Beverly Hills City Council
December 6, 2022

AGENDA REPORT
Meeting Date:

Item Number:

To:

From:

Subject:

Attachments: 1. Resolution

2. Administrative Services Agreement

3. Investment Advisor Agreement

4. Trust Adoption Agreement

5. OPEB/Pension Directed Benefit Custody Agreement with Section 115 Trust

RECOMMENDATION
After receiving a recommendation from the Section 115 Trust Investment Committee on August 27, 2022, it is recommended that the City Council approve the resolution to convert the City’s Section 115 trust administration services from PARS/US Bank to Shuster Advisory Group LLC/Charles Schwab Trust Bank/Alta Trust Company, adopt the necessary resolution making these aforementioned changes, and authorize the City Manager and Director of Finance to execute all necessary documents.

December 6, 2022
E-7
Honorable Mayor & City Council
Jeff S. Muir, Director of Finance
Tatiana Szerwinski, Assistant Director of Finance

RESOLUTION OF THE COUNCIL OF THE CITY OF BEVERLY HILLS

APPROVING THE ADOPTION OF THE MULTIPLE EMPLOYER
OPEB/PENSION 115 TRUST ADMINISTERED BY SHUSTER

ADVISORY GROUP, LLC AND APPROVING INVESTMENT
AUTHORITY UNDER THE INVESTMENT POLICY STATEMENT; AND

TERMINATION OF THE PUBLIC AGENCIES POSTEMPLOYMENT

BENEFITS TRUST ADMINISTERED BY PUBLIC AGENCY
RETIREMENT SERVICES (PARS); AND

AUTHORIZE THE CITY MANAGER AND DIRECTOR OF FINANCE
TO EXECUTE ALL NECESSARY DOCUMENTS.

Meeting Date: December 6, 2022

INTRODUCTION
In 2016, the City began to explore options for establishing a Section 115 trust for the purpose of pre-funding liabilities for retiree medical benefits (called Other PostEmployment Benefits or “OPEB”) and for pensions. Assets in a 115 Trust are irrevocably committed for the government function specific in the applicable trust agreement. Additionally, monies held in such trusts can be invested in accordance with the rules governing those trusts, which are different than the investment rules for the City’s pooled investments. Investment restrictions that apply to the general fund of a City (CA Government Code 53601) do not apply to the assets held in an Irrevocable Section 115 Trust, thus allowing for more flexibility in the investment strategy. Setting aside funds in a Section 115 Trust can potentially earn a higher rate of return than funds invested within 53601 guidelines.

In the summer and fall of 2016, meetings with two potential Section 115 vendors were held. The two companies considered were Public Agency Retirement Services (PARS) and PFM. CalPERS was not considered because they did not have a pension trust solution at the time. At its October 5, 2016 meeting, the Budget Review Committee reviewed the available options for establishing a Section 115 Trust and recommended PARS be selected to administer the trust. In the Study Session on December 5, 2017, Council unanimously approved the establishment of a Section 115 Trust and on December 19, 2017, Council unanimously approved the adoption of the public agencies post-employment benefits trust administered by PARS. PARS has partnered with US Bank to serve as trustee and its sub-advisor HighMark Capital Management, Inc., to provide investment management services for the program.

In the fall of 2018, Vice Mayor Gold (then Mayor) tasked the City Treasurer with assembling a Blue Ribbon Committee to review the unfunded pension and OPEB liabilities of Beverly Hills and make recommendations on addressing its long-term unfunded liabilities. The Committee met four times in the fall of 2018 and a report was brought forward at the April 2, 2019 Study Session, where the City Treasurer presented the Committee’s recommendations, one of which included funding the City’s Section 115 Trust with funds previously earmarked and reserved for unfunded liabilities. Council unanimously approved funding the City’s Trust at this meeting and subsequently approved formation of the Section 115 Trust Investment Committee comprised of the two members of the Audit and Finance Committee, City Treasurer (chair), City Manager, and Director of Finance (total of five members).

It is approaching six years since the time initial research on Section 115 trust providers was conducted. The City’s general procurement practice is to revisit agreements every five years and evaluate competitors to determine if there are other cost beneficial or otherwise improved options in the market (with this process being delayed due to the pandemic). The City is not obligated to stay in the current trust arrangement with PARS, or any provider. To the extent that cost savings for administering the trust can be achieved, additional money will remain in the trust and earn interest over time.

Meeting Date: December 6, 2022

DISCUSSION
The PARS option for OPEB and Pension Stabilization is the Public Agencies PostEmployment Benefits Trust, a multiple employer trust arrangement to which cities adopt the Trust to hold assets. It is important to note that although PARS provides services to public agencies, PARS is not a public agency or public retirement system. PARS provides trust administration for the PARS Post-Retirement Healthcare Plan and the PARS Pension Rate Stabilization Program, both held in the same Public Agencies PostEmployment Benefits Trust. The advisor to the PARS investment portfolios is US Bank and HighMark Capital Management serves as the sub-advisor to US Bank, managing the portfolios. US Bank also serves as Trustee for the multiple employer trust. The fees for PARS administrative services and US Bank trust and investment advisory services are separate fees, both a tiered structure based on assets. The PARS program generally provides five HighMark active investment strategies and another five portfolios of the same strategies, but as passive (index) strategies. PARS also provides the City customized investment management for a portion of the bond portfolio within the 115 trust.

