses incurred by Adviser in connection with the provision of such assistance. Termination of the Schedule does not relieve Plan Sponsor or Managed Account Participants of their respective obligations, if any, to compensate Adviser for Services rendered through the effective date of such termination. If applicable, Adviser shall reimburse Plan Sponsor or Participants for any prepaid amounts that relate to the provision of Services after the effective date of termination.

8. AGENTS
Adviser has delegated certain of its obligations to Subadviser, and that Adviser may, in its sole discretion, to replace Subadviser on reasonable prior notice to Plan Sponsor. If the Subadviser terminates its agreement with the Adviser and provides advance notice to the Adviser, Adviser shall notify Plan Sponsor of such change as soon as reasonably practicable. If the Subadviser replacement is deemed unsatisfactory by Plan Sponsor, Plan Sponsor may terminate this Schedule at any time under Section 7. Adviser represents that Subadviser is not affiliated with Adviser or Empower and that Adviser has entered into an agreement with Subadviser that includes representations that the Subadviser: (i) is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act, and (ii) will maintain the required federal or state investment advisory registrations that permit it to perform its obligations under its agreement with Adviser, and (iii) will act, at all times in providing the methodology and software for Adviser’s Services, in conformity with the requirements imposed on Subadviser as an Subadviser under Department of Labor Advisory Opinion 2001-09A (and any modifications or amendments), if applicable to the Services.

9. NOTICES
All notices required by this Schedule must be in writing and must be sent to Adviser as stated below and to the most current Plan Sponsor and trustee address on file with Adviser. All notices sent are effective on receipt.

To Adviser:

Tina Wilson (or successor)
EVP & Chief Product Officer
Empower Advisory Group, LLC
8515 East Orchard Road
Greenwood Village, CO 80111
with a copy to:

Empower Advisory Group, LLC
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: General Counsel

The parties have signed this Schedule as of the Schedule Effective Date.

This Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures reasonably believed to be genuine on this Agreement or such other documents are the same as handwritten signatures for validity, enforceability, and admissibility. This Schedule is not binding on either party until signed by both parties.

EMPOWER ADVISORY GROUP, LLC City of Anaheim
___________________________________
Signature
___________________________________
Signature
Tina Wilson_________________________
Printed Name
___________________________________
Printed Name
EVP & Chief Product Officer___________
Title
___________________________________
Title
___________________________________
Date Signed
___________________________________
Date Signed
SCHEDULE III - EXHIBIT-1:

DISCRETIONARY INVESTMENT ADVISORY AND NON-DISCRETIONARY

SERVICES
Services under this Schedule start on a date as mutually agreed to by the parties, as administratively and operationally feasible.

1. GENERAL DESCRIPTION OF SERVICES

1.1 Adviser provides a full suite of discretionary and non-discretionary investment advisory services to eligible Participants as selected by Plan Sponsor. Such services may include set-up services, communications, reporting, investment recommendations, and initiation of investment transactions, subject to the terms of the Schedule and this Exhibit, as the same may be amended in writing by the Parties.

1.2 As part of its Services, Adviser provides Participants access by telephone to the telephone call center (investment adviser representatives available from 8:00 a.m. to 9:00 p.m.

Eastern Time, Business Days), and Adviser shall provide Participants, and designated representatives of Plan Sponsor, web access to Plan and Participant account information, subject to periodic maintenance and system availability.

2. SERVICE ELECTIONS

2.1 Managed Account Service.

2.1.1 As further described in Adviser’s Form ADV Brochure, the Managed Account Service provides discretionary advisory services, consisting of personalized portfolios created by Subadviser based on the Investment Options available in the Plan, to Managed Account Participants. The Managed Account Service allocates enrolled Participant accounts to personalized portfolios, and automatically rebalances portfolio allocations if Adviser believes rebalancing to be appropriate.

2.1.2 Unless otherwise agreed to by the parties, Adviser shall construct portfolios using the Plan’s core Investment Options (“Core Investment Options”), which are those Investment Options selected for use in the Plan by Plan Sponsor that provide investment choices under the following asset categories: Fixed Income/Cash, Bond, Large Cap, Small/Mid Cap, and International.

2.1.3 Core Investment Options do not include any employer stock alternatives or self-directed brokerage option alternatives. Unless Plan Sponsor restricts Adviser from selling employer stock held in an account managed by Adviser, Adviser shall liquidate employer stock held in an account that Adviser manages. The Plan must select and at all times maintain Core Investment Options that cover the broad asset categories to use the Managed Account Service and the Online Advice Service. Managed Account Participants may further customize their portfolio by providing additional information to Adviser by phone or online and such information will be considered by Subadviser to determine portfolio recommendations for the Managed Account Participant. Adviser shall periodically review and rebalance the Managed Account Participant’s portfolio.

2.1.4 A Managed Account Participant may cancel his or her participation in the Managed Account Service by calling Adviser’s representative or through the website. On a Managed Account Participant terminating participation in the Managed Account Service, the Managed Account Participant is solely responsible for the investment of his or her Plan account.

2.1.5 While this Schedule assumes that enrollments of Participants will be performed primarily on an “opt-in” basis such that Participants must voluntarily enroll in the Services described in this Schedule, Plan Sponsor may also desire that Adviser’s Services be implemented for a selected group of Participants on an “opt-out” basis, under Plan Sponsor’s Direction to Adviser. These opt-out events may occur at the time when the Plan begins receiving recordkeeping services from Empower, or on some other occasional or periodic basis. This Section will refer to the group of Participants designated for opt-out enrollment as “Enrolling Participants.”

2.1.5.1 For the Managed Account Service, Plan Sponsor designates the Participants, identified below, as eligible to be automatically enrolled in the Managed Account Service unless a Participant opts out of enrollment.

Plan Sponsor Directed Enrollments (Qualified Default Investment Alternative (QDIA)/Default Investment and/or Opt-Out Campaign Feature) Plan Sponsor designates the following Participants to be enrolled in the Managed Account Service:
______ All eligible Participants
______ All Participants newly eligible for Plan enrollment (QDIA/Default investment) ______ Only Participants hired on and after [insert date] ______ Other [describe eligible population]

2.1.6 Adviser or Empower shall notify Enrolling Participants of their automatic enrollment into the Managed Account Service at least two times. At least one enrollment notification will take place in advance of the automatic enrollment to give Enrolling Participants adequate opportunity to assess whether to opt-out of the enrollment process. Each Enrolling Participant actually enrolled in the Managed Account Service will be sent materials confirming Managed Account Service enrollment by Adviser shortly after enrollment processing.

2.1.7 Enrolling Participants may elect not to participate in the Managed Account Service through the methods described in enrollment notifications provided to Participants, such as by calling Adviser to opt-out, or by declining enrollment through Adviser’s internet interface. If a Participant has made a financial or investment election on their account after enrollment notification, but before the automatic enrollment process into the Managed Account Service, the Participant will not be enrolled.

2.1.8 If Enrolling Participants are automatically enrolled when the applicable Plan converts onto the recordkeeping platform provided by Empower, Enrolling Participants’ accounts will become actively managed by the Managed Account Service shortly after assets are transferred from the prior recordkeeper. For the short period between asset transfer from the prior recordkeeper until Adviser can assume active management of the account, Enrolling Participants’ accounts will be invested in similar investments as were held at the prior recordkeeper, under mapping Directions received by Plan Sponsor. Once conversion to the recordkeeping platform is complete, Enrolling Participants may cancel their enrollment in the Managed Account Service at any time by completing the cancellation form available online or by calling Adviser at the Plan’s existing toll or toll-free customer service number.

2.1.9 If Plan Sponsor Directs Adviser to enroll Participants on an opt-out basis after the initial transition of the Plan to the Empower recordkeeping platform, Adviser may offer a free period for the Managed Account Service, under which no Managed Account Service fees will be assessed to Enrolling Participants within sixty days following enrollment date.

2.1.10 Data requirements for Enrolling Participants.

2.1.10.1 Subject to the information below, if Adviser does not have required indicative data for an Enrolling Participant, the Enrolling Participant will not be enrolled into the Managed Account Service.

2.1.10.2 Plan Sponsor may provide Adviser with default data for use in processing enrollments for Enrolling Participants, and in advising Participant accounts. If Plan Sponsor provides Direction to use default data, such as income assumptions, Advisor’s use of such default data is consistent with Adviser’s execution of its fiduciary responsibility in providing investment advice to Participants.

2.1.10.3 Gender Assumption. If gender information is missing on any Participant, Plan Sponsor Directs Adviser to default gender assumption to female, unless Plan Sponsor otherwise Directs Adviser, for purposes of processing Managed Account Service enrollment.

2.1.10.4 Date of Birth. If a Participant's date of birth is beyond the mortality tables used by the independent financial expert, or the Participant’s date of birth provided to Adviser is invalid, the Participant will not be eligible to be enrolled into the Service.

2.2 Online Advice Service. Adviser shall provide access to the Online Advice Service to Participants. For the Online Advice Service, Adviser shall provide non-discretionary advisory services, consisting of investment recommendations created by Subadviser based on the Investment Options available in the Plan, to Online Advice Participants. Online Advice Participants shall implement the investment recommendations. Beyond the initial recommendation, Adviser is not responsible for providing additional investment recommendations or the management of an Online Advice Participant’s account. The Online Advice Service is only available through websites supported by Empower and Subadviser. Managed Account Participants are not eligible for the Online Advice Service while participating in the Managed Account Service.

3. COMMUNICATION AND ONGOING MAINTENANCE

3.1 Enrollment. Adviser shall conduct, (at no additional charge to Plan Sponsor), an education/enrollment campaign as part of the rollout of the Services to all eligible Participants and an annual campaign thereafter. The campaign materials will be provided to each Participant and may include a descriptive brochure, descriptive letter from Plan Sponsor, enrollment form, followup communication and other appropriate materials. Participants can enroll in the Managed Account Service through an online website (accessed through the Plan’s participant website or enrollment site), Adviser’s investment adviser representatives or by returning an enrollment form.

3.2 Ongoing Communications.

3.2.1 Communication and ongoing maintenance include monitoring the use of Services, and integrating Services communications into the Plan’s overall communications campaign, including enrollment materials, forms, web site, and group meetings.

3.2.2 As part of a Participant’s enrollment in the Managed Account Service, the Participant will receive the Managed Account Service welcome kit shortly after enrollment. The Participant will receive an annual kit shortly after their birthday. Each kit provides the Participant an update on their account and reaching their retirement goals. Standard materials may include a discussion of Services in enrollment/education materials, print/email communications specific to the Services, on the website, and in personalized Participant materials. Additional or custom Participant communications materials may be used by Adviser and may be paid for by Adviser, Empower or Plan Sponsor. Such additional or custom communications may include targeted marketing techniques based on Participant demographical and account data (including age, income, deferral rates, current investment elections) to identify Participants who may benefit from participation in the Managed Account Service.

4. ADVISORY AND PORTFOLIO MANAGEMENT SERVICES FEES
Managed Accounts per Participant Annual Fee
Account
Balance
Managed Account
Annual Fee
First $100,000 of account balance 0.45 %
Next $150,000, up to $250,000 account balance 0.35 %
Next $150,000, up to $400,000 account balance 0.25 %
Amounts greater than $400,000 0.15 %
For example, if a Participant’s account balance subject to the Managed Account Service is $50,000, the fee is 0.45% of the account balance. If the account balance subject to the Managed Account service is $500,000, the first $100,000 will be subject to a fee of 0.45%, the next $150,000 will be subject to a fee of 0.35%, the next $150,000 will be subject to a fee of 0.25% and amounts over $400,000 will be subject to a fee of 0.15%.

5. ADDITION OF NEW PLANS
Tax-deferred plans not listed at the top of this Schedule B that are added to Plan Sponsor’s program after the Schedule Effective Date will not be included in this Agreement and will be subject to additional fees.

6. LIMITATIONS AND INVESTMENT OPTION CHANGES
Services will have limited capabilities for purposes of enrollment, rebalancing or reforecasting for up to ten Business Days following changes to the investment option lineup. Other functionality will be available during this time. Adviser and Subadviser need to conduct a new analysis of the available Investment Option array to accommodate these changes. This analysis will take approximately ten Business Days, during which time, Online Investment Advice, and the Managed Account Service will not be available for Participant use. Once the analysis is complete, Online Investment Advice and the Managed Account Service will once again be available.

SCHEDULE III - EXHIBIT-2:

EAG ADV BROCHURE

SCHEDULE IV
TRUST AGREEMENT6
x IV-1: 457 DEFERRED COMPENSATION PLAN
x IV-2: 401(A) DEFINED CONTRIBUTION PLAN
x IV-3: 3121 DEFERRED COMPENSATION PLAN
SCHEDULE IV-1:

TRUST AGREEMENT
for the City of Anaheim 457 Deferred Compensation Plan – Regular Employees Group Account Number: 100716-01
This Trust Agreement Schedule (“Schedule”) is entered into by the parties under the Master Services Agreement between Empower and Plan Sponsor dated July 1, 2025 (“Agreement”). This Schedule is entered into between Plan Sponsor and Empower Trust Company, LLC, an Affiliate of Empower and a trust company chartered under the laws of the State of Colorado having a place of business in Greenwood Village, Colorado ("Trustee") effective as of July 1, 2025. This Schedule incorporates by reference, and each party is bound by, the terms of the Agreement. As such, this Schedule forms a separate and independent Trust Agreement for the Plan. If the terms of the Agreement and this Schedule conflict, this Schedule controls, but only regarding the Services (defined below) rendered by Trustee hereunder. The terms of this Schedule do not govern nor have any applicability to other relationships or services between Empower, or any other Empower Affiliate, and Plan Sponsor. The words “include,” “includes,” and “including” in this Schedule are to be read as if they were followed by the phrase “without limitation”.

Plan Sponsor has established or adopted the Plan for its eligible employees and their beneficiaries. A trust is maintained in connection with the Plan (the “Trust”) to which Plan contributions are to be made to be held by the Trustee and to be managed, invested and reinvested for the exclusive benefit of Participants. The Plan and Trust are intended to qualify as a plan and trust which meet the applicable requirements of Section 401(a) and 501(a) or Section 457(b) and (g), whichever is applicable of the Internal Revenue Code of 1986, as amended, or any successor thereto. Plan Sponsor is a fiduciary to the Plan and is authorized under the terms of the Plan to appoint a Trustee. Plan Sponsor desires Trustee to hold Plan funds and Trustee is willing to hold such funds under the terms of this Schedule. Plan Sponsor wishes to appoint Empower Trust Company, LLC, as Trustee under the terms hereof. Plan Sponsor warrants and represents that it is permitted, under its governing laws, including applicable state and local laws, to appoint Empower Trust Company, LLC, as Trustee. The parties agree as follows:

1. Creation and Operation of the Trust

1.1 Services. Trustee shall provide the services stated in this Schedule or as further described in schedules or appendixes to this Schedule (collectively, the “Services”).