City staff obtained pricing comparison information by reviewing recent publically available agreements and staff reports. Based on a review of available firms offering trust administration services, there are now five major competitors in this market space, which are summarized below along with trustee/custodian, and investment manager partners.

Section 115 Trust Administrator Trustee/Custodian Investment Manager CalPERS CalPERS CalPERS
Keenan & Associates Benefit Trust Company Morgan Stanley PARS U.S. Bank HighMark
PFM Wells Fargo PFM
Shuster Advisory Group, LLC Alta Trust/Charles Schwab Shuster Advisory Group, LLC An internal evaluation of the trust administrators’ costs was performed based on publicly available information and is summarized below:

Vendor BPS
(rounded)
Amount
(rounded)
CalPERS 0.128% $131,000
Keenan & Associates 0.300% $306,000
PARS 0.279% $284,000
PFM 0.194% $197,000
Shuster Advisory Group, LLC 0.075% $ 76,000
As of June 30, 2022, the City has $82,616,575 in the OPEB trust account and $19,260,653 in the pension trust account, for a total of $101,877,228. Per the above analysis, which assumes a City trust balance of $101.9 million, Shuster Advisory Group LLC has the lowest basis points per share (BPS) and lowest fee amount relative to the competition, 0.075% and $76,000 respectively (both rounded).

Meeting Date: December 6, 2022

A switch from the current administration of our OPEB and 115 trust accounts by PARS and US Bank will result in a reduction in fees and could increase the assets within the trust by approximately $3.2 million over 10-Years, $10.7 million over 20-Years, and $27.2 million over 30-Years, assuming both programs earned an average 6% gross rate of return, a beginning value of $101.9 million and no change in fee structures.

Shuster will provide ten investment strategies that combine both active and passive (index) investment solutions to take advantage of the optimum mix of investments from both an investment return and cost perspective, similar to PARS. If desired by the City, Shuster will also provide a custom portfolio at no additional cost.

Shuster Advisory Group, LLC (Shuster) is an independent investment advisory firm and fiduciary. They provide governmental and institutional retirement plan consulting services as well as private wealth management. Shuster is a SEC-Registered Investment Advisor with over $5 billion in assets under management focusing on serving the unique needs of governmental agencies and special districts serving over 60 cities, agencies and public entities. Shuster serves as fiduciary to plan investments and provides investment selection, monitoring and management.

Shuster serves currently as the fiduciary investment advisor and plan consultant for the City’s 457(b) Deferred Compensation Plan, 401(k) Defined Contribution Plan and related 415(m) Plan, Retiree Health Savings (RHS) Plans, and FICA Alternative Plan for PartTime Employees. The services provided by Shuster are unique with a low-cost, transparent structure and efficient services. Shuster entered the public retirement plan sector after analyzing the sector and realizing that cities and agencies were being underserved and over-charged for their retirement plans, directly impacting the supplemental retirement savings of the public employees. Hiring Shuster for these services resulted in a 41% reduction in total plan costs for the 457(b), 401(k), and 415(m) plans, a 60% reduction in total plan costs for the RHS plans, and a 39% reduction in total plan costs for the FICA Alternative Plan for Part-Time Employees, in addition to a significant improvement in the quality of the investments available in the retirement plan.

Since the transition in February of 2020, employee participants in the Plan as a whole have saved approximately $2.1 million from the reduction in recordkeeping fees alone.

An additional $2.7 million has also been gained via the higher interest rates on the guaranteed stable value solutions, for a total of $4.8 million in additional retirement savings for employees. This enhancement does not take into account any financial gains from improved investment options. At the time of conversion, the positive impact to participants due to the combination of the fee reduction and increased interest rate was estimated to be approximately $1 million over a one-year period, so the actual savings have exceeded the original estimate. Shuster has proven to be responsive and analytical fiduciary to the City.

Shuster has conducted the same analysis of the Section 115 Trust programs available to cities and agencies and again determined that the cities were being over-charged and underserved which has a direct result on the taxpayer-funded savings that a City is putting aside for their future obligations. As a result, Shuster created and offers a Section 115 Trust program. Within the Shuster Section 115 program: Shuster provides the trust administrator, consultant and investment advisor functions; Charles Schwab Trust Bank provides trust custodian services; and Alta Trust Company provides directed trustee services.

Meeting Date: December 6, 2022

The above information was brought forward to the Section 115 Trust Investment Committee, comprised of Chair/City Treasurer Howard Fisher, Vice Mayor Gold, Councilmember Friedman, the City Manager, and Director of Finance, on August 27, 2022. The Section 115 Trust Investment Committee recommended moving forward with the change in trust administration to Shuster Advisory Group with ancillary services provided, along with the termination of the PARS Section 115 Trust.

FISCAL IMPACT
Staff has analyzed the fee structures of five competitor firms and Shuster's pricing model and the information provided in comparison to the current PARS program. The fee schedule from the PARS program results in a 0.279% annualized fee currently, or $284,000, where the Shuster program would result in a 0.075% annualized fee currently, or $76,000. Assuming both programs earned an average 6% gross annual rate of return, the 115 Trust arrangement from Shuster results in a 73% reduction in the expenses of the program in comparison to the current PARS program. These fee savings will result in more money staying in the trust and earning interest over time, providing additional assets to offset these long-term liabilities. Future contributions by the City will only increase the comparative savings. With Shuster’s ongoing oversight and exceptional service model, Staff expects similar results with the Section 115 Trust.

As stated above, Shuster will provide ten investment strategies that combine both active and passive (index) investment solutions to take advantage of the optimum mix of investments from both an investment return and cost perspective and if desired by the City, Shuster will also provide a custom portfolio at no additional cost.

Tatiana Szerwinski
Assistant Director of Finance
Jeff S. Muir
Director of Finance
Approved By Approved By
Attachment 1
B0785-0001\2745797v1.doc
RESOLUTION NO. 22-R-______________

RESOLUTION OF THE COUNCIL OF THE CITY OF BEVERLY

HILLS APPROVING THE ADOPTION OF THE MULTIPLE
EMPLOYER OPEB/PENSION 115 TRUST ADMINISTERED BY

SHUSTER ADVISORY GROUP, LLC AND APPROVING

INVESTMENT AUTHORITY UNDER THE INVESTMENT

POLICY STATEMENT
WHEREAS, the Governmental Accounting Standards Board (GASB) revised its accounting rules, referred to as GASB 75, to require local governments to recognize, cost and disclose future obligations for providing Other Post-Employment Benefits (OPEB); and WHEREAS, the City of Beverly Hills provides OPEB to eligible employees and retirees in the form of retiree health care coverage as defined in applicable memorandums of understanding and pay plans; and
WHEREAS, the City of Beverly Hills provides pension benefits to eligible employees and retirees as a participant in the California Public Employees Retirement System as defined in applicable memorandums of understanding and pay plans; and WHEREAS, the City of Beverly Hills is eligible to participate in a tax-exempt trust performing an essential governmental function within the meaning of Section 115 of the Internal Revenue Code, as amended, and the Regulations issued thereunder, and is a tax-exempt trust under the relevant statutory provisions of the State of California; and WHEREAS, the City’s adoption and operation of the Multiple Employer OPEB/Pension 115 Trust (Section 115 Trust) has no effect on any current or former employee’s entitlement to post-employment benefits; and
WHEREAS, the terms and conditions of post-employment benefit entitlement, if any, are governed by contracts separate from and independent of the Section 115 Trust; and WHEREAS, the City Council has prudently set aside funds for the OPEB liability and prefunding pension obligations; and WHEREAS, the City’s funding of the Section 115 Trust does not, and is not intended to, create any new vested right to any benefit nor strengthen any existing vested right; and WHEREAS, the City reserves the right to make contributions, if any, to the Section 115 Trust; and
WHEREAS, Shuster Advisory Group, LLC (Shuster Group) has made available the Multiple Employer OPEB/Pension 115 Trust for the purpose of pre-funding pension obligations and/or OPEB obligations; and
WHEREAS, the Shuster Group has set fourth an Investment Policy Statement for the Section 115 Trust to ensure fiduciaries involved in the plan take prudent and careful action to DocuSign Envelope ID: FDAEA120-05B9-4FBF-A7E4-147BE4E32F8E -2-
B0785-0001\2745797v1.doc
maintain the investment portfolios, goals and objectives while maintaining liquidity and risk tolerance.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF BEVERLY HILLS DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. The City Council hereby authorizes the termination of the City of Beverly Hills’s PARS Public Agencies Post-Employment Benefits Trust, all services, administration and investment contracts with PARS and U.S. Bank, N.A.

Section 2. The City Council hereby adopts the Multiple Employer OPEB/Pension 115 Trust available through the Shuster Group, effective December 6, 2022.

Section 3. The City Council hereby appoints the Director of Finance, or his/her successor or his/her designee as the City’s Plan Administrator for the Section 115 Trust.

Section 4. The City’s Plan Administrator is hereby authorized to execute the Shuster legal and administrative documents on behalf of the City and to take whatever additional actions are necessary to maintain the City’s participation in the Section 115 Trust and to maintain compliance of any relevant regulation issued or as may be issued; therefore, authorizing him/her to take whatever additional actions are required to administer the City’s Section 115 Trust.

Section 5. The City Clerk shall certify to the adoption of this resolution and shall cause this resolution and her certification to be entered in the Book of Resolutions of the Council of this City.

Adopted:
_______________________________

LILI BOSSE
Mayor of the City of Beverly Hills, California
ATTEST:
__________________________ (SEAL)

HUMA AHMED
City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_________________________
LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager

JEFF MUIR
Director of Finance
DocuSign Envelope ID: FDAEA120-05B9-4FBF-A7E4-147BE4E32F8E 




  


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Attachment 2

TRUST ADMINISTRATIVE SERVICES AGREEMENT
This agreement (“Agreement”) is made this day of , 20 , by and between City of Beverly Hills (the “Employer”) and Shuster Advisory Group, LLC (the “Trust Administrator”).