1.2 Establishment/Acceptance of Trust. To carry out the purposes of the Plan, the Trust is created and established or, if previously established, is continued. Trustee accepts this Trust and shall act as Trustee hereunder, but only on the terms stated in this Schedule and the Agreement.

Subject to the terms of this Schedule and the Agreement, all right, title and interest in and to the estate of the Trust fund vest exclusively in Trustee.

1.3 Acceptance of Property. The Trust Fund will include only those assets which Trustee initially accepts, and assets that are subsequently added to the Trust Fund under this Schedule (the “Trust Fund”). Only assets actually received by Trustee will become part of the Trust Fund. Plan Sponsor is responsible for effectuating the transfer of any assets held by a prior trustee or custodian to Trustee. Trustee shall hold all assets so received, together with the income therefrom and any other increment thereon, under the terms of this Schedule without distinction between principal and income and without liability for the payment of interest thereon. Trustee is not considered a party to the Plan and, if this Schedule conflicts with the provisions of the Plan or any other instrument or agreement forming part of such Plan, this Schedule controls. Trustee has only such duties relating to the Plan as are stated in this Schedule.

1.3.1 Payroll Contributions Before TOA. If Trustee agrees in writing to accept and hold in trust employer and employee contributions to the Plan from payroll contributions that occur before TOA, this Schedule Effective Date is modified to the date that such contributions are determined to be in good order by Trustee, and the Agreement will be in effect for the limited purpose of accepting such contributions and holding them in trust. The contributions will be held in trust in a plan level account and Plan Sponsor shall provide written Direction to Trustee as to how such contributions will be invested until allocated to Participant accounts following TOA as Directed by Plan Sponsor. Trustee is not responsible as trustee for any assets that have not been received and accepted. If TOA occurs at the beginning of a calendar year and payroll contributions are accepted in the prior calendar year under this section, Trustee is not responsible for performing compliance testing or for preparing the Plan’s Form 5500 for the prior calendar year.

1.4 Investment Powers.

1.4.1 Trustee has no discretion or authority relating to the investment of Trust assets, but shall act solely as a directed Trustee, and under this Schedule shall invest and reinvest the principal and income of the Trust and keep the Trust invested in such investments in securities or other property, real or personal, within or outside the United States, including interests and part interests in any bond and mortgage or note and mortgage and interests and part interests in certificates of deposit, commercial paper and other short-term or demand obligations, secured or unsecured, whether issued by governmental or quasi-governmental agencies or corporations or by any firm or corporation, capital, common and preferred, voting and nonvoting stock (regardless of dividend or earnings record) and including shares of mutual funds, annuity or investment contracts issued by an insurance company, and financial options and futures or any other form of option, and shall hold such securities or property in one or more funds; or in any fund created and administered by Trustee or any other bank or Investment Manager, as defined in Paragraph 2.4.6 of this Schedule, for the collective investment of the assets of employee benefit trusts that is (i) a collective investment fund or (ii) a group trust that meets all of the conditions of Revenue Ruling 81-100, as modified by Revenue Ruling 2011-1, (and while any portion of the Trust Fund is so invested, such collective investment fund or group trust constitutes part of the Plan, and the instrument creating such fund constitutes part of this Schedule). Trustee may keep such portion of the Trust Fund in cash and cash balances or hold all or any portion of the Trust Fund in savings accounts, certificates of deposit, and other types of time or demand deposits with any financial institution or quasifinancial institution, either domestic or foreign (including Trustee and its Affiliates) as Directed by the Plan Administrator, Plan Sponsor, Investment Manager, or other designated fiduciary of the Plan.

1.4.2 To the maximum extent permitted by law, Trustee is not liable for the acquisition, retention or disposition of any assets of the Trust Fund or for any loss to or diminution of such assets unless due to Trustee's own willful misconduct or failure to act in good faith.

1.4.3 Trustee is not the Plan Administrator. Trustee is a directed Trustee under the Direction of the Plan Administrator, Plan Sponsor, Participants (only if the investment of Plan assets are Directed by Participants as provided below), Investment Manager, as appointed by Plan Sponsor or Plan Administrator, or other fiduciary designated under the Plan, who is not the Trustee.

The duties and obligations of Trustee hereunder are limited to those expressly imposed on it by this Schedule and the Agreement, notwithstanding any reference contrary in the Plan, and no further duties or obligations of Trustee are implied. For example, Trustee has no initial or ongoing duty to determine the prudence of any Plan investment Directed to be made by Plan Sponsor or any delegate thereof, to diversify Plan investments, or to make or monitor investment decisions. The Plan Administrator, Plan Sponsor or Investment Manager, as applicable, and not the Trustee are solely responsible for the prudent selection of Plan investments and for the ongoing duty to monitor and remove imprudent Plan investments. Trustee is not liable for any loss to, or diminution of the Plan assets, or for any other loss or damage which may result from the discharging of its duties hereunder if it acts in good faith and under the terms of this Schedule and under the applicable federal or state laws, rules, and regulations.

1.4.4 Plan Administrator, Plan Sponsor or other designated fiduciary shall select investment alternatives for the Plan (each an “Investment Alternative”) which include some or all of the following types, or some other type reasonably acceptable to Trustee from an administrative standpoint: (i) securities issued by open-end investment companies registered under the Investment Company Act of 1940 (“Mutual Funds”), (ii) notes evidencing loans to Participants under the terms of the Plan, (iii) annuity or investment contracts issued by an insurance company, (iv) a portfolio of securities and obligations which is intended to produce a fixed rate of investment return, including guaranteed investment contracts (“GICs”), United States government securities, corporate bonds, notes, debentures, convertible securities, preferred stocks, and interests in collective investment funds maintained by banks or other financial institutions which invest in such securities and obligations and other similar investments, in each case as chosen by Plan Sponsor, Plan Administrator or an Investment Manager, (v) portfolios of securities managed by an Investment Manager for which market values can be obtained readily from securities exchanges or pricing services subscribed to by Trustee, (vi) portfolios of securities issued by Mutual Funds, managed by an Investment Manager or Plan Administrator, and (vii) interests in collective investment funds and group trusts under Revenue Ruling 81-100, as modified by Revenue Ruling 2011-1, maintained by Trustee or another bank or financial institution for qualified plans.

1.4.5 Plan Administrator, Plan Sponsor or other designated fiduciary may appoint an “Investment Manager” to manage any Investment Alternative, or any part of an Investment Alternative. Any Investment Manager so appointed must be (i) an investment adviser registered as such under the Investment Advisers Act of 1940 (“Advisers Act”), (ii) a bank, as defined in the Advisers Act, (iii) an insurance company qualified to perform investment management services under the laws of more than one state of the United States, or (iv) another entity who has agreed to be fiduciary relating to the Plan. If such appointment occurs, the appointing fiduciary shall notify Trustee of any such appointment by delivering to Trustee notice of the appointment of each Investment Manager hereunder, in the form provided by Trustee, together with an acknowledgment by the Investment Manager that it is a fiduciary of the Plan. Alternatively, the Plan Administrator or Plan Sponsor, in its capacity as a fiduciary, may manage an Investment Alternative. In either case, the appointing fiduciary shall specify to Trustee the Investment Alternative that will be subject to such investment management. The appointing fiduciary shall determine that, while each Investment Manager is acting in that capacity, that such Investment Manager satisfies the requirements of this paragraph 1.4.6. Trustee shall invest and reinvest the portion of the Trust Fund subject to such investment management only in the manner Directed by the Investment Manager, the Plan Administrator or Plan Sponsor, as applicable. During the term of such appointment, Trustee has no liability for the acts or omissions of such Investment Manager, the Plan Administrator or Plan Sponsor, and except as provided in the preceding sentence, is under no obligation to invest, review, or otherwise manage the portion of the Trust Fund subject to such investment management. Trustee may maintain separate accounts within the Trust Fund for the assets of the Trust Fund subject to such investment management. The appointing fiduciary may terminate its appointment of an Investment Manager at any time and shall notify Trustee of such termination. Trustee shall be protected in assuming that the appointment of an Investment Manager remains in effect until it is otherwise notified in writing by the appointing fiduciary.

1.4.6 If an Investment Manager appointed hereunder is a bank or a trust company, or an affiliate of a bank or trust company, Trustee shall, on the Direction of Plan Sponsor, transfer funds to such bank, trust company, or affiliate for investment through the medium of any collective investment fund created and administered by such bank, trust company, or affiliate, acting as trustee therefor, for the collective investment of the assets of employee benefit trusts, provided that such fund is (i) a bank collective investment fund or (ii) or a group trust that meets all of the conditions of Revenue Ruling 81-100, as modified by Revenue Ruling 2011-1. To implement the provisions of this subsection, Trustee may enter into any required ancillary trust, agency or other type of agreement with an Investment Manager, or its affiliate, as described in the preceding sentence.

1.5 Payments.

Subject to the provisions of this Schedule, Trustee shall transfer cash or other property from the Trust Fund to such persons as designated by Plan Sponsor or Plan Administrator, at such addresses, in such amounts, for such purposes and in such manner as Plan Sponsor or Plan Administrator may Direct, provided that such transfer is administratively feasible, and Trustee shall incur no liability for any such payment made at the Direction of Plan Administrator. Plan Sponsor or Plan Administrator shall be solely responsible to ensure that any payment made at its Direction conforms with the provisions of the Plan, the provisions of this Schedule, and the Code, and Trustee has no duty to determine the rights or benefits of any person in the Trust Fund or under the Plan or to inquire into the right or power of Plan Sponsor or Plan Administrator to Direct any such payment. 2 Powers of the Trustee

2.1 Trustee may exercise under Directions from the Plan Administrator, Plan Sponsor, an Investment Manager, or a Participant, as applicable, the following powers in respect of any property, real or personal, of the Trust Fund, it being intended that these powers be construed in the broadest possible manner:

2.1.1 to sell at public or private sale for cash or on credit or partly for cash and partly on credit;

2.1.2 to exchange securities or property held by it for other securities or property, or partly for such securities or property and partly for cash, and to exercise conversion, subscription, option and similar rights relating to securities held by it, and to make payments in connection therewith;

2.1.3 to compromise and adjust all debts or claims due to or made against it, to participate in any plan of reorganization, consolidation, merger, combination, liquidation or other similar plan or any action thereunder, or any contract, lease, mortgage, purchase, sale or other action by any corporation or other entity;

2.1.4 to exercise any conversion privilege or subscription right available in connection with any such property; to oppose or to consent to the reorganization, consolidation, merger or readjustment of the finances of any corporation, company or association or to the sale, mortgage, pledge or lease of the property of any corporation, company or association any of the securities of which may at any time be held in the Trust Fund and to do any act with reference thereto, including the exercise of options, the making of agreements or subscriptions and the payments of expenses, assessments or subscriptions, which may be deemed necessary or advisable in connection therewith and to hold and retain any securities or other property which it may so acquire;

2.1.5 to make distributions in cash or in specific property, real or personal, or an undivided interest therein, or partly in cash and partly in such property;

2.1.6 to start or defend suits or legal proceedings and to represent the Trust in all suits or legal proceedings; to settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust, provided that Trustee shall notify Plan Sponsor or Plan Administrator of all such suits, legal proceedings and claims and, except in the case of a suit, legal proceeding or claim involving solely Trustee's action or omissions to act, shall obtain the written Direction of Plan Sponsor or Plan Administrator before settling, compromising or submitting to binding arbitration any claim, suit or legal proceeding of any nature whatsoever. The Trustee shall have no obligation to undertake, defend or continue to maintain any action or proceeding arising in connection with the Trust, unless and until Plan Sponsor requests the Trustee to do so and agrees in writing to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including attorneys' fees and expenses) relating thereto, to be primarily liable for such payment and to make periodic payments in respect of such fees and expenses during such proceedings. If Plan Sponsor thereafter does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee shall discontinue participation in such action or proceeding, and charge the assets of the Trust Fund if sufficient for any unpaid fees and expenses;

2.1.7 on the written Direction of Plan Sponsor or Plan Administrator, to enter into any contract or policy with an insurance company or companies, for insurance coverage or otherwise, provided that, except as provided in Section 1.3, Trustee shall be the sole owner of all such contracts or policies and all such contracts or policies will be held as assets of the Trust Fund; and

2.1.8 to transfer assets of the Trust Fund to a successor trustee as provided in this Schedule.

2.2 Notwithstanding that Trustee acts solely as a directed Trustee, Trustee has the following ministerial powers and authority, to be exercised in its sole discretion, relating to the Trust Fund:

2.2.1 to employ suitable agents and custodians;

2.2.2 to delegate to its Affiliate, or others, any or all of its duties arising out of this Schedule, including recordkeeping and reporting;

2.2.3 to register any securities or other property held by it hereunder in its own name or in the name of a nominee with or without the addition of words indicating that such securities or other property are held in a fiduciary capacity and to hold any securities or other property in bearer form and to deposit any securities or other property in a depository or clearing corporation;

2.2.4 to reverse any erroneous or provisional credit entries to the Trust Fund retroactively to the date on which the correct entry or no entry should have been made;

2.2.5 to make, execute and deliver, as Trustee, all deeds, leases, mortgages, conveyances, waivers, releases, subscription documents, or other instruments in writing necessary or desirable for the accomplishment of any of the foregoing powers, provided that in connection with the acquisition, holding or disposition of securities or other property other than publicly-traded securities, that the Investment Manager, Plan Sponsor, or Plan Administrator, as the case may, has provided written Direction in a form satisfactory to Trustee; and

2.2.6 generally to do all ministerial acts, whether expressly authorized, which Trustee may deem necessary or desirable in carrying out its duties under this Schedule.

2.3 Insurance Contracts. Trustee may, at the Direction of Plan Sponsor or Plan Administrator, (i) enter into one or more contracts issued by an insurance company, including such contracts providing for investment in a separate account maintained by an insurance company, (ii) transfer to any such insurance companies a portion of the Trust Fund under any such contracts, and (iii) hold any such contracts as a part of the Trust Fund until Directed otherwise by Plan Sponsor or Plan Administrator. Trustee has no responsibility to review any contract or the creditworthiness of the insurance company issuing such contract at any time. Plan Sponsor or Plan Administrator may Direct Trustee to (i) demand or accept withdrawals or other distributions under any such contracts; (ii) exercise or not to exercise any rights, powers, privileges and options under any such contracts; and (iii) assign, amend, modify, or terminate any such contracts. Trustee shall take no action relating to any such contracts except at the Direction of Plan Sponsor or Plan Administrator.

Trustee has no liability for complying with, or failing to act in the absence of, any such Direction of Plan Sponsor or Plan Administrator. Any insurance companies issuing any contracts as described in this section may deal with Trustee as the absolute owner of any such contracts and need not inquire as to the authority of Trustee to act regarding such contracts. The underlying assets of such insurance company in which such contracts are invested are not considered assets of the Plan or part of the Trust Fund.

2.4 Fiduciary Standards.

2.4.1 Trustee shall perform those duties under this Schedule that constitute it as a fiduciary with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent trustee acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. Trustee shall exercise reasonable care relating to its remaining duties and obligations under this Schedule.

2.4.2 Trustee shall not be responsible for the administration of the Plan, for determining the funding policy of the Plan or the adequacy of the Trust Fund to meet and discharge liabilities under the Plan, or for the investments of the Plan. Trustee shall not be responsible for any failure of Plan Administrator or Plan Sponsor to discharge any of their respective responsibilities relating to the Plan nor be required to enforce payment of any contributions to the Trust Fund, which duty is assigned to the Plan Administrator, as a named fiduciary to the Plan, and Trustee is a directed Trustee relating to contributions and has no obligation to take any action to collect any contributions except on the Direction of the Plan Administrator.

2.5 Prohibition of Diversion.

2.5.1 At no time before the satisfaction of all liabilities relating to Participants in the Plan will any part of the corpus or income of the Trust Fund be used for, or diverted to, purposes other than for the exclusive benefit of such Participants. Except as provided below and Section 4, the assets of the Trust Fund never inure to the benefit of Plan Sponsor and will be held for the exclusive purpose of providing benefits to Participants in the Plan and defraying the reasonable expenses of administering the Plan.

2.5.2 In the case of a contribution that is made by Plan Sponsor by a mistake of fact, subsection 2.5.1 above does not prohibit the return to Plan Sponsor of such contribution, without any earnings, but reduced by any losses, at the Direction of Plan Sponsor or Plan Administrator within one year after the payment of the contribution.

2.5.3 If a contribution by Plan Sponsor is expressly conditioned on initial qualification of the Plan under Section 401 of the Code, and if the Plan does not so qualify, then subsection 2.5.1 above does not prohibit the return to Plan Sponsor of such contribution, without any earnings, but reduced by any losses, at the Direction of Plan Sponsor or Plan Administrator within one year after the date of denial of qualification of the Plan, if permitted by the Code.

2.5.4 If a contribution by Plan Sponsor is expressly conditioned on the deductibility of the contribution under Section 404 of the Code, then if such deduction is disallowed, subsection 2.5.1 above does not prohibit the return to Plan Sponsor of such contribution, without any earnings, but reduced by any losses, at the Direction of Plan Sponsor or Plan Administrator, if disallowed, within one year after the date of such disallowance.

2.6 Valuation of the Trust Fund and Periodic Accounts.

2.6.1 Trustee shall report the value of securities or other property held in the Trust Fund as follows:

2.6.1.1 Publicly traded securities for which a price is readily available will be reported based on information and financial publications of general circulation, generally available statistical and valuation services, and records of security exchanges, or from quotes from brokers customarily used by Trustee for security pricing purposes;

2.6.1.2 Units or shares in Mutual Funds will be reported at the most recently announced net asset value under regulations under the Investment Company Act of 1940;

2.6.1.3 Units or shares in limited liability companies, or other funds other than Mutual Funds (each, together with units or shares of Mutual Funds, a “Fund”) or group trusts will be reported at their most recent asset value or other unit or share value stated by the Fund or its operator received by Trustee before the date of the production of any particular statement of account;

2.6.1.4 Units in group trusts will be reported at the value stated by the trustee of the group trust;

2.6.1.5 Contracts of a type that Trustee, acting reasonably, determines to be an over-the-counter derivative (“OTC Derivative Contracts”) will be reported at the price provided by the applicable Investment Manager, a vendor selected by that Investment Manager, Plan Sponsor or Plan Administrator; and

2.6.1.6 Other securities or other property will be reported at prices certified by the applicable Investment Manager or at the price provided by a vendor or appraiser selected by the Investment Manager, Plan Sponsor or Plan Administrator.

2.6.2 Trustee shall follow general market practice regarding reviewing the reasonableness of prices received by it under Section 2.6.1.1 but is not responsible for any error or inaccuracy in any such price as received by Trustee. Plan Sponsor, Plan Administrator, or the applicable Investment Manager, as applicable, shall be deemed to have directed Trustee as to any price reported under clauses 2.6.1.2 through 2.6.1.6, and Trustee will not review or verify any such price.

2.6.3 Plan Sponsor, Plan Administrator or the applicable Investment Manager shall assess whether the prices reported by Trustee reflect the fair market value or fair value of the applicable asset at the time as of which Trustee reports the value of the Trust Fund. Trustee shall not make a fair value adjustment of any price received by it, although it will incorporate into its reports any fair value adjustment that Plan Sponsor, Plan Administrator, or an Investment Manager may provide instructions for, if it is practicable for Trustee to do so from an operational perspective.

Trustee is fully protected in relying on the prices reported under this Section 2.6 for all purposes under this Schedule, as well as any requirements of the Financial Accounting Standards Board or Governmental Accounting Standards Board.

2.6.4 Reported prices of securities and other property (particularly values of OTC Derivative Contracts and other assets lacking a readily available price) are indicative values only and do not indicate the actual terms at which the relevant asset or liability could be sold or unwound.

2.6.5 Trustee has no responsibility to determine the price of OTC Derivative Contracts except as separately agreed to in writing between Plan Sponsor and Trustee.

2.6.6 Trustee or its agent shall keep records of all transactions relating to the Trust Fund, which will be made available at reasonable times during normal working hours to persons designated by Plan Sponsor or as may be required by law. Trustee or its agent shall render an accounting and statement of the Trust Fund assets and their values to Plan Sponsor as or for Plan Administrator at least annually. Plan Administrator may approve or file objections to such accounting for itself and Plan Sponsor by an instrument in writing delivered to Trustee. If Plan Administrator does not file with Trustee objections to any such accounting within ninety days after its receipt, Plan Administrator is deemed to have approved such accounting for itself and Plan Sponsor. In such case, or on the written approval of Plan Administrator of any such accounting, Trustee and its agent are, if permitted by law, be discharged from all liability for its act is or failures to act described in such accounting. Except as otherwise provided in the Code, no person, other than Plan Sponsor or Plan Administrator, may require an accounting or bring any action against Trustee relating to the Trust Fund.

2.6.7 Nothing contained in this Schedule or in the Plan deprives Trustee or its agent of the right to have a judicial settlement of its accounts. In any proceeding for a judicial settlement of the accounts of Trustee or its agent or for instructions regarding the Trust, the only necessary parties thereto in addition to Trustee and its agent as appropriate will be the Plan Administrator. If Trustee or its agent so elects, it may join as a party or parties defendant any other person or persons.

2.7 Plan Administrator. Plan Sponsor shall certify to Trustee and its agent the names of the entity or persons constituting the Plan Administrator and of any other persons with authority to provide Direction for the Plan under this Schedule. All Direction to Trustee or its agent by Plan Administrator or any other authorized representatives must be in writing which includes Direction received by electronic methods acceptable to the Trustee. Trustee and its agent may rely without further inquiry on all such written Direction received from the Plan Administrator or any other authorized persons.

2.8 Plan-to-Plan Transfers; Rollovers.

2.8.1 Trustee or its agent may transfer part or all of the property representing a Participant’s interest in the Plan to the trustees of any trust qualified under Section 401(a) of the Code or Section 457(g) of the Code, whichever is applicable, in a plan-to-plan transfer, or relating to an eligible rollover distribution, to any eligible retirement plan as provided under Section 402(c) of the Code or Section 457(e) of the Code, whichever is applicable. Trustee or its agent may make such a transfer only at the Direction of the Plan Administrator.

2.8.2 Trustee or its agent may accept as part of the Trust Fund such property as is acceptable to Trustee which represents a Participant’s retirement benefits transferred from a trust qualified under Section 401(a) of the Code or Section 457(g) of the Code, whichever is applicable, or transferred as a permissible rollover under Section 402(c) or 408(d)(3) of the Code or Section 457(e) of the Code, whichever is applicable. The amount of such benefits will always be separately accounted for by Plan Sponsor. A Participant will always be fully vested in any property so transferred as a rollover to the Trust Fund. Such property will be distributed to the Participant at the Direction of the Plan Administrator within the time required for distribution of his retirement benefits under the applicable provisions of the Plan.

2.9 Participating Employers.

2.9.1 Any entity that is required to be treated as a single employer or otherwise required to be aggregated with Plan Sponsor and which has adopted the Plan under its terms (a “Participating Employer”) becomes a party to this Schedule on Plan Sponsor delivering to Trustee or its Affiliates documentation that it shall adopt the Plan, to become a party to this Schedule, and to be bound by all the terms of the Plan and this Schedule. Plan Sponsor has the sole authority to enforce this Schedule for all Participating Employers and Trustee, or its agent will not deal with any such Participating Employer except by dealing with Plan Sponsor as such Participating Employer’s agent. Irrespective of the number of Participating Employers which may become parties to this Schedule, Trustee or its agent shall in all respects invest and administer the Trust Fund as a single fund for investment and accounting purposes without allocation of any part of the Trust Fund as between Plan Sponsor and any Participating Employer.

2.9.2 A Participating Employer which has adopted the Plan stops being a party to this Schedule on Plan Sponsor delivering to Trustee documentation that it is terminating its participation in the Plan. In such event, or in the event of the termination of Plan Sponsor or of any such Participating Employer, or in the event of the establishment, modification or continuance of any other retirement plan which separately or in conjunction with this Plan is qualified under Section 401(a) of the Code, Trustee or its agent continue to hold the portion of the Trust Fund which is attributable to the participation in the Plan of the employees and their beneficiaries affected by such termination, and this Schedule continues in force relating to such portion, until otherwise Directed by the Plan Administrator, under the provisions of the Plan and the Code.

2.10 Alienation. No interest in the Trust Fund is assignable or subject to anticipation, sale, transfer, mortgage, pledge, charge, garnishment, attachment, bankruptcy or encumbrance or levy of any kind, and the Trustee or its agent shall not recognize any attempt to assign, sell, transfer, mortgage, pledge, charge, garnish, attach or otherwise encumber the same except if such attempt is made under (i) a court order determined by the Plan Administrator to be a qualified domestic relations order, as defined in Section 414 of the Code or (ii) as required by a federal tax levy made under Section 6331 of the Code, (iii) under an offset under Section 401(a)(13)(C) of the Code or (iv) as otherwise allowed under the Code.

2.11 Bond. Trustee shall not be required to give any bond or any other security for the faithful performance of its duties under this Schedule except as required by law.

2.12 Proxies and Other Incidents of Ownership

2.12.1 The Trustee has no discretion relating to voting proxies, tendering shares in a tender or exchange offer, or exercising any other rights of ownership.

2.12.2 The Trustee shall deliver or cause to be delivered, as Directed by Plan Sponsor or Plan Administrator, to Plan Sponsor, Plan Administrator, the designated Investment Manager, or a designated transfer agent, all proxies and proxy related materials relating to investments held under the Schedule received by Trustee.

2.12.3 Plan Sponsor shall assign a fiduciary (which may be a person, committee or entity designated by Plan Sponsor, or Plan Sponsor, but which will not be the Trustee) who is responsible for voting proxies, tendering shares and exercising shareholder rights.

2.12.4 For investments held in Participant-directed brokerage accounts, each Participant is responsible for directly voting proxies, tendering shares and exercising shareholder rights.
3 Compensation and Expenses

3.1 Trustee shall be compensated under the Agreement, where such fees may be paid by an Affiliate to the Trustee on behalf of the Plan. Trustee may liquidate Trust assets in satisfaction of its fees hereunder in the event of non-payment by Plan Sponsor.

3.2 Trustee shall pay out of the Trust Fund, income taxes levied or assessed under existing or future laws against the Trust Fund, (including all Participant accounts) on direction by a regulatory authority or agency or Plan Sponsor or Plan Administrator, as applicable.

3.3 Plan Sponsor shall pay, or if not paid by Plan Sponsor and the Plan so permits, Plan Sponsor Directs Trustee to pay from the Trust Fund, the reasonable expenses relating to the Plan and Trust Fund that are permitted by law to be paid from the Trust Fund. 4 Use of Confidential Information
In addition to the obligations regarding Confidential Information in the Agreement, Plan Sponsor authorizes Trustee to disclose Confidential Information to: (i) any subcustodian, subcontractor, agent, securities depository, securities exchange, broker, third party agent, proxy solicitor, issuer, or any other person that Trustee believes is reasonably required to receive such information in connection with Trustee’s provision of relevant services under this Schedule; (ii) its professional advisors, auditors or public accountants; (iii) its Affiliates, and (iv) any revenue authority or any governmental entity relating to the processing of any tax relief claim. 5 Resignation & Termination

5.1 Resignation or Removal of Trustee.

5.1.1 Trustee may resign at any time by giving ninety days’ notice to Plan Sponsor. Plan Sponsor may remove Trustee at any time by giving ninety days’ notice to Trustee.

In the case of the resignation or removal of Trustee, Plan Sponsor shall appoint a successor trustee who will have the same powers and duties as those conferred on Trustee. If Plan Sponsor fails to appoint a successor Trustee as of the effective date of the Trustee resignation or removal or as of the effective date of the termination of this Schedule and no other Trustee remains, the Trustee will treat Plan Sponsor as having appointed itself as Trustee and as having filed Plan Sponsor's acceptance of appointment as successor Trustee with the Trustee.

5.1.2 Trustee shall execute, acknowledge and deliver all documents and written instruments necessary to transfer and deliver all of the assets of the Trust Fund and all rights and privileges therein to the successor trustee or, in its discretion, to a court of competent jurisdiction as the Trustee deems necessary, within a reasonable time, after reserving such reasonable amount as it deems necessary to provide for any expenses and payments then chargeable against the Trust Fund for which the Trust Fund may be liable, or for payment of the retiring Trustee’s fees and expenses in connection with the settlement of its account or otherwise. If the assets so withheld are insufficient or excessive for such purposes, the retiring Trustee shall be entitled to reimbursement for any deficiency out of the Trust Fund from the successor trustee, or shall deliver the excess to the successor trustee, as applicable. Following the effective date of the removal or resignation of Trustee, on request, the Trustee shall provide Plan Sponsor a written account of all Trust Fund transactions since the most recent report provided to Plan Sponsor. The provisions of Section 2.6 apply to such account. The term “Trustee” as used in this Schedule apply to any successor trustee.

5.1.3 On the appointment of a successor trustee, the resigning and removed Trustee is discharged from further accountability for the Trust Fund, and is under no further duty, obligation or responsibility for the disposition by such successor trustee of the Trust Fund or any part thereof.