WHEREAS, the Employer has adopted one or more plans, policies, or collective bargaining agreements (“Plans”) in order to provide other post-employment health and welfare benefits (other than pensions) (“OPEB”) or retirement benefits; and WHEREAS, the Trust Administrator and Alta Trust Company (the “Trustee”) have entered into an agreement (the “Trust Agreement”) establishing the Multiple Employer OPEB/Pension 115 Trust (the “Trust”); and
WHEREAS, the Employer has adopted the Trust by executing the adoption agreement to which this Agreement is attached (the “Adoption Agreement”“) in order to fund the OPEB and retirement benefits payable under the Plans; and
WHEREAS, the Employer wishes to retain the services of the Trust Administrator to administer the Employer’s account under the Trust (“Account”).

NOW THEREFORE, the Employer and the Trust Administrator hereby agree as follows:

Capitalized words not defined this document are defined in the Trust Agreement.

1. Trust Administrator Services
The Trust Administrator will provide the following services for the Employer’s Account:

1.1 Administrative Services
A. Instruct the custodian of the Account to make disbursements from the Employer’s Account at the direction of the Plan Administrator for the payment of OPEB or retirement benefits under the Employer’s Plans funded by the Account;
B. Coordinate the annual audit of the Trust, the results of which will be provided to the Employer; and
C. Coordinate such other actions with the Trustee and custodian of the Account as directed by the Plan Administrator that are within the scope of the Trust Administrator’s duties under the Trust Agreement.

1.2 Investment Management Services
A. Determine the asset allocation of investments in the Employer’s Account (“Investment Strategy”) based on information provided by the Employer or the Plan Administrator, including the anticipated amounts of cash required by the Plans for distributions and other expenses, and the appropriate risk tolerance for the Plans based on the Plans’ asset-liability characteristics and the Employer’s resources;
B. Prepare a recommended policy statement of the Account’s Investment Strategy acceptable to the Employer to the extent necessary to accomplish the Account’s Investment Strategy (“Investment Policy Statement”);
C. Execute the Account’s Investment Strategy by instructing the Trustee to buy and sell shares of investments permitted under the Trust in accordance with the Investment Policy Statement;
D. In consultation with the Employer, reassess and alter the Investment Strategy and Investment Policy Statement at least annually to the extent necessary to “rebalance” the Account investments;
E. Perform reviews at least annually of the performance of the investments held in the Account, add or reduce allocations to each investment or add or delete investments in its judgment (to the extent permitted under the Investment Policy Statement and the Trust), and promptly advise the Employer of any additions or deletions of Account investments; and F. Provide the Employer after the end of each calendar quarter with an analysis of the performance of the investments of the Account and a statement of the changes in the investments made during such calendar quarter.

2. Compensation

2.1 Fees. For all services provided by the Trust Administrator under this Agreement and the Trustee under the Trust Agreement, the following fees will apply:

Trust Administration Fees (This Agreement)1: 0.01%
Trustee Fees (Trust Adoption Agreement)2: 0.02%
Custodial Asset Based Fee (Custodial Agreement)3: 0.01% Investment Advisory Fees (Investment Advisory Agmt.): 0.06% Fees will be collected quarterly other than the Investment Advisory Fee which will be collected monthly.
1 - Annual minimum fee of $10,000 charged pro-rata to the plans. 2 - Annual minimum fee per plan of $500. Annual maximum fee per plan of $5,000. 3 - Annual minimum fee per plan of $400. Custodian may also charge fees related to non- standard assets, checks and wire fees outlined in the Custodial Agreement for the Plan.

Any changes to the fees above must be mutually agreed upon by Employer, service provider

2.2 Fees for Additional Services. If and to the extent that the Employer requests the Trust Administrator to render services other than those described under this Agreement, such additional services will be compensated separately on terms to be agreed upon between the Trust Administrator and the Employer.

2.3 Pooled Investments. Assets invested by the Trust Administrator under the terms of this Agreement may from time to time be invested in individual securities, or in a proprietary money market mutual fund or local government investment pool (either, a “Pool”). Each Pool is a commingled fund managed by the Trust Administrator. Average daily net assets subject to the fees described in this section shall not take into account any funds invested in the Pool. Expenses of the Pool, including compensation for the Trust Administrator and the Pool custodian, are described in the relevant prospectus or information statement and are paid from the Pool.

3. Expenses

3.1 Furnishing of Administrative Services, Office Space, Equipment and Personnel. The Trust Administrator will furnish at its own expense all necessary administrative services, office space, equipment, clerical personnel, telephone and other communication facilities, investment advisory facilities, and executive and supervisory personnel required to perform the services under this Agreement, inclusive of reasonable costs required to attend meetings with the Employer.

3.2 Expenses of Employer’s Account. Except as otherwise provided in this Agreement, Employer agrees to pay all expenses under the Trust incurred by (or allocable to) the Employer’s Account including, without limitation, taxes, expenses (including front- or back-end charges) of an investment fund, fees and expenses of the Account’s independent auditors and legal counsel, insurance premiums, expenses of the Trustee, the keeping of books and accounts, and the allocable costs of the annual Trust accounting described in Section 9.02 of the Trust Agreement. The Trust Administrator will calculate expenses allocable to the Account on a pro-rata basis, or in any other reasonable and equitable manner determined by the Trust Administrator.

4. Payment Terms. At the end of each calendar month, the Trust Administrator will prepare and submit to the Employer for approval a monthly invoice for fees and expenses under this Agreement as described in Sections 2.1 and 3.2. The invoice will include a statement of the basis upon which the fees and expenses were calculated.

Except to the extent that the Employer has elected in the Adoption Agreement to pay such invoices, the Employer authorizes the Trust Administrator to charge such invoices to the Employer’s Account and authorizes and instructs the Trustee to disburse funds from the Account for the payment of the fees and expenses. If the Employer has elected in the Adoption Agreement to pay such invoices, but does not fully pay any invoice within 30 calendar days after the invoice’s postmark, then the Employer hereby authorizes the Trust Administrator to charge the unpaid amount to the Account and instructs the Trustee to disburse such amount from the Account for the payment of the fees and expenses. If sufficient funds are not available or cannot for any reason otherwise be disbursed from the Account, the Trust Administrator will notify the Employer, and the Employer will pay the unpaid amount to the Trust Administrator from other sources within 10 calendar days after receiving the notice.

5. Registered Advisor; Duty of Care. The Trust Administrator hereby represents it is a registered investment advisor under the Investment Advisers Act of 1940. The Trust Administrator will immediately notify the Employer if at any time during the term of this Agreement it is not so registered or if its registration is suspended. The Trust Administrator agrees to perform its duties and responsibilities under this Agreement with reasonable care. The federal securities laws impose liabilities under certain circumstances on persons who are required to act in good faith. Nothing herein in any way constitutes a waiver or limitation of any rights which the Employer, the Trust, or the Trust Administrator may have under any federal securities laws. The Employer hereby authorizes the Trust Administrator to sign an Internal Revenue Service Form W-9 on behalf of the Employer and to deliver such form to broker-dealers or others from time to time as required in connection with securities transactions pursuant to this Agreement.

6. Trust Administrator’s Other Clients. The Employer understands that the Trust Administrator performs investment advisory services for various other clients which may include investment companies, commingled trust funds and/or individual portfolios. The Employer agrees that the Trust Administrator, in the exercise of its professional judgment, may give advice or take action with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the Account. The Trust Administrator has no obligation to purchase, sell or exchange any security for the Employer solely by reason of the fact that the Trust Administrator, its principals, affiliates, or employees may purchase, sell or exchange such security for the account of any other client or for itself or its own accounts.

7. Risk Acknowledgment. The Trust Administrator does not guarantee the future performance of the Account or any specific level of performance, the success of any investment decision or strategy that the Trust Administrator may use, or the success of Trust Administrator’s overall management of the Account. The Employer understands that investment decisions made for the Employer’s Account by the Trust Administrator are subject to various markets, currencies, economic, political and business risks, and that those investment decisions will not always be profitable. The Employer understands that past performance does not necessarily predict future performance for the Account.

The Trust Administrator will manage only the securities, cash and other investments held in Employer’s Account and in making investment decisions for the Account, the Trust Administrator will not consider any other securities, cash or other investments owned by the Employer or any of the Plans. Neither the Trust Administrator nor its officers, directors, agents, employees, and affiliate shall be liable for any losses in the Account, or any loss, cost, indebtedness, or liabilities arising from the Trust Administrator’s management of the investments in the Account (together, “Losses”) except for any Losses that result from an act or omission of the Trust Administrator constituting a violation of law or an act or omission of the Trust Administrator constituting gross negligence, willful misfeasance, bad faith or reckless disregard of its obligations under this Agreement or as otherwise may be provided by law. The Trust Administrator is not responsible for any loss incurred by reason of any act or omission of the Employer, the custodian of the Account, a third party manager, any broker-dealer, or any other third party.

8. Term of Agreement. This Agreement will remain in effect until terminated by either party at any time by giving 90 days’ written notice to the other party of its intent to terminate.

9. Force Majeure. The Trust Administrator has no liability for any losses arising out of the delays in performing or inability to perform the services which it renders under this Agreement which result from events beyond its control, including interruption of the business activities of the Trust Administrator or other financial institutions due to acts of God, acts of governmental authority, acts of war, terrorism, civil insurrection, riots, labor difficulties, or any action or inaction of any carrier or utility, or mechanical or other malfunction.

10. Disciplinary Actions. The Trust Administrator will promptly notify the Employer if the Trust Administrator is found to have violated any state or federal securities law or regulation in any criminal action or civil suit in any state or federal court or in any disciplinary proceeding before the Securities and Exchange Commission or any other regulatory agency or department of the United States, any registered securities exchange, the Financial Industry Regulatory Authority, or any regulatory authority of any State based upon the performance of services as an investment advisor.

11. Confidentiality. The Trust Administrator will not disclose any information relating to the Plans or the Account except to authorized officers of the Employer, the Plan Administrator the Trustee and third parties retained by the Trust Administrator to perform specific services within this Agreement without the Employer’s consent. The Employer will not disclose any information relating the Trust to individuals other than authorized officers of the Employer and the Plan Administrator, or their respective designees, without the Trust Administrator’s consent, except as required by law, including but not limited to, the California Public Records Act, to which the Employer is subject.

12. Independent Contractor. The Trust Administrator, its employees, officers and representatives, will not be deemed to be employees, agents (except as to the purchase or sale of securities described in Section 1), partners, servants, and/or joint ventures of the Employer or the Account by virtue of this Agreement or any actions or services rendered under this Agreement.