5.2 Termination. This Schedule may be terminated as follows:

5.2.1 If the Agreement or the Recordkeeping Services Schedule with an Affiliate of the Trustee is terminated, this Schedule terminates as of the date of termination of such Agreement or Recordkeeping Services Schedule with no further notice required from either party to the other; or

5.2.2 This Schedule may be terminated at any time under Section 5.1.

Notwithstanding the foregoing, Plan Sponsor may terminate the underlying Trust on ninety days prior notice to Trustee. On receipt of such notice of termination, the Trustee shall, after payment of all expenses incurred in the administration of the Trust Fund and such compensation as to which Trustee may be entitled, distribute the Trust Fund in cash or in kind to such persons or entities, including Plan Sponsor, at such time and in such amounts as Plan Administrator shall Direct, which Direction must be in conformity with the provisions of the Plan and applicable provisions of the Code. Notwithstanding the foregoing, Trustee shall not be required to pay out any assets of the Trust Fund until it receives such rulings or determinations of the Internal Revenue Service or any other administrative agency as it may deem necessary or appropriate to assure itself that any such payment is made under the provisions of law or that it will not subject the Trust Fund or the Trustee, individually or as such Trustee, to liability. Plan Sponsor or Plan Administrator must obtain such rulings.
6 Miscellaneous.

6.1 This Schedule, including the terms of the Agreement, and all appendixes, exhibits, schedules, notices and attachments thereto, constitutes the entire agreement of the parties relating to the subject matter hereof, and supersedes all prior drafts, agreements, negotiations and proposals, written or verbal, relating to the Services, and supersedes any prior trust agreement, statement, or representation relating to the obligations of the Trustee, whether oral or written. Except as otherwise provided in this Schedule, this Schedule may be modified only by an amendment signed by authorized representatives of each party. By signing this Schedule, the parties certify they have read and understood it, that they agree to be bound by its terms, and that they have the authority to sign it. This Schedule is not binding on either party until signed by both parties.

6.2 Notwithstanding anything contained in this Section to the contrary, no amendment diverts any part of the Trust Fund to, and no part of the Trust Fund will be used for, any purpose other than for the exclusive purpose of providing benefits to Participants; provided, however, that nothing in this Section limits or otherwise prevents the payment from the Trust Fund of expenses and other charges as provided in Section 3.

6.3 Assignment. This Agreement binds on and inures to the benefit of each of the parties, their Affiliates, successors and permitted assigns; provided, however, that neither party may assign its rights or obligations hereunder without the other party’s prior written consent.

6.4 Governing Law. Notwithstanding anything in the Agreement, if not preempted by federal law, this Schedule and the Trust is construed, regulated, and administered under the laws of the State of Colorado, as applicable, without regard to conflict of law principles, and any claim arising under or related to this Schedule is subject to the exclusive jurisdiction of the federal and state courts located in Colorado.

6.5 Notices. All notices required by this Schedule must be in writing and must be sent to Trustee as stated below or to Plan Sponsor, as applicable. Plan Sponsor will be deemed to have received any applicable notices for the Plan Administrator. All notices sent are effective on receipt.

Provided, however, that on either party’s written request, such communications shall be sent to such other address as a party may specify. No communication binds either party until such party receives it.

Trustee:

Notice To Trustee: Empower Trust Company, LLC
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: Trust Officer
With a copy to: Empower Trust Company, LLC
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: General Counsel
Plan Sponsor:

Notice To Plan Sponsor Plan Sponsor’s address of record as provided to the Trustee or its Affiliates.

6.6 Reports. The Trustee has accepted this Trust with the understanding that Plan Sponsor or Plan Administrator has entered or is entering into a service agreement with an Affiliate of the Trustee whereby such Affiliate will provide recordkeeping services for all Plan assets held under this Schedule. The recordkeeping reports and related financial information provided by Affiliate constitute the reports of the Trustee.

Empower Trust Company, LLC City of Anaheim
___________________________________
Signature
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Signature
___________________________________
Printed Name
___________________________________
Printed Name
___________________________________
Title
___________________________________
Title
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Date Signed
___________________________________
Date Signed

SCHEDULE IV-2:

TRUST AGREEMENT
for the City of Anaheim 401(a) Defined Contribution Plan Group Account Number: 100716-02
This Trust Agreement Schedule (“Schedule”) is entered into by the parties under the Master Services Agreement between Empower and Plan Sponsor dated July 1, 2025 (“Agreement”). This Schedule is entered into between Plan Sponsor and Empower Trust Company, LLC, an Affiliate of Empower and a trust company chartered under the laws of the State of Colorado having a place of business in Greenwood Village, Colorado ("Trustee") effective as of July 1, 2025. This Schedule incorporates by reference, and each party is bound by, the terms of the Agreement. As such, this Schedule forms a separate and independent Trust Agreement for the Plan. If the terms of the Agreement and this Schedule conflict, this Schedule controls, but only regarding the Services (defined below) rendered by Trustee hereunder. The terms of this Schedule do not govern nor have any applicability to other relationships or services between Empower, or any other Empower Affiliate, and Plan Sponsor. The words “include,” “includes,” and “including” in this Schedule are to be read as if they were followed by the phrase “without limitation”.

Plan Sponsor has established or adopted the Plan for its eligible employees and their beneficiaries. A trust is maintained in connection with the Plan (the “Trust”) to which Plan contributions are to be made to be held by the Trustee and to be managed, invested and reinvested for the exclusive benefit of Participants. The Plan and Trust are intended to qualify as a plan and trust which meet the applicable requirements of Section 401(a) and 501(a) or Section 457(b) and (g), whichever is applicable of the Internal Revenue Code of 1986, as amended, or any successor thereto. Plan Sponsor is a fiduciary to the Plan and is authorized under the terms of the Plan to appoint a Trustee. Plan Sponsor desires Trustee to hold Plan funds and Trustee is willing to hold such funds under the terms of this Schedule. Plan Sponsor wishes to appoint Empower Trust Company, LLC, as Trustee under the terms hereof. Plan Sponsor warrants and represents that it is permitted, under its governing laws, including applicable state and local laws, to appoint Empower Trust Company, LLC, as Trustee. The parties agree as follows:

1. Creation and Operation of the Trust

1.1 Services. Trustee shall provide the services stated in this Schedule or as further described in schedules or appendixes to this Schedule (collectively, the “Services”).

1.1 Establishment/Acceptance of Trust. To carry out the purposes of the Plan, the Trust is created and established or, if previously established, is continued. Trustee accepts this Trust and shall act as Trustee hereunder, but only on the terms stated in this Schedule and the Agreement.

Subject to the terms of this Schedule and the Agreement, all right, title and interest in and to the estate of the Trust fund vest exclusively in Trustee.

1.2 Acceptance of Property. The Trust Fund will include only those assets which Trustee initially accepts, and assets that are subsequently added to the Trust Fund under this Schedule (the “Trust Fund”). Only assets actually received by Trustee will become part of the Trust Fund. Plan Sponsor is responsible for effectuating the transfer of any assets held by a prior trustee or custodian to Trustee. Trustee shall hold all assets so received, together with the income therefrom and any other increment thereon, under the terms of this Schedule without distinction between principal and income and without liability for the payment of interest thereon. Trustee is not considered a party to the Plan and, if this Schedule conflicts with the provisions of the Plan or any other instrument or agreement forming part of such Plan, this Schedule controls. Trustee has only such duties relating to the Plan as are stated in this Schedule.

1.2.1 Payroll Contributions Before TOA. If Trustee agrees in writing to accept and hold in trust employer and employee contributions to the Plan from payroll contributions that occur before TOA, this Schedule Effective Date is modified to the date that such contributions are determined to be in good order by Trustee, and the Agreement will be in effect for the limited purpose of accepting such contributions and holding them in trust. The contributions will be held in trust in a plan level account and Plan Sponsor shall provide written Direction to Trustee as to how such contributions will be invested until allocated to Participant accounts following TOA as Directed by Plan Sponsor. Trustee is not responsible as trustee for any assets that have not been received and accepted. If TOA occurs at the beginning of a calendar year and payroll contributions are accepted in the prior calendar year under this section, Trustee is not responsible for performing compliance testing or for preparing the Plan’s Form 5500 for the prior calendar year.

1.3 Investment Powers.

1.3.1 Trustee has no discretion or authority relating to the investment of Trust assets, but shall act solely as a directed Trustee, and under this Schedule shall invest and reinvest the principal and income of the Trust and keep the Trust invested in such investments in securities or other property, real or personal, within or outside the United States, including interests and part interests in any bond and mortgage or note and mortgage and interests and part interests in certificates of deposit, commercial paper and other short-term or demand obligations, secured or unsecured, whether issued by governmental or quasi-governmental agencies or corporations or by any firm or corporation, capital, common and preferred, voting and nonvoting stock (regardless of dividend or earnings record) and including shares of mutual funds, annuity or investment contracts issued by an insurance company, and financial options and futures or any other form of option, and shall hold such securities or property in one or more funds; or in any fund created and administered by Trustee or any other bank or Investment Manager, as defined in Paragraph 2.4.6 of this Schedule, for the collective investment of the assets of employee benefit trusts that is (i) a collective investment fund or (ii) a group trust that meets all of the conditions of Revenue Ruling 81-100, as modified by Revenue Ruling 2011-1, (and while any portion of the Trust Fund is so invested, such collective investment fund or group trust constitutes part of the Plan, and the instrument creating such fund constitutes part of this Schedule). Trustee may keep such portion of the Trust Fund in cash and cash balances or hold all or any portion of the Trust Fund in savings accounts, certificates of deposit, and other types of time or demand deposits with any financial institution or quasifinancial institution, either domestic or foreign (including Trustee and its Affiliates) as Directed by the Plan Administrator, Plan Sponsor, Investment Manager, or other designated fiduciary of the Plan.

1.3.2 To the maximum extent permitted by law, Trustee is not liable for the acquisition, retention or disposition of any assets of the Trust Fund or for any loss to or diminution of such assets unless due to Trustee's own willful misconduct or failure to act in good faith.

1.3.3 Trustee is not the Plan Administrator. Trustee is a directed Trustee under the Direction of the Plan Administrator, Plan Sponsor, Participants (only if the investment of Plan assets are Directed by Participants as provided below), Investment Manager, as appointed by Plan Sponsor or Plan Administrator, or other fiduciary designated under the Plan, who is not the Trustee.

The duties and obligations of Trustee hereunder are limited to those expressly imposed on it by this Schedule and the Agreement, notwithstanding any reference contrary in the Plan, and no further duties or obligations of Trustee are implied. For example, Trustee has no initial or ongoing duty to determine the prudence of any Plan investment Directed to be made by Plan Sponsor or any delegate thereof, to diversify Plan investments, or to make or monitor investment decisions. The Plan Administrator, Plan Sponsor or Investment Manager, as applicable, and not the Trustee are solely responsible for the prudent selection of Plan investments and for the ongoing duty to monitor and remove imprudent Plan investments. Trustee is not liable for any loss to, or diminution of the Plan assets, or for any other loss or damage which may result from the discharging of its duties hereunder if it acts in good faith and under the terms of this Schedule and under the applicable federal or state laws, rules, and regulations.

1.3.4 Plan Administrator, Plan Sponsor or other designated fiduciary shall select investment alternatives for the Plan (each an “Investment Alternative”) which include some or all of the following types, or some other type reasonably acceptable to Trustee from an administrative standpoint: (i) securities issued by open-end investment companies registered under the Investment Company Act of 1940 (“Mutual Funds”), (ii) notes evidencing loans to Participants under the terms of the Plan, (iii) annuity or investment contracts issued by an insurance company, (iv) a portfolio of securities and obligations which is intended to produce a fixed rate of investment return, including guaranteed investment contracts (“GICs”), United States government securities, corporate bonds, notes, debentures, convertible securities, preferred stocks, and interests in collective investment funds maintained by banks or other financial institutions which invest in such securities and obligations and other similar investments, in each case as chosen by Plan Sponsor, Plan Administrator or an Investment Manager, (v) portfolios of securities managed by an Investment Manager for which market values can be obtained readily from securities exchanges or pricing services subscribed to by Trustee, (vi) portfolios of securities issued by Mutual Funds, managed by an Investment Manager or Plan Administrator, and (vii) interests in collective investment funds and group trusts under Revenue Ruling 81-100, as modified by Revenue Ruling 2011-1, maintained by Trustee or another bank or financial institution for qualified plans.

1.3.5 Plan Administrator, Plan Sponsor or other designated fiduciary may appoint an “Investment Manager” to manage any Investment Alternative, or any part of an Investment Alternative. Any Investment Manager so appointed must be (i) an investment adviser registered as such under the Investment Advisers Act of 1940 (“Advisers Act”), (ii) a bank, as defined in the Advisers Act, (iii) an insurance company qualified to perform investment management services under the laws of more than one state of the United States, or (iv) another entity who has agreed to be fiduciary relating to the Plan. If such appointment occurs, the appointing fiduciary shall notify Trustee of any such appointment by delivering to Trustee notice of the appointment of each Investment Manager hereunder, in the form provided by Trustee, together with an acknowledgment by the Investment Manager that it is a fiduciary of the Plan. Alternatively, the Plan Administrator or Plan Sponsor, in its capacity as a fiduciary, may manage an Investment Alternative. In either case, the appointing fiduciary shall specify to Trustee the Investment Alternative that will be subject to such investment management. The appointing fiduciary shall determine that, while each Investment Manager is acting in that capacity, that such Investment Manager satisfies the requirements of this paragraph 1.4.6. Trustee shall invest and reinvest the portion of the Trust Fund subject to such investment management only in the manner Directed by the Investment Manager, the Plan Administrator or Plan Sponsor, as applicable. During the term of such appointment, Trustee has no liability for the acts or omissions of such Investment Manager, the Plan Administrator or Plan Sponsor, and except as provided in the preceding sentence, is under no obligation to invest, review, or otherwise manage the portion of the Trust Fund subject to such investment management. Trustee may maintain separate accounts within the Trust Fund for the assets of the Trust Fund subject to such investment management. The appointing fiduciary may terminate its appointment of an Investment Manager at any time and shall notify Trustee of such termination. Trustee shall be protected in assuming that the appointment of an Investment Manager remains in effect until it is otherwise notified in writing by the appointing fiduciary.

1.3.6 If an Investment Manager appointed hereunder is a bank or a trust company, or an affiliate of a bank or trust company, Trustee shall, on the Direction of Plan Sponsor, transfer funds to such bank, trust company, or affiliate for investment through the medium of any collective investment fund created and administered by such bank, trust company, or affiliate, acting as trustee therefor, for the collective investment of the assets of employee benefit trusts, provided that such fund is (i) a bank collective investment fund or (ii) or a group trust that meets all of the conditions of Revenue Ruling 81-100, as modified by Revenue Ruling 2011-1. To implement the provisions of this subsection, Trustee may enter into any required ancillary trust, agency or other type of agreement with an Investment Manager, or its affiliate, as described in the preceding sentence.

1.4 Payments.

Subject to the provisions of this Schedule, Trustee shall transfer cash or other property from the Trust Fund to such persons as designated by Plan Sponsor or Plan Administrator, at such addresses, in such amounts, for such purposes and in such manner as Plan Sponsor or Plan Administrator may Direct, provided that such transfer is administratively feasible, and Trustee shall incur no liability for any such payment made at the Direction of Plan Administrator. Plan Sponsor or Plan Administrator shall be solely responsible to ensure that any payment made at its Direction conforms with the provisions of the Plan, the provisions of this Schedule, and the Code, and Trustee has no duty to determine the rights or benefits of any person in the Trust Fund or under the Plan or to inquire into the right or power of Plan Sponsor or Plan Administrator to Direct any such payment.