13. Records. The Trust Administrator will maintain appropriate records of all its activities hereunder. The Trust Administrator will use its best efforts to provide the Employer with custodial account statements within 30 days following the end of each month showing deposits, withdrawals, purchases and sales (or maturities) of investments, earnings received during the month, and the value of assets held on the last business day of the month, all as provided for in the Trust Agreement, based on the information requested from and furnished to it by the Trustee. If Pooled Investments are utilized, Trust Administrator will provide this information when available.

14. Ownership of Reports and Documents. The Trust Administrator acknowledges that the originals of all correspondence, documents, reports and records produced in the course of providing the services pursuant to this Agreement are the property of the Employer. In the event this Agreement is terminated, the Trust Administrator agrees to provide such originals to the Employer. The Trust Administrator will not furnish copies of any such correspondence, documents reports and records to any party other than the Employer or the Plan Administrator, or their respective designees, or third parties retained by the Trust Administrator to perform services under this Agreement without the Employer’s consent. Notwithstanding the preceding provisions of this paragraph, the Trust Administrator is authorized to retain copies of any correspondence, documents, reports, and records to the extent needed to comply with applicable law, including but not limited to federal securities laws.

15. Trust Administrator’s Disclosure Statement. The Trust Administrator warrants that it has delivered to the Employer, at least 48 hours prior to the execution of this Agreement, the Trust Administrator’s current Securities and Exchange Commission Form ADV, Part II, including, without limitation, Schedule H thereto (disclosure statement). The Employer acknowledges receipt of such disclosure statement at least 48 hours prior to the execution of this Agreement.

16. Amendment. This Agreement shall not be changed, modified, terminated or discharged in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or assigns.

17. Successors and Assigns. The provisions of this Agreement are binding on the Trust Administrator and its respective successors and assigns, provided, however, that the rights and obligations of the Trust Administrator may not be assigned without the Employer’s consent.

18. Designees. In accordance with Section 1.18 of the Trust Agreement, the Employer will certify to the Trust Administrator in writing the persons or entity with the plenary authority pursuant to applicable state law over the investment and management of the Employer’s Plans or its designee (“Plan Administrator”). The Plan Administrator has the authority to act on behalf of, and to exercise any of the rights of, the Employer under this Agreement.

In accordance with Section 6.1(l) of the Trust Agreement, the Trust Administrator may designate and engage the services of such agents, representatives, advisors, counsel, accountants and other third parties, including affiliates of the Trust Administrator, and delegate its authority to perform specified services under this Agreement to such third parties. Any such designee shall have the authority to perform the services delegated to it by the Trust Administrator. Any officer of the Trust Administrator has the authority to exercise any of the rights of the Trust Administrator under this Agreement.

19. Notice. Written notices required under this Agreement will be sent by electronic mail, certified mail, overnight delivery or courier, and will be deemed given when received at the parties’ respective addresses shown below. Either party must notify the other party in writing of a change in address.

Employer’s Address:

City of Beverly Hills
455 North Rexford Drive
Beverly Hills, CA 90210
Attn: Director of Finance
Trust Administrator’s Address:

Shuster Advisory Group, LLC
225 S. Lake Ave, #600
Pasadena, CA 91101
Attn: Mark Shuster, Managing Member

20. Arbitration. The Employer understands and agrees that, to the extent permitted by law, all claims and disputes arising out of transactions or activities in connection with the Account, or construction, performance, or breach of this Agreement, will be determined by arbitrators sitting in Los Angeles, California, in accordance with the current rules then in effect of the American Arbitration Association. The arbitrators may allocate attorneys’ fees and arbitration costs between parties. In this regard, the Employer understands that: (1) Arbitration is final and binding on the parties; (2) the parties are waiving their right to seek a judicial determination in court, including the right to jury trial; (3) prearbitration discovery is generally more limited than and different from court proceedings; (4) the arbitrators’ award is not required to include factual findings or legal reasoning and any party’s right to appeal or seek modification of rulings by the arbitrators is strictly limited; (5) the panel of arbitrators will typically include a minority of arbitrators who are in the securities industry; and (6) arbitration will be conducted according to the securities arbitration rules then in effect of the American Arbitration Association.

21. Applicable Law. This Agreement will be construed, enforced and administered according to the laws of the state of California, without regard to its conflicts of law principles. In the event that either party institutes legal proceedings against the other, venue will lie in any court of competent jurisdiction in the state of California.

22. Entire Agreement. This Agreement, including exhibits and any other documents referenced herein, constitutes the entire agreement of the parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, and understandings, whether written or oral, with respect thereto.

23. Severability. If any provision of this Agreement is held by any court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Agreement will continue in full force and effect.

24. Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed will be deemed to be a complete original and all of which together will constitute one and the same Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized officers on the date set forth in the first paragraph of this Agreement.

TRUST ADMINISTRATOR
Shuster Advisory Group, LLC
By:

Its:

EMPLOYER
City of Beverly Hills
By:

Its:

Attachment 3

INVESTMENT ADVISOR AGREEMENT
MULTIPLE EMPLOYER OPEB/PENSION 115 TRUST

This agreement (“Agreement”) is entered into between Shuster Advisory Group, LLC (“SHUSTER”), a California limited liability company, and the City of Beverly Hills (“EMPLOYER”) as further identified on Appendix A., as the responsible plan fiduciary for the Plans as further identified in Appendix A, desires to engage Shuster to provide the services described in this Agreement according to the terms of this Agreement.