2. Powers of the Trustee

2.1 Trustee may exercise under Directions from the Plan Administrator, Plan Sponsor, an Investment Manager, or a Participant, as applicable, the following powers in respect of any property, real or personal, of the Trust Fund, it being intended that these powers be construed in the broadest possible manner:

2.1.1 to sell at public or private sale for cash or on credit or partly for cash and partly on credit;

2.1.2 to exchange securities or property held by it for other securities or property, or partly for such securities or property and partly for cash, and to exercise conversion, subscription, option and similar rights relating to securities held by it, and to make payments in connection therewith;

2.1.3 to compromise and adjust all debts or claims due to or made against it, to participate in any plan of reorganization, consolidation, merger, combination, liquidation or other similar plan or any action thereunder, or any contract, lease, mortgage, purchase, sale or other action by any corporation or other entity;

2.1.4 to exercise any conversion privilege or subscription right available in connection with any such property; to oppose or to consent to the reorganization, consolidation, merger or readjustment of the finances of any corporation, company or association or to the sale, mortgage, pledge or lease of the property of any corporation, company or association any of the securities of which may at any time be held in the Trust Fund and to do any act with reference thereto, including the exercise of options, the making of agreements or subscriptions and the payments of expenses, assessments or subscriptions, which may be deemed necessary or advisable in connection therewith and to hold and retain any securities or other property which it may so acquire;

2.1.5 to make distributions in cash or in specific property, real or personal, or an undivided interest therein, or partly in cash and partly in such property;

2.1.6 to start or defend suits or legal proceedings and to represent the Trust in all suits or legal proceedings; to settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust, provided that Trustee shall notify Plan Sponsor or Plan Administrator of all such suits, legal proceedings and claims and, except in the case of a suit, legal proceeding or claim involving solely Trustee's action or omissions to act, shall obtain the written Direction of Plan Sponsor or Plan Administrator before settling, compromising or submitting to binding arbitration any claim, suit or legal proceeding of any nature whatsoever. The Trustee shall have no obligation to undertake, defend or continue to maintain any action or proceeding arising in connection with the Trust, unless and until Plan Sponsor requests the Trustee to do so and agrees in writing to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including attorneys' fees and expenses) relating thereto, to be primarily liable for such payment and to make periodic payments in respect of such fees and expenses during such proceedings. If Plan Sponsor thereafter does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee shall discontinue participation in such action or proceeding, and charge the assets of the Trust Fund if sufficient for any unpaid fees and expenses;

2.1.7 on the written Direction of Plan Sponsor or Plan Administrator, to enter into any contract or policy with an insurance company or companies, for insurance coverage or otherwise, provided that, except as provided in Section 1.3, Trustee shall be the sole owner of all such contracts or policies and all such contracts or policies will be held as assets of the Trust Fund; and

2.1.8 to transfer assets of the Trust Fund to a successor trustee as provided in this Schedule.

2.2 Notwithstanding that Trustee acts solely as a directed Trustee, Trustee has the following ministerial powers and authority, to be exercised in its sole discretion, relating to the Trust Fund:

2.2.1 to employ suitable agents and custodians;

2.2.2 to delegate to its Affiliate, or others, any or all of its duties arising out of this Schedule, including recordkeeping and reporting;

2.2.3 to register any securities or other property held by it hereunder in its own name or in the name of a nominee with or without the addition of words indicating that such securities or other property are held in a fiduciary capacity and to hold any securities or other property in bearer form and to deposit any securities or other property in a depository or clearing corporation;

2.2.4 to reverse any erroneous or provisional credit entries to the Trust Fund retroactively to the date on which the correct entry or no entry should have been made;

2.2.5 to make, execute and deliver, as Trustee, all deeds, leases, mortgages, conveyances, waivers, releases, subscription documents, or other instruments in writing necessary or desirable for the accomplishment of any of the foregoing powers, provided that in connection with the acquisition, holding or disposition of securities or other property other than publicly-traded securities, that the Investment Manager, Plan Sponsor, or Plan Administrator, as the case may, has provided written Direction in a form satisfactory to Trustee; and

2.2.6 generally to do all ministerial acts, whether expressly authorized, which Trustee may deem necessary or desirable in carrying out its duties under this Schedule.

2.3 Insurance Contracts. Trustee may, at the Direction of Plan Sponsor or Plan Administrator, (i) enter into one or more contracts issued by an insurance company, including such contracts providing for investment in a separate account maintained by an insurance company, (ii) transfer to any such insurance companies a portion of the Trust Fund under any such contracts, and (iii) hold any such contracts as a part of the Trust Fund until Directed otherwise by Plan Sponsor or Plan Administrator. Trustee has no responsibility to review any contract or the creditworthiness of the insurance company issuing such contract at any time. Plan Sponsor or Plan Administrator may Direct Trustee to (i) demand or accept withdrawals or other distributions under any such contracts; (ii) exercise or not to exercise any rights, powers, privileges and options under any such contracts; and (iii) assign, amend, modify, or terminate any such contracts. Trustee shall take no action relating to any such contracts except at the Direction of Plan Sponsor or Plan Administrator.

Trustee has no liability for complying with, or failing to act in the absence of, any such Direction of Plan Sponsor or Plan Administrator. Any insurance companies issuing any contracts as described in this section may deal with Trustee as the absolute owner of any such contracts and need not inquire as to the authority of Trustee to act regarding such contracts. The underlying assets of such insurance company in which such contracts are invested are not considered assets of the Plan or part of the Trust Fund.

2.4 Fiduciary Standards.

2.4.1 Trustee shall perform those duties under this Schedule that constitute it as a fiduciary with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent trustee acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. Trustee shall exercise reasonable care relating to its remaining duties and obligations under this Schedule.

2.4.2 Trustee shall not be responsible for the administration of the Plan, for determining the funding policy of the Plan or the adequacy of the Trust Fund to meet and discharge liabilities under the Plan, or for the investments of the Plan. Trustee shall not be responsible for any failure of Plan Administrator or Plan Sponsor to discharge any of their respective responsibilities relating to the Plan nor be required to enforce payment of any contributions to the Trust Fund, which duty is assigned to the Plan Administrator, as a named fiduciary to the Plan, and Trustee is a directed Trustee relating to contributions and has no obligation to take any action to collect any contributions except on the Direction of the Plan Administrator.

2.5 Prohibition of Diversion.

2.5.1 At no time before the satisfaction of all liabilities relating to Participants in the Plan will any part of the corpus or income of the Trust Fund be used for, or diverted to, purposes other than for the exclusive benefit of such Participants. Except as provided below and Section 4, the assets of the Trust Fund never inure to the benefit of Plan Sponsor and will be held for the exclusive purpose of providing benefits to Participants in the Plan and defraying the reasonable expenses of administering the Plan.

2.5.2 In the case of a contribution that is made by Plan Sponsor by a mistake of fact, subsection 2.5.1 above does not prohibit the return to Plan Sponsor of such contribution, without any earnings, but reduced by any losses, at the Direction of Plan Sponsor or Plan Administrator within one year after the payment of the contribution.

2.5.3 If a contribution by Plan Sponsor is expressly conditioned on initial qualification of the Plan under Section 401 of the Code, and if the Plan does not so qualify, then subsection 2.5.1 above does not prohibit the return to Plan Sponsor of such contribution, without any earnings, but reduced by any losses, at the Direction of Plan Sponsor or Plan Administrator within one year after the date of denial of qualification of the Plan, if permitted by the Code.

2.5.4 If a contribution by Plan Sponsor is expressly conditioned on the deductibility of the contribution under Section 404 of the Code, then if such deduction is disallowed, subsection 2.5.1 above does not prohibit the return to Plan Sponsor of such contribution, without any earnings, but reduced by any losses, at the Direction of Plan Sponsor or Plan Administrator, if disallowed, within one year after the date of such disallowance.

2.6 Valuation of the Trust Fund and Periodic Accounts.

2.6.1 Trustee shall report the value of securities or other property held in the Trust Fund as follows:

2.6.1.1 Publicly traded securities for which a price is readily available will be reported based on information and financial publications of general circulation, generally available statistical and valuation services, and records of security exchanges, or from quotes from brokers customarily used by Trustee for security pricing purposes;

2.6.1.2 Units or shares in Mutual Funds will be reported at the most recently announced net asset value under regulations under the Investment Company Act of 1940;

2.6.1.3 Units or shares in limited liability companies, or other funds other than Mutual Funds (each, together with units or shares of Mutual Funds, a “Fund”) or group trusts will be reported at their most recent asset value or other unit or share value stated by the Fund or its operator received by Trustee before the date of the production of any particular statement of account;

2.6.1.4 Units in group trusts will be reported at the value stated by the trustee of the group trust;

2.6.1.5 Contracts of a type that Trustee, acting reasonably, determines to be an over-the-counter derivative (“OTC Derivative Contracts”) will be reported at the price provided by the applicable Investment Manager, a vendor selected by that Investment Manager, Plan Sponsor or Plan Administrator; and

2.6.1.6 Other securities or other property will be reported at prices certified by the applicable Investment Manager or at the price provided by a vendor or appraiser selected by the Investment Manager, Plan Sponsor or Plan Administrator.

2.6.2 Trustee shall follow general market practice regarding reviewing the reasonableness of prices received by it under Section 2.6.1.1 but is not responsible for any error or inaccuracy in any such price as received by Trustee. Plan Sponsor, Plan Administrator, or the applicable Investment Manager, as applicable, shall be deemed to have directed Trustee as to any price reported under clauses 2.6.1.2 through 2.6.1.6, and Trustee will not review or verify any such price.

2.6.3 Plan Sponsor, Plan Administrator or the applicable Investment Manager shall assess whether the prices reported by Trustee reflect the fair market value or fair value of the applicable asset at the time as of which Trustee reports the value of the Trust Fund. Trustee shall not make a fair value adjustment of any price received by it, although it will incorporate into its reports any fair value adjustment that Plan Sponsor, Plan Administrator, or an Investment Manager may provide instructions for, if it is practicable for Trustee to do so from an operational perspective.

Trustee is fully protected in relying on the prices reported under this Section 2.6 for all purposes under this Schedule, as well as any requirements of the Financial Accounting Standards Board or Governmental Accounting Standards Board.

2.6.4 Reported prices of securities and other property (particularly values of OTC Derivative Contracts and other assets lacking a readily available price) are indicative values only and do not indicate the actual terms at which the relevant asset or liability could be sold or unwound.

2.6.5 Trustee has no responsibility to determine the price of OTC Derivative Contracts except as separately agreed to in writing between Plan Sponsor and Trustee.

2.6.6 Trustee or its agent shall keep records of all transactions relating to the Trust Fund, which will be made available at reasonable times during normal working hours to persons designated by Plan Sponsor or as may be required by law. Trustee or its agent shall render an accounting and statement of the Trust Fund assets and their values to Plan Sponsor as or for Plan Administrator at least annually. Plan Administrator may approve or file objections to such accounting for itself and Plan Sponsor by an instrument in writing delivered to Trustee. If Plan Administrator does not file with Trustee objections to any such accounting within ninety days after its receipt, Plan Administrator is deemed to have approved such accounting for itself and Plan Sponsor. In such case, or on the written approval of Plan Administrator of any such accounting, Trustee and its agent are, if permitted by law, be discharged from all liability for its act is or failures to act described in such accounting. Except as otherwise provided in the Code, no person, other than Plan Sponsor or Plan Administrator, may require an accounting or bring any action against Trustee relating to the Trust Fund.

2.6.7 Nothing contained in this Schedule or in the Plan deprives Trustee or its agent of the right to have a judicial settlement of its accounts. In any proceeding for a judicial settlement of the accounts of Trustee or its agent or for instructions regarding the Trust, the only necessary parties thereto in addition to Trustee and its agent as appropriate will be the Plan Administrator. If Trustee or its agent so elects, it may join as a party or parties defendant any other person or persons.

2.7 Plan Administrator. Plan Sponsor shall certify to Trustee and its agent the names of the entity or persons constituting the Plan Administrator and of any other persons with authority to provide Direction for the Plan under this Schedule. All Direction to Trustee or its agent by Plan Administrator or any other authorized representatives must be in writing which includes Direction received by electronic methods acceptable to the Trustee. Trustee and its agent may rely without further inquiry on all such written Direction received from the Plan Administrator or any other authorized persons.

2.8 Plan-to-Plan Transfers; Rollovers.

2.8.1 Trustee or its agent may transfer part or all of the property representing a Participant’s interest in the Plan to the trustees of any trust qualified under Section 401(a) of the Code or Section 457(g) of the Code, whichever is applicable, in a plan-to-plan transfer, or relating to an eligible rollover distribution, to any eligible retirement plan as provided under Section 402(c) of the Code or Section 457(e) of the Code, whichever is applicable. Trustee or its agent may make such a transfer only at the Direction of the Plan Administrator.

2.8.2 Trustee or its agent may accept as part of the Trust Fund such property as is acceptable to Trustee which represents a Participant’s retirement benefits transferred from a trust qualified under Section 401(a) of the Code or Section 457(g) of the Code, whichever is applicable, or transferred as a permissible rollover under Section 402(c) or 408(d)(3) of the Code or Section 457(e) of the Code, whichever is applicable. The amount of such benefits will always be separately accounted for by Plan Sponsor. A Participant will always be fully vested in any property so transferred as a rollover to the Trust Fund. Such property will be distributed to the Participant at the Direction of the Plan Administrator within the time required for distribution of his retirement benefits under the applicable provisions of the Plan.

2.9 Participating Employers.

2.9.1 Any entity that is required to be treated as a single employer or otherwise required to be aggregated with Plan Sponsor and which has adopted the Plan under its terms (a “Participating Employer”) becomes a party to this Schedule on Plan Sponsor delivering to Trustee or its Affiliates documentation that it shall adopt the Plan, to become a party to this Schedule, and to be bound by all the terms of the Plan and this Schedule. Plan Sponsor has the sole authority to enforce this Schedule for all Participating Employers and Trustee, or its agent will not deal with any such Participating Employer except by dealing with Plan Sponsor as such Participating Employer’s agent. Irrespective of the number of Participating Employers which may become parties to this Schedule, Trustee or its agent shall in all respects invest and administer the Trust Fund as a single fund for investment and accounting purposes without allocation of any part of the Trust Fund as between Plan Sponsor and any Participating Employer.

2.9.2 A Participating Employer which has adopted the Plan stops being a party to this Schedule on Plan Sponsor delivering to Trustee documentation that it is terminating its participation in the Plan. In such event, or in the event of the termination of Plan Sponsor or of any such Participating Employer, or in the event of the establishment, modification or continuance of any other retirement plan which separately or in conjunction with this Plan is qualified under Section 401(a) of the Code, Trustee or its agent continue to hold the portion of the Trust Fund which is attributable to the participation in the Plan of the employees and their beneficiaries affected by such termination, and this Schedule continues in force relating to such portion, until otherwise Directed by the Plan Administrator, under the provisions of the Plan and the Code.

2.10 Alienation. No interest in the Trust Fund is assignable or subject to anticipation, sale, transfer, mortgage, pledge, charge, garnishment, attachment, bankruptcy or encumbrance or levy of any kind, and the Trustee or its agent shall not recognize any attempt to assign, sell, transfer, mortgage, pledge, charge, garnish, attach or otherwise encumber the same except if such attempt is made under (i) a court order determined by the Plan Administrator to be a qualified domestic relations order, as defined in Section 414 of the Code or (ii) as required by a federal tax levy made under Section 6331 of the Code, (iii) under an offset under Section 401(a)(13)(C) of the Code or (iv) as otherwise allowed under the Code.

2.11 Bond. Trustee shall not be required to give any bond or any other security for the faithful performance of its duties under this Schedule except as required by law.

2.12 Proxies and Other Incidents of Ownership

2.12.1 The Trustee has no discretion relating to voting proxies, tendering shares in a tender or exchange offer, or exercising any other rights of ownership.

2.12.2 The Trustee shall deliver or cause to be delivered, as Directed by Plan Sponsor or Plan Administrator, to Plan Sponsor, Plan Administrator, the designated Investment Manager, or a designated transfer agent, all proxies and proxy related materials relating to investments held under the Schedule received by Trustee.

2.12.3 Plan Sponsor shall assign a fiduciary (which may be a person, committee or entity designated by Plan Sponsor, or Plan Sponsor, but which will not be the Trustee) who is responsible for voting proxies, tendering shares and exercising shareholder rights.

2.12.4 For investments held in Participant-directed brokerage accounts, each Participant is responsible for directly voting proxies, tendering shares and exercising shareholder rights.

3. Compensation and Expenses

3.1 Trustee shall be compensated under the Agreement, where such fees may be paid by an Affiliate to the Trustee on behalf of the Plan. Trustee may liquidate Trust assets in satisfaction of its fees hereunder in the event of non-payment by Plan Sponsor.

3.2 Trustee shall pay out of the Trust Fund, income taxes levied or assessed under existing or future laws against the Trust Fund, (including all Participant accounts) on direction by a regulatory authority or agency or Plan Sponsor or Plan Administrator, as applicable.

3.3 Plan Sponsor shall pay, or if not paid by Plan Sponsor and the Plan so permits, Plan Sponsor Directs Trustee to pay from the Trust Fund, the reasonable expenses relating to the Plan and Trust Fund that are permitted by law to be paid from the Trust Fund.

4. Use of Confidential Information
In addition to the obligations regarding Confidential Information in the Agreement, Plan Sponsor authorizes Trustee to disclose Confidential Information to: (i) any subcustodian, subcontractor, agent, securities depository, securities exchange, broker, third party agent, proxy solicitor, issuer, or any other person that Trustee believes is reasonably required to receive such information in connection with Trustee’s provision of relevant services under this Schedule; (ii) its professional advisors, auditors or public accountants; (iii) its Affiliates, and (iv) any revenue authority or any governmental entity relating to the processing of any tax relief claim.

5. Resignation & Termination

5.1 Resignation or Removal of Trustee.

5.1.1 Trustee may resign at any time by giving ninety days’ notice to Plan Sponsor. Plan Sponsor may remove Trustee at any time by giving ninety days’ notice to Trustee.

In the case of the resignation or removal of Trustee, Plan Sponsor shall appoint a successor trustee who will have the same powers and duties as those conferred on Trustee. If Plan Sponsor fails to appoint a successor Trustee as of the effective date of the Trustee resignation or removal or as of the effective date of the termination of this Schedule and no other Trustee remains, the Trustee will treat Plan Sponsor as having appointed itself as Trustee and as having filed Plan Sponsor's acceptance of appointment as successor Trustee with the Trustee.

5.1.2 Trustee shall execute, acknowledge and deliver all documents and written instruments necessary to transfer and deliver all of the assets of the Trust Fund and all rights and privileges therein to the successor trustee or, in its discretion, to a court of competent jurisdiction as the Trustee deems necessary, within a reasonable time, after reserving such reasonable amount as it deems necessary to provide for any expenses and payments then chargeable against the Trust Fund for which the Trust Fund may be liable, or for payment of the retiring Trustee’s fees and expenses in connection with the settlement of its account or otherwise. If the assets so withheld are insufficient or excessive for such purposes, the retiring Trustee shall be entitled to reimbursement for any deficiency out of the Trust Fund from the successor trustee, or shall deliver the excess to the successor trustee, as applicable. Following the effective date of the removal or resignation of Trustee, on request, the Trustee shall provide Plan Sponsor a written account of all Trust Fund transactions since the most recent report provided to Plan Sponsor. The provisions of Section 2.6 apply to such account. The term “Trustee” as used in this Schedule apply to any successor trustee.

5.1.3 On the appointment of a successor trustee, the resigning and removed Trustee is discharged from further accountability for the Trust Fund, and is under no further duty, obligation or responsibility for the disposition by such successor trustee of the Trust Fund or any part thereof.

5.2 Termination. This Schedule may be terminated as follows:

5.2.1 If the Agreement or the Recordkeeping Services Schedule with an Affiliate of the Trustee is terminated, this Schedule terminates as of the date of termination of such Agreement or Recordkeeping Services Schedule with no further notice required from either party to the other; or

5.2.2 This Schedule may be terminated at any time under Section 5.1.

Notwithstanding the foregoing, Plan Sponsor may terminate the underlying Trust on ninety days prior notice to Trustee. On receipt of such notice of termination, the Trustee shall, after payment of all expenses incurred in the administration of the Trust Fund and such compensation as to which Trustee may be entitled, distribute the Trust Fund in cash or in kind to such persons or entities, including Plan Sponsor, at such time and in such amounts as Plan Administrator shall Direct, which Direction must be in conformity with the provisions of the Plan and applicable provisions of the Code. Notwithstanding the foregoing, Trustee shall not be required to pay out any assets of the Trust Fund until it receives such rulings or determinations of the Internal Revenue Service or any other administrative agency as it may deem necessary or appropriate to assure itself that any such payment is made under the provisions of law or that it will not subject the Trust Fund or the Trustee, individually or as such Trustee, to liability. Plan Sponsor or Plan Administrator must obtain such rulings.

6. Miscellaneous.

6.1 This Schedule, including the terms of the Agreement, and all appendixes, exhibits, schedules, notices and attachments thereto, constitutes the entire agreement of the parties relating to the subject matter hereof, and supersedes all prior drafts, agreements, negotiations and proposals, written or verbal, relating to the Services, and supersedes any prior trust agreement, statement, or representation relating to the obligations of the Trustee, whether oral or written. Except as otherwise provided in this Schedule, this Schedule may be modified only by an amendment signed by authorized representatives of each party. By signing this Schedule, the parties certify they have read and understood it, that they agree to be bound by its terms, and that they have the authority to sign it. This Schedule is not binding on either party until signed by both parties.

6.2 Notwithstanding anything contained in this Section to the contrary, no amendment diverts any part of the Trust Fund to, and no part of the Trust Fund will be used for, any purpose other than for the exclusive purpose of providing benefits to Participants; provided, however, that nothing in this Section limits or otherwise prevents the payment from the Trust Fund of expenses and other charges as provided in Section 3.

6.3 Assignment. This Agreement binds on and inures to the benefit of each of the parties, their Affiliates, successors and permitted assigns; provided, however, that neither party may assign its rights or obligations hereunder without the other party’s prior written consent.

6.4 Governing Law. Notwithstanding anything in the Agreement, if not preempted by federal law, this Schedule and the Trust is construed, regulated, and administered under the laws of the State of Colorado, as applicable, without regard to conflict of law principles, and any claim arising under or related to this Schedule is subject to the exclusive jurisdiction of the federal and state courts located in Colorado.

6.5 Notices. All notices required by this Schedule must be in writing and must be sent to Trustee as stated below or to Plan Sponsor, as applicable. Plan Sponsor will be deemed to have received any applicable notices for the Plan Administrator. All notices sent are effective on receipt.

Provided, however, that on either party’s written request, such communications shall be sent to such other address as a party may specify. No communication binds either party until such party receives it.

Trustee:

Notice To Trustee: Empower Trust Company, LLC
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: Trust Officer
With a copy to: Empower Trust Company, LLC
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: General Counsel
Plan Sponsor:

Notice To Plan Sponsor Plan Sponsor’s address of record as provided to the Trustee or its Affiliates.

6.6 Reports. The Trustee has accepted this Trust with the understanding that Plan Sponsor or Plan Administrator has entered or is entering into a service agreement with an Affiliate of the Trustee whereby such Affiliate will provide recordkeeping services for all Plan assets held under this Schedule. The recordkeeping reports and related financial information provided by Affiliate constitute the reports of the Trustee.

Empower Trust Company, LLC City of Anaheim
___________________________________
Signature
___________________________________
Signature
___________________________________
Printed Name
___________________________________
Printed Name
___________________________________
Title
___________________________________
Title
___________________________________
Date Signed
___________________________________
Date Signed

SCHEDULE IV-3:

TRUST AGREEMENT
for the City of Anaheim 3121 Deferred Compensation Plan – Part-Time Employees Group Account Number: 100716-03
This Trust Agreement Schedule (“Schedule”) is entered into by the parties under the Master Services Agreement between Empower and Plan Sponsor dated July 1, 2025 (“Agreement”). This Schedule is entered into between Plan Sponsor and Empower Trust Company, LLC, an Affiliate of Empower and a trust company chartered under the laws of the State of Colorado having a place of business in Greenwood Village, Colorado ("Trustee") effective as of July 1, 2025. This Schedule incorporates by reference, and each party is bound by, the terms of the Agreement. As such, this Schedule forms a separate and independent Trust Agreement for the Plan. If the terms of the Agreement and this Schedule conflict, this Schedule controls, but only regarding the Services (defined below) rendered by Trustee hereunder. The terms of this Schedule do not govern nor have any applicability to other relationships or services between Empower, or any other Empower Affiliate, and Plan Sponsor. The words “include,” “includes,” and “including” in this Schedule are to be read as if they were followed by the phrase “without limitation”.

Plan Sponsor has established or adopted the Plan for its eligible employees and their beneficiaries. A trust is maintained in connection with the Plan (the “Trust”) to which Plan contributions are to be made to be held by the Trustee and to be managed, invested and reinvested for the exclusive benefit of Participants. The Plan and Trust are intended to qualify as a plan and trust which meet the applicable requirements of Section 401(a) and 501(a) or Section 457(b) and (g), whichever is applicable of the Internal Revenue Code of 1986, as amended, or any successor thereto. Plan Sponsor is a fiduciary to the Plan and is authorized under the terms of the Plan to appoint a Trustee. Plan Sponsor desires Trustee to hold Plan funds and Trustee is willing to hold such funds under the terms of this Schedule. Plan Sponsor wishes to appoint Empower Trust Company, LLC, as Trustee under the terms hereof. Plan Sponsor warrants and represents that it is permitted, under its governing laws, including applicable state and local laws, to appoint Empower Trust Company, LLC, as Trustee. The parties agree as follows:

1. Creation and Operation of the Trust

1.1 Services. Trustee shall provide the services stated in this Schedule or as further described in schedules or appendixes to this Schedule (collectively, the “Services”).

1.2 Establishment/Acceptance of Trust. To carry out the purposes of the Plan, the Trust is created and established or, if previously established, is continued. Trustee accepts this Trust and shall act as Trustee hereunder, but only on the terms stated in this Schedule and the Agreement.

Subject to the terms of this Schedule and the Agreement, all right, title and interest in and to the estate of the Trust fund vest exclusively in Trustee.

1.3 Acceptance of Property. The Trust Fund will include only those assets which Trustee initially accepts, and assets that are subsequently added to the Trust Fund under this Schedule (the “Trust Fund”). Only assets actually received by Trustee will become part of the Trust Fund. Plan Sponsor is responsible for effectuating the transfer of any assets held by a prior trustee or custodian to Trustee. Trustee shall hold all assets so received, together with the income therefrom and any other increment thereon, under the terms of this Schedule without distinction between principal and income and without liability for the payment of interest thereon. Trustee is not considered a party to the Plan and, if this Schedule conflicts with the provisions of the Plan or any other instrument or agreement forming part of such Plan, this Schedule controls. Trustee has only such duties relating to the Plan as are stated in this Schedule.

1.3.1 Payroll Contributions Before TOA. If Trustee agrees in writing to accept and hold in trust employer and employee contributions to the Plan from payroll contributions that occur before TOA, this Schedule Effective Date is modified to the date that such contributions are determined to be in good order by Trustee, and the Agreement will be in effect for the limited purpose of accepting such contributions and holding them in trust. The contributions will be held in trust in a plan level account and Plan Sponsor shall provide written Direction to Trustee as to how such contributions will be invested until allocated to Participant accounts following TOA as Directed by Plan Sponsor. Trustee is not responsible as trustee for any assets that have not been received and accepted. If TOA occurs at the beginning of a calendar year and payroll contributions are accepted in the prior calendar year under this section, Trustee is not responsible for performing compliance testing or for preparing the Plan’s Form 5500 for the prior calendar year.

1.4 Investment Powers.

1.4.1 Trustee has no discretion or authority relating to the investment of Trust assets, but shall act solely as a directed Trustee, and under this Schedule shall invest and reinvest the principal and income of the Trust and keep the Trust invested in such investments in securities or other property, real or personal, within or outside the United States, including interests and part interests in any bond and mortgage or note and mortgage and interests and part interests in certificates of deposit, commercial paper and other short-term or demand obligations, secured or unsecured, whether issued by governmental or quasi-governmental agencies or corporations or by any firm or corporation, capital, common and preferred, voting and nonvoting stock (regardless of dividend or earnings record) and including shares of mutual funds, annuity or investment contracts issued by an insurance company, and financial options and futures or any other form of option, and shall hold such securities or property in one or more funds; or in any fund created and administered by Trustee or any other bank or Investment Manager, as defined in Paragraph 2.4.6 of this Schedule, for the collective investment of the assets of employee benefit trusts that is (i) a collective investment fund or (ii) a group trust that meets all of the conditions of Revenue Ruling 81-100, as modified by Revenue Ruling 2011-1, (and while any portion of the Trust Fund is so invested, such collective investment fund or group trust constitutes part of the Plan, and the instrument creating such fund constitutes part of this Schedule). Trustee may keep such portion of the Trust Fund in cash and cash balances or hold all or any portion of the Trust Fund in savings accounts, certificates of deposit, and other types of time or demand deposits with any financial institution or quasifinancial institution, either domestic or foreign (including Trustee and its Affiliates) as Directed by the Plan Administrator, Plan Sponsor, Investment Manager, or other designated fiduciary of the Plan.