1. Fiduciary Authority. The account for which the Shuster is providing investment advisory service is part of a multiple employer trust intended to qualify as a tax-exempt trust of a state or political subdivision thereof for an essential governmental function within the meaning of Section 115 of the Internal Revenue Code and any regulations issued thereunder and the EMPLOYER has fiduciary authority with respect to the account for the employer.

2. Term. The term of this Agreement will commence December 6, 2022.

3. Services. SHUSTER agrees to perform the Fiduciary Services described in Appendix B.

4. Fees.
(A) The compensation, direct and indirect, of SHUSTER for the performance of the Services is described in Appendix D.

5. Fiduciary Status: Limitations on Functions. EMPLOYER acknowledges that:
(A) In performing the Fiduciary Services, SHUSTER is acting as an investment fiduciary of the Plan and as a registered investment advisor under the Investment Advisers Act of 1940. (B) In performing Fiduciary Services, SHUSTER does not act as, nor has SHUSTER agreed to assume the duties of, a trustee or the Plan Administrator, and SHUSTER has no discretion or responsibility to interpret the Plan documents, to determine eligibility or participation under the Plan, or to take any other action with respect to the management, administration or any other aspect of the Plan. (C) SHUSTER does not provide legal or tax advice.
(D) Investments are subject to various market, political, currency, economic, and business risks, and may not always be profitable. As a result, SHUSTER does not and cannot guarantee financial results. (E) SHUSTER may, by reason of performing services for other EMPLOYERs, from time to time acquire confidential information. EMPLOYER acknowledges and agrees that SHUSTER is unable to divulge to the EMPLOYER or any other party, or to act upon, any such confidential information with respect to its performance of this Agreement.
(F) SHUSTER is entitled to rely upon all information provided to SHUSTER (whether financial or otherwise) from reputable third parties or by EMPLOYER, EMPLOYER’s representatives or third-party service providers to EMPLOYER, the Plan, or SHUSTER, without independent verification. EMPLOYER agrees to promptly notify SHUSTER in writing of any material change in the financial and other information provided to SHUSTER and to promptly provide any such additional information as may be reasonably requested by SHUSTER.

(G) EMPLOYER understands that SHUSTER: (i) may perform other services for other clients, (ii) may charge a different fee for other clients, and (iii) may give advice and take action that is different for each client even when retirement plans are similar.
(H) SHUSTER has no responsibility to provide any services related to assets not included in the SHUSTER investment portfolio or purchased directly by Client. Such assets shall be referred to collectively as “Excluded Assets.” The Excluded Assets shall be disregarded in determining the Fees payable to SHUSTER pursuant to this Agreement, and the Fees shall be calculated only on the remaining assets (the “Included Assets”).

6. Representations of EMPLOYER. EMPLOYER represents and warrants as follows:
(A) It is the responsible plan fiduciary for the control and/or management of the assets of the Plan, and for the selection and monitoring of service providers for the Plan. SHUSTER is entitled to rely upon this statement until notified in writing to the contrary.
(B) The individual signing the Agreement on behalf of EMPLOYER has been authorized to do so by the EMPLOYER’s City Council.
(C) The execution of this Agreement and the performance thereof is within the scope of the investment authority authorized by the governing instrument and/or applicable laws. The signatory on behalf of EMPLOYER represents that the execution of the Agreement has been duly authorized by appropriate action and agrees to provide such supporting documentation as may be reasonably required by SHUSTER. (D) The Plan and related Trust permit payment of fees out of Plan assets. EMPLOYER has determined that the fees charged by SHUSTER are reasonable and are the obligation of the Plan; however, if EMPLOYER desires, it may pay the fees directly, rather than with Plan assets.

7. Representation of SHUSTER. SHUSTER represents as follows:
(A) SHUSTER is registered as an investment adviser (“RIA”) under the Investment Advisers Act of 1940. (B) The person signing this agreement on behalf SHUSTER has the power and authority to enter into and perform this Agreement.
(C) SHUSTER agrees to take reasonable steps to protect Private Participant Information and Plan Investment Data in its possession;
SHUSTER is not responsible for the assessment of systems and procedures of third parties for the protection of plan and participant data;
SHUSTER is not responsible for the actions by or the failure to act by EMPLOYER, by other service providers, or by Plan participants to protect Data; SHUSTER shall have no liability in the event of a Data breach or a violation of participant privacy rights (under the California Consumer Privacy Act or otherwise) unless said breach is the direct result of negligence, recklessness, or willful misconduct of an employee of SHUSTER.

8. Standard of Care. SHUSTER will perform the Fiduciary Services described in Appendix B to the Plan with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man 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 ( the “ prudent man” standard), as set forth in ERISA Section 404(a)(1)(B).

9. Termination. Either party may terminate this Agreement upon 30 days prior written notice to the other party.

Such termination will not, however, affect the liabilities or obligations of the parties arising from transactions initiated prior to such termination, and such liabilities and obligations (together with the provisions of section 8, 17, and 18) shall survive any expiration or termination of this Agreement. Upon termination, SHUSTER will have no further obligation under this Agreement to act or advise EMPLOYER with respect to services under this Agreement.