1.4.2 To the maximum extent permitted by law, Trustee is not liable for the acquisition, retention or disposition of any assets of the Trust Fund or for any loss to or diminution of such assets unless due to Trustee's own willful misconduct or failure to act in good faith.

1.4.3 Trustee is not the Plan Administrator. Trustee is a directed Trustee under the Direction of the Plan Administrator, Plan Sponsor, Participants (only if the investment of Plan assets are Directed by Participants as provided below), Investment Manager, as appointed by Plan Sponsor or Plan Administrator, or other fiduciary designated under the Plan, who is not the Trustee.

The duties and obligations of Trustee hereunder are limited to those expressly imposed on it by this Schedule and the Agreement, notwithstanding any reference contrary in the Plan, and no further duties or obligations of Trustee are implied. For example, Trustee has no initial or ongoing duty to determine the prudence of any Plan investment Directed to be made by Plan Sponsor or any delegate thereof, to diversify Plan investments, or to make or monitor investment decisions. The Plan Administrator, Plan Sponsor or Investment Manager, as applicable, and not the Trustee are solely responsible for the prudent selection of Plan investments and for the ongoing duty to monitor and remove imprudent Plan investments. Trustee is not liable for any loss to, or diminution of the Plan assets, or for any other loss or damage which may result from the discharging of its duties hereunder if it acts in good faith and under the terms of this Schedule and under the applicable federal or state laws, rules, and regulations.

1.4.4 Plan Administrator, Plan Sponsor or other designated fiduciary shall select investment alternatives for the Plan (each an “Investment Alternative”) which include some or all of the following types, or some other type reasonably acceptable to Trustee from an administrative standpoint: (i) securities issued by open-end investment companies registered under the Investment Company Act of 1940 (“Mutual Funds”), (ii) notes evidencing loans to Participants under the terms of the Plan, (iii) annuity or investment contracts issued by an insurance company, (iv) a portfolio of securities and obligations which is intended to produce a fixed rate of investment return, including guaranteed investment contracts (“GICs”), United States government securities, corporate bonds, notes, debentures, convertible securities, preferred stocks, and interests in collective investment funds maintained by banks or other financial institutions which invest in such securities and obligations and other similar investments, in each case as chosen by Plan Sponsor, Plan Administrator or an Investment Manager, (v) portfolios of securities managed by an Investment Manager for which market values can be obtained readily from securities exchanges or pricing services subscribed to by Trustee, (vi) portfolios of securities issued by Mutual Funds, managed by an Investment Manager or Plan Administrator, and (vii) interests in collective investment funds and group trusts under Revenue Ruling 81-100, as modified by Revenue Ruling 2011-1, maintained by Trustee or another bank or financial institution for qualified plans.

1.4.5 Plan Administrator, Plan Sponsor or other designated fiduciary may appoint an “Investment Manager” to manage any Investment Alternative, or any part of an Investment Alternative. Any Investment Manager so appointed must be (i) an investment adviser registered as such under the Investment Advisers Act of 1940 (“Advisers Act”), (ii) a bank, as defined in the Advisers Act, (iii) an insurance company qualified to perform investment management services under the laws of more than one state of the United States, or (iv) another entity who has agreed to be fiduciary relating to the Plan. If such appointment occurs, the appointing fiduciary shall notify Trustee of any such appointment by delivering to Trustee notice of the appointment of each Investment Manager hereunder, in the form provided by Trustee, together with an acknowledgment by the Investment Manager that it is a fiduciary of the Plan. Alternatively, the Plan Administrator or Plan Sponsor, in its capacity as a fiduciary, may manage an Investment Alternative. In either case, the appointing fiduciary shall specify to Trustee the Investment Alternative that will be subject to such investment management. The appointing fiduciary shall determine that, while each Investment Manager is acting in that capacity, that such Investment Manager satisfies the requirements of this paragraph 1.4.6. Trustee shall invest and reinvest the portion of the Trust Fund subject to such investment management only in the manner Directed by the Investment Manager, the Plan Administrator or Plan Sponsor, as applicable. During the term of such appointment, Trustee has no liability for the acts or omissions of such Investment Manager, the Plan Administrator or Plan Sponsor, and except as provided in the preceding sentence, is under no obligation to invest, review, or otherwise manage the portion of the Trust Fund subject to such investment management. Trustee may maintain separate accounts within the Trust Fund for the assets of the Trust Fund subject to such investment management. The appointing fiduciary may terminate its appointment of an Investment Manager at any time and shall notify Trustee of such termination. Trustee shall be protected in assuming that the appointment of an Investment Manager remains in effect until it is otherwise notified in writing by the appointing fiduciary.

1.4.6 If an Investment Manager appointed hereunder is a bank or a trust company, or an affiliate of a bank or trust company, Trustee shall, on the Direction of Plan Sponsor, transfer funds to such bank, trust company, or affiliate for investment through the medium of any collective investment fund created and administered by such bank, trust company, or affiliate, acting as trustee therefor, for the collective investment of the assets of employee benefit trusts, provided that such fund is (i) a bank collective investment fund or (ii) or a group trust that meets all of the conditions of Revenue Ruling 81-100, as modified by Revenue Ruling 2011-1. To implement the provisions of this subsection, Trustee may enter into any required ancillary trust, agency or other type of agreement with an Investment Manager, or its affiliate, as described in the preceding sentence.

1.5 Payments.

Subject to the provisions of this Schedule, Trustee shall transfer cash or other property from the Trust Fund to such persons as designated by Plan Sponsor or Plan Administrator, at such addresses, in such amounts, for such purposes and in such manner as Plan Sponsor or Plan Administrator may Direct, provided that such transfer is administratively feasible, and Trustee shall incur no liability for any such payment made at the Direction of Plan Administrator. Plan Sponsor or Plan Administrator shall be solely responsible to ensure that any payment made at its Direction conforms with the provisions of the Plan, the provisions of this Schedule, and the Code, and Trustee has no duty to determine the rights or benefits of any person in the Trust Fund or under the Plan or to inquire into the right or power of Plan Sponsor or Plan Administrator to Direct any such payment.

2. Powers of the Trustee

2.1 Trustee may exercise under Directions from the Plan Administrator, Plan Sponsor, an Investment Manager, or a Participant, as applicable, the following powers in respect of any property, real or personal, of the Trust Fund, it being intended that these powers be construed in the broadest possible manner:

2.1.1 to sell at public or private sale for cash or on credit or partly for cash and partly on credit;

2.1.2 to exchange securities or property held by it for other securities or property, or partly for such securities or property and partly for cash, and to exercise conversion, subscription, option and similar rights relating to securities held by it, and to make payments in connection therewith;

2.1.3 to compromise and adjust all debts or claims due to or made against it, to participate in any plan of reorganization, consolidation, merger, combination, liquidation or other similar plan or any action thereunder, or any contract, lease, mortgage, purchase, sale or other action by any corporation or other entity;

2.1.4 to exercise any conversion privilege or subscription right available in connection with any such property; to oppose or to consent to the reorganization, consolidation, merger or readjustment of the finances of any corporation, company or association or to the sale, mortgage, pledge or lease of the property of any corporation, company or association any of the securities of which may at any time be held in the Trust Fund and to do any act with reference thereto, including the exercise of options, the making of agreements or subscriptions and the payments of expenses, assessments or subscriptions, which may be deemed necessary or advisable in connection therewith and to hold and retain any securities or other property which it may so acquire;

2.1.5 to make distributions in cash or in specific property, real or personal, or an undivided interest therein, or partly in cash and partly in such property;

2.1.6 to start or defend suits or legal proceedings and to represent the Trust in all suits or legal proceedings; to settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust, provided that Trustee shall notify Plan Sponsor or Plan Administrator of all such suits, legal proceedings and claims and, except in the case of a suit, legal proceeding or claim involving solely Trustee's action or omissions to act, shall obtain the written Direction of Plan Sponsor or Plan Administrator before settling, compromising or submitting to binding arbitration any claim, suit or legal proceeding of any nature whatsoever. The Trustee shall have no obligation to undertake, defend or continue to maintain any action or proceeding arising in connection with the Trust, unless and until Plan Sponsor requests the Trustee to do so and agrees in writing to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including attorneys' fees and expenses) relating thereto, to be primarily liable for such payment and to make periodic payments in respect of such fees and expenses during such proceedings. If Plan Sponsor thereafter does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee shall discontinue participation in such action or proceeding, and charge the assets of the Trust Fund if sufficient for any unpaid fees and expenses;

2.1.7 on the written Direction of Plan Sponsor or Plan Administrator, to enter into any contract or policy with an insurance company or companies, for insurance coverage or otherwise, provided that, except as provided in Section 1.3, Trustee shall be the sole owner of all such contracts or policies and all such contracts or policies will be held as assets of the Trust Fund; and

2.1.8 to transfer assets of the Trust Fund to a successor trustee as provided in this Schedule.

2.2 Notwithstanding that Trustee acts solely as a directed Trustee, Trustee has the following ministerial powers and authority, to be exercised in its sole discretion, relating to the Trust Fund:

2.2.1 to employ suitable agents and custodians;

2.2.2 to delegate to its Affiliate, or others, any or all of its duties arising out of this Schedule, including recordkeeping and reporting;

2.2.3 to register any securities or other property held by it hereunder in its own name or in the name of a nominee with or without the addition of words indicating that such securities or other property are held in a fiduciary capacity and to hold any securities or other property in bearer form and to deposit any securities or other property in a depository or clearing corporation;

2.2.4 to reverse any erroneous or provisional credit entries to the Trust Fund retroactively to the date on which the correct entry or no entry should have been made;

2.2.5 to make, execute and deliver, as Trustee, all deeds, leases, mortgages, conveyances, waivers, releases, subscription documents, or other instruments in writing necessary or desirable for the accomplishment of any of the foregoing powers, provided that in connection with the acquisition, holding or disposition of securities or other property other than publicly-traded securities, that the Investment Manager, Plan Sponsor, or Plan Administrator, as the case may, has provided written Direction in a form satisfactory to Trustee; and

2.2.6 generally to do all ministerial acts, whether expressly authorized, which Trustee may deem necessary or desirable in carrying out its duties under this Schedule.

2.3 Insurance Contracts. Trustee may, at the Direction of Plan Sponsor or Plan Administrator, (i) enter into one or more contracts issued by an insurance company, including such contracts providing for investment in a separate account maintained by an insurance company, (ii) transfer to any such insurance companies a portion of the Trust Fund under any such contracts, and (iii) hold any such contracts as a part of the Trust Fund until Directed otherwise by Plan Sponsor or Plan Administrator. Trustee has no responsibility to review any contract or the creditworthiness of the insurance company issuing such contract at any time. Plan Sponsor or Plan Administrator may Direct Trustee to (i) demand or accept withdrawals or other distributions under any such contracts; (ii) exercise or not to exercise any rights, powers, privileges and options under any such contracts; and (iii) assign, amend, modify, or terminate any such contracts. Trustee shall take no action relating to any such contracts except at the Direction of Plan Sponsor or Plan Administrator.

Trustee has no liability for complying with, or failing to act in the absence of, any such Direction of Plan Sponsor or Plan Administrator. Any insurance companies issuing any contracts as described in this section may deal with Trustee as the absolute owner of any such contracts and need not inquire as to the authority of Trustee to act regarding such contracts. The underlying assets of such insurance company in which such contracts are invested are not considered assets of the Plan or part of the Trust Fund.

2.4 Fiduciary Standards.

2.4.1 Trustee shall perform those duties under this Schedule that constitute it as a fiduciary with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent trustee acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. Trustee shall exercise reasonable care relating to its remaining duties and obligations under this Schedule.

2.4.2 Trustee shall not be responsible for the administration of the Plan, for determining the funding policy of the Plan or the adequacy of the Trust Fund to meet and discharge liabilities under the Plan, or for the investments of the Plan. Trustee shall not be responsible for any failure of Plan Administrator or Plan Sponsor to discharge any of their respective responsibilities relating to the Plan nor be required to enforce payment of any contributions to the Trust Fund, which duty is assigned to the Plan Administrator, as a named fiduciary to the Plan, and Trustee is a directed Trustee relating to contributions and has no obligation to take any action to collect any contributions except on the Direction of the Plan Administrator.

2.5 Prohibition of Diversion.

2.5.1 At no time before the satisfaction of all liabilities relating to Participants in the Plan will any part of the corpus or income of the Trust Fund be used for, or diverted to, purposes other than for the exclusive benefit of such Participants. Except as provided below and Section 4, the assets of the Trust Fund never inure to the benefit of Plan Sponsor and will be held for the exclusive purpose of providing benefits to Participants in the Plan and defraying the reasonable expenses of administering the Plan.

2.5.2 In the case of a contribution that is made by Plan Sponsor by a mistake of fact, subsection 2.5.1 above does not prohibit the return to Plan Sponsor of such contribution, without any earnings, but reduced by any losses, at the Direction of Plan Sponsor or Plan Administrator within one year after the payment of the contribution.

2.5.3 If a contribution by Plan Sponsor is expressly conditioned on initial qualification of the Plan under Section 401 of the Code, and if the Plan does not so qualify, then subsection 2.5.1 above does not prohibit the return to Plan Sponsor of such contribution, without any earnings, but reduced by any losses, at the Direction of Plan Sponsor or Plan Administrator within one year after the date of denial of qualification of the Plan, if permitted by the Code.

2.5.4 If a contribution by Plan Sponsor is expressly conditioned on the deductibility of the contribution under Section 404 of the Code, then if such deduction is disallowed, subsection

2.5.1 above does not prohibit the return to Plan Sponsor of such contribution, without any earnings, but reduced by any losses, at the Direction of Plan Sponsor or Plan Administrator, if disallowed, within one year after the date of such disallowance.

2.6 Valuation of the Trust Fund and Periodic Accounts.

2.6.1 Trustee shall report the value of securities or other property held in the Trust Fund as follows:

2.6.1.1 Publicly traded securities for which a price is readily available will be reported based on information and financial publications of general circulation, generally available statistical and valuation services, and records of security exchanges, or from quotes from brokers customarily used by Trustee for security pricing purposes;

2.6.1.2 Units or shares in Mutual Funds will be reported at the most recently announced net asset value under regulations under the Investment Company Act of 1940;

2.6.1.3 Units or shares in limited liability companies, or other funds other than Mutual Funds (each, together with units or shares of Mutual Funds, a “Fund”) or group trusts will be reported at their most recent asset value or other unit or share value stated by the Fund or its operator received by Trustee before the date of the production of any particular statement of account;

2.6.1.4 Units in group trusts will be reported at the value stated by the trustee of the group trust;

2.6.1.5 Contracts of a type that Trustee, acting reasonably, determines to be an over-the-counter derivative (“OTC Derivative Contracts”) will be reported at the price provided by the applicable Investment Manager, a vendor selected by that Investment Manager, Plan Sponsor or Plan Administrator; and

2.6.1.6 Other securities or other property will be reported at prices certified by the applicable Investment Manager or at the price provided by a vendor or appraiser selected by the Investment Manager, Plan Sponsor or Plan Administrator.

2.6.2 Trustee shall follow general market practice regarding reviewing the reasonableness of prices received by it under Section 2.6.1.1 but is not responsible for any error or inaccuracy in any such price as received by Trustee. Plan Sponsor, Plan Administrator, or the applicable Investment Manager, as applicable, shall be deemed to have directed Trustee as to any price reported under clauses 2.6.1.2 through 2.6.1.6, and Trustee will not review or verify any such price.

2.6.3 Plan Sponsor, Plan Administrator or the applicable Investment Manager shall assess whether the prices reported by Trustee reflect the fair market value or fair value of the applicable asset at the time as of which Trustee reports the value of the Trust Fund. Trustee shall not make a fair value adjustment of any price received by it, although it will incorporate into its reports any fair value adjustment that Plan Sponsor, Plan Administrator, or an Investment Manager may provide instructions for, if it is practicable for Trustee to do so from an operational perspective.

Trustee is fully protected in relying on the prices reported under this Section 2.6 for all purposes under this Schedule, as well as any requirements of the Financial Accounting Standards Board or Governmental Accounting Standards Board.

2.6.4 Reported prices of securities and other property (particularly values of OTC Derivative Contracts and other assets lacking a readily available price) are indicative values only and do not indicate the actual terms at which the relevant asset or liability could be sold or unwound.

2.6.5 Trustee has no responsibility to determine the price of OTC Derivative Contracts except as separately agreed to in writing between Plan Sponsor and Trustee.

2.6.6 Trustee or its agent shall keep records of all transactions relating to the Trust Fund, which will be made available at reasonable times during normal working hours to persons designated by Plan Sponsor or as may be required by law. Trustee or its agent shall render an accounting and statement of the Trust Fund assets and their values to Plan Sponsor as or for Plan Administrator at least annually. Plan Administrator may approve or file objections to such accounting for itself and Plan Sponsor by an instrument in writing delivered to Trustee. If Plan Administrator does not file with Trustee objections to any such accounting within ninety days after its receipt, Plan Administrator is deemed to have approved such accounting for itself and Plan Sponsor. In such case, or on the written approval of Plan Administrator of any such accounting, Trustee and its agent are, if permitted by law, be discharged from all liability for its act is or failures to act described in such accounting. Except as otherwise provided in the Code, no person, other than Plan Sponsor or Plan Administrator, may require an accounting or bring any action against Trustee relating to the Trust Fund.

2.6.7 Nothing contained in this Schedule or in the Plan deprives Trustee or its agent of the right to have a judicial settlement of its accounts. In any proceeding for a judicial settlement of the accounts of Trustee or its agent or for instructions regarding the Trust, the only necessary parties thereto in addition to Trustee and its agent as appropriate will be the Plan Administrator. If Trustee or its agent so elects, it may join as a party or parties defendant any other person or persons.

2.7 Plan Administrator. Plan Sponsor shall certify to Trustee and its agent the names of the entity or persons constituting the Plan Administrator and of any other persons with authority to provide Direction for the Plan under this Schedule. All Direction to Trustee or its agent by Plan Administrator or any other authorized representatives must be in writing which includes Direction received by electronic methods acceptable to the Trustee. Trustee and its agent may rely without further inquiry on all such written Direction received from the Plan Administrator or any other authorized persons.

2.8 Plan-to-Plan Transfers; Rollovers.

2.8.1 Trustee or its agent may transfer part or all of the property representing a Participant’s interest in the Plan to the trustees of any trust qualified under Section 401(a) of the Code or Section 457(g) of the Code, whichever is applicable, in a plan-to-plan transfer, or relating to an eligible rollover distribution, to any eligible retirement plan as provided under Section 402(c) of the Code or Section 457(e) of the Code, whichever is applicable. Trustee or its agent may make such a transfer only at the Direction of the Plan Administrator.

2.8.2 Trustee or its agent may accept as part of the Trust Fund such property as is acceptable to Trustee which represents a Participant’s retirement benefits transferred from a trust qualified under Section 401(a) of the Code or Section 457(g) of the Code, whichever is applicable, or transferred as a permissible rollover under Section 402(c) or 408(d)(3) of the Code or Section 457(e) of the Code, whichever is applicable. The amount of such benefits will always be separately accounted for by Plan Sponsor. A Participant will always be fully vested in any property so transferred as a rollover to the Trust Fund. Such property will be distributed to the Participant at the Direction of the Plan Administrator within the time required for distribution of his retirement benefits under the applicable provisions of the Plan.

2.9 Participating Employers.

2.9.1 Any entity that is required to be treated as a single employer or otherwise required to be aggregated with Plan Sponsor and which has adopted the Plan under its terms (a “Participating Employer”) becomes a party to this Schedule on Plan Sponsor delivering to Trustee or its Affiliates documentation that it shall adopt the Plan, to become a party to this Schedule, and to be bound by all the terms of the Plan and this Schedule. Plan Sponsor has the sole authority to enforce this Schedule for all Participating Employers and Trustee, or its agent will not deal with any such Participating Employer except by dealing with Plan Sponsor as such Participating Employer’s agent. Irrespective of the number of Participating Employers which may become parties to this Schedule, Trustee or its agent shall in all respects invest and administer the Trust Fund as a single fund for investment and accounting purposes without allocation of any part of the Trust Fund as between Plan Sponsor and any Participating Employer.

2.9.2 A Participating Employer which has adopted the Plan stops being a party to this Schedule on Plan Sponsor delivering to Trustee documentation that it is terminating its participation in the Plan. In such event, or in the event of the termination of Plan Sponsor or of any such Participating Employer, or in the event of the establishment, modification or continuance of any other retirement plan which separately or in conjunction with this Plan is qualified under Section 401(a) of the Code, Trustee or its agent continue to hold the portion of the Trust Fund which is attributable to the participation in the Plan of the employees and their beneficiaries affected by such termination, and this Schedule continues in force relating to such portion, until otherwise Directed by the Plan Administrator, under the provisions of the Plan and the Code.

2.10 Alienation. No interest in the Trust Fund is assignable or subject to anticipation, sale, transfer, mortgage, pledge, charge, garnishment, attachment, bankruptcy or encumbrance or levy of any kind, and the Trustee or its agent shall not recognize any attempt to assign, sell, transfer, mortgage, pledge, charge, garnish, attach or otherwise encumber the same except if such attempt is made under (i) a court order determined by the Plan Administrator to be a qualified domestic relations order, as defined in Section 414 of the Code or (ii) as required by a federal tax levy made under Section 6331 of the Code, (iii) under an offset under Section 401(a)(13)(C) of the Code or (iv) as otherwise allowed under the Code.

2.11 Bond. Trustee shall not be required to give any bond or any other security for the faithful performance of its duties under this Schedule except as required by law.

2.12 Proxies and Other Incidents of Ownership

2.12.1 The Trustee has no discretion relating to voting proxies, tendering shares in a tender or exchange offer, or exercising any other rights of ownership.

2.12.2 The Trustee shall deliver or cause to be delivered, as Directed by Plan Sponsor or Plan Administrator, to Plan Sponsor, Plan Administrator, the designated Investment Manager, or a designated transfer agent, all proxies and proxy related materials relating to investments held under the Schedule received by Trustee.

2.12.3 Plan Sponsor shall assign a fiduciary (which may be a person, committee or entity designated by Plan Sponsor, or Plan Sponsor, but which will not be the Trustee) who is responsible for voting proxies, tendering shares and exercising shareholder rights.

2.12.4 For investments held in Participant-directed brokerage accounts, each Participant is responsible for directly voting proxies, tendering shares and exercising shareholder rights.

3. Compensation and Expenses

3.1 Trustee shall be compensated under the Agreement, where such fees may be paid by an Affiliate to the Trustee on behalf of the Plan. Trustee may liquidate Trust assets in satisfaction of its fees hereunder in the event of non-payment by Plan Sponsor.

3.2 Trustee shall pay out of the Trust Fund, income taxes levied or assessed under existing or future laws against the Trust Fund, (including all Participant accounts) on direction by a regulatory authority or agency or Plan Sponsor or Plan Administrator, as applicable.

3.3 Plan Sponsor shall pay, or if not paid by Plan Sponsor and the Plan so permits, Plan Sponsor Directs Trustee to pay from the Trust Fund, the reasonable expenses relating to the Plan and Trust Fund that are permitted by law to be paid from the Trust Fund.

4. Use of Confidential Information
In addition to the obligations regarding Confidential Information in the Agreement, Plan Sponsor authorizes Trustee to disclose Confidential Information to: (i) any subcustodian, subcontractor, agent, securities depository, securities exchange, broker, third party agent, proxy solicitor, issuer, or any other person that Trustee believes is reasonably required to receive such information in connection with Trustee’s provision of relevant services under this Schedule; (ii) its professional advisors, auditors or public accountants; (iii) its Affiliates, and (iv) any revenue authority or any governmental entity relating to the processing of any tax relief claim.

5. Resignation & Termination

5.1 Resignation or Removal of Trustee.

5.1.1 Trustee may resign at any time by giving ninety days’ notice to Plan Sponsor. Plan Sponsor may remove Trustee at any time by giving ninety days’ notice to Trustee. In the case of the resignation or removal of Trustee, Plan Sponsor shall appoint a successor trustee who will have the same powers and duties as those conferred on Trustee. If Plan Sponsor fails to appoint a successor Trustee as of the effective date of the Trustee resignation or removal or as of the effective date of the termination of this Schedule and no other Trustee remains, the Trustee will treat Plan Sponsor as having appointed itself as Trustee and as having filed Plan Sponsor's acceptance of appointment as successor Trustee with the Trustee.

5.1.2 Trustee shall execute, acknowledge and deliver all documents and written instruments necessary to transfer and deliver all of the assets of the Trust Fund and all rights and privileges therein to the successor trustee or, in its discretion, to a court of competent jurisdiction as the Trustee deems necessary, within a reasonable time, after reserving such reasonable amount as it deems necessary to provide for any expenses and payments then chargeable against the Trust Fund for which the Trust Fund may be liable, or for payment of the retiring Trustee’s fees and expenses in connection with the settlement of its account or otherwise. If the assets so withheld are insufficient or excessive for such purposes, the retiring Trustee shall be entitled to reimbursement for any deficiency out of the Trust Fund from the successor trustee, or shall deliver the excess to the successor trustee, as applicable. Following the effective date of the removal or resignation of Trustee, on request, the Trustee shall provide Plan Sponsor a written account of all Trust Fund transactions since the most recent report provided to Plan Sponsor. The provisions of Section 2.6 apply to such account. The term “Trustee” as used in this Schedule apply to any successor trustee.

5.1.3 On the appointment of a successor trustee, the resigning and removed Trustee is discharged from further accountability for the Trust Fund, and is under no further duty, obligation or responsibility for the disposition by such successor trustee of the Trust Fund or any part thereof.

5.2 Termination. This Schedule may be terminated as follows:

5.2.1 If the Agreement or the Recordkeeping Services Schedule with an Affiliate of the Trustee is terminated, this Schedule terminates as of the date of termination of such Agreement or Recordkeeping Services Schedule with no further notice required from either party to the other; or

5.2.2 This Schedule may be terminated at any time under Section 5.1.

Notwithstanding the foregoing, Plan Sponsor may terminate the underlying Trust on ninety days prior notice to Trustee. On receipt of such notice of termination, the Trustee shall, after payment of all expenses incurred in the administration of the Trust Fund and such compensation as to which Trustee may be entitled, distribute the Trust Fund in cash or in kind to such persons or entities, including Plan Sponsor, at such time and in such amounts as Plan Administrator shall Direct, which Direction must be in conformity with the provisions of the Plan and applicable provisions of the Code. Notwithstanding the foregoing, Trustee shall not be required to pay out any assets of the Trust Fund until it receives such rulings or determinations of the Internal Revenue Service or any other administrative agency as it may deem necessary or appropriate to assure itself that any such payment is made under the provisions of law or that it will not subject the Trust Fund or the Trustee, individually or as such Trustee, to liability. Plan Sponsor or Plan Administrator must obtain such rulings.

6. Miscellaneous.

6.1 This Schedule, including the terms of the Agreement, and all appendixes, exhibits, schedules, notices and attachments thereto, constitutes the entire agreement of the parties relating to the subject matter hereof, and supersedes all prior drafts, agreements, negotiations and proposals, written or verbal, relating to the Services, and supersedes any prior trust agreement, statement, or representation relating to the obligations of the Trustee, whether oral or written. Except as otherwise provided in this Schedule, this Schedule may be modified only by an amendment signed by authorized representatives of each party. By signing this Schedule, the parties certify they have read and understood it, that they agree to be bound by its terms, and that they have the authority to sign it. This Schedule is not binding on either party until signed by both parties.

6.2 Notwithstanding anything contained in this Section to the contrary, no amendment diverts any part of the Trust Fund to, and no part of the Trust Fund will be used for, any purpose other than for the exclusive purpose of providing benefits to Participants; provided, however, that nothing in this Section limits or otherwise prevents the payment from the Trust Fund of expenses and other charges as provided in Section 3.

6.3 Assignment. This Agreement binds on and inures to the benefit of each of the parties, their Affiliates, successors and permitted assigns; provided, however, that neither party may assign its rights or obligations hereunder without the other party’s prior written consent.

6.4 Governing Law. Notwithstanding anything in the Agreement, if not preempted by federal law, this Schedule and the Trust is construed, regulated, and administered under the laws of the State of Colorado, as applicable, without regard to conflict of law principles, and any claim arising under or related to this Schedule is subject to the exclusive jurisdiction of the federal and state courts located in Colorado.

6.5 Notices. All notices required by this Schedule must be in writing and must be sent to Trustee as stated below or to Plan Sponsor, as applicable. Plan Sponsor will be deemed to have received any applicable notices for the Plan Administrator. All notices sent are effective on receipt.

Provided, however, that on either party’s written request, such communications shall be sent to such other address as a party may specify. No communication binds either party until such party receives it.

Trustee:

Notice To Trustee: Empower Trust Company, LLC
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: Trust Officer
With a copy to: Empower Trust Company, LLC
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: General Counsel
Plan Sponsor:

Notice To Plan Sponsor Plan Sponsor’s address of record as provided to the Trustee or its Affiliates.

6.6 Reports. The Trustee has accepted this Trust with the understanding that Plan Sponsor or Plan Administrator has entered or is entering into a service agreement with an Affiliate of the Trustee whereby such Affiliate will provide recordkeeping services for all Plan assets held under this Schedule. The recordkeeping reports and related financial information provided by Affiliate constitute the reports of the Trustee.

Empower Trust Company, LLC City of Anaheim
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Signature
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Title
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Date Signed
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