10. Receipt of Disclosure and Consent to Electronic Delivery. EMPLOYER acknowledges receipt and undertakes to review and consider the disclosures made by SHUSTER (including in this Agreement, the Form ADV Part 2 and SHUSTER Privacy Policy), in particular the portions related to services, compensation, and potential conflicts of interest, as well as the remainder of the disclosures concerning, among other matters, background information such as educational and business history, business practices such as the types of advisory services provided, the methods of securities analysis used, and the like.

Further, EMPLOYER consents to electronic delivery (via email or other generally accepted method) of current and future distributions of SHUSTER’s Form ADV Part 2 and Privacy Policy. Consent to electronic delivery may be canceled at any time by sending a written request to SHUSTER.

11. Notices. Any and all notices required or permitted under this Agreement shall be in writing and shall be sufficient in all respects if (i) delivered personally, (ii) mailed by registered or certified mail, return receipt requested and postage prepaid, or (iii) sent via a nationally recognized overnight courier service to the EMPLOYER’s address listed on Appendix A and SHUSTER’s address, 225 S. Lake Ave, Ste. 600, Pasadena, CA 91101, or such other address as any party shall have designed by notice in writing to the other party.

12. Assignability. This Agreement is not assignable by either Party hereto without the prior written consent of the other Party.

13. Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, successors, survivors, administrators and assigns.

14. Entire Understanding and Modification. This Agreement constitutes and contains the entire understanding between the parties and supersedes all prior oral or written statements dealing with the subject matter herein. This Agreement can be amended or modified by the written consent of the Parties.

15. Severability. If any one or more of the provisions of this Agreement shall, for any reason, be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Agreement and this Agreement shall be enforced as if such illegal or invalid provision had not been contained herein.

16. Headings. All headings used herein are for ease of reference only and in no way shall be construed as interpreting, decreasing or enlarging the provisions of this Agreement.

17. Applicable Law; Forum. The laws of the State of California shall govern this Agreement in all respects, including but not limited to the construction and enforcement thereof, unless otherwise preempted or superseded by federal law.

18. Arbitration Agreement. To the extent permitted by law, all controversies between EMPLOYER and SHUSTER, which may arise out of or relate to any of the services provided by SHUSTER under this Agreement, or the construction, performance or breach of this or any other Agreement between SHUSTER and EMPLOYER, whether entered into prior to, on or subsequent to the date hereof, shall be settled by binding arbitration in Pasadena, Los Angeles County, California, under the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered into any court having jurisdiction.

19. Amendment Process. The Agreement may be modified, by written agreement of both EMPLOYER and SHUSTER.

20. Waiver of Limitation. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which EMPLOYER or Plan or any other party may have under federal or state securities laws.

This Agreement constitutes both an agreement between the parties and a disclosure statement. The Parties have caused this Agreement to be executed by their duly authorized officers as of the date set forth above. This Agreement shall not be binding on SHUSTER or the EMPLOYER until each has accepted it, in writing, as indicated by their signatures below.

EMPLOYER: Shuster Advisory Group, LLC
Signature: _____________________________ Signature: ____________________________ Name: Name: Mark Shuster
Title: Title: Managing Member
Date: Date:_______________________________
*The EMPLOYER is signing this Agreement both as the employer that sponsors the Plan and as the fiduciary responsible for selecting the Plan’s investments and engaging its service providers.

APPENDIX A – EMPLOYER/PLAN SPONSOR - PLAN INFORMATION
EMPLOYER/Plan Sponsor
City of Beverly Hills
Tax ID#
95-6000678
Plan Name 1
City of Beverly Hills OPEB Trust
Account
Type of Plan
☒OPEB Plan ☐Pension Plan
☐Other:

Plan Name 2
City of Beverly Hills Pension
Stabilization Trust Account
Type of Plan
☐OPEB Plan ☒Pension Plan
☐Other:

Plan Name 3 Type of Plan
☐OPEB Plan ☐Pension Plan
☐Other:

Plan Name 4 Type of Plan
☐OPEB Plan ☐Pension Plan
☐Other:

Plan Name 5 Type of Plan
☐OPEB Plan ☐Pension Plan
☐Other:

Mailing Address
455 North Rexford Drive
City
Beverly Hills
State
CA
Zip Code
90210
Phone
310-285-1000
Email (for purposes of notice/electronic delivery)
[email protected]
Legal Address (☒Same as Mailing Address) City State Zip Code

APPENDIX B – FIDUCIARY SERVICES
SHUSTER will perform the following investment fiduciary services:

1. Development of an Investment Policy Statement (IPS). The IPS establishes the investment policies and objectives for the Plan(s) as well as the criteria and standards for selecting and monitoring the investments.

The EMPLOYER shall have the ultimate responsibility and authority to establish such policies and objectives and to adopt the investment policy statement.

2. Consistent with the Investment Policy Statement, SHUSTER will select the initial investment options within the Plan(s).

3. SHUSTER will periodically review the investments within the Plan(s) and shall be responsible for making additions/deletions thereto.

4. SHUSTER will provide quarterly investment advisory reports that document consistency of fund management and performance to the guidelines set forth in the IPS, and to make recommendations to maintain, or remove and replace investment options. Reports to include: Market Overview, In-Depth Portfolio Summary, Plan Asset Allocation Analysis and Fund Performance Comparison to the Index.

5. Meet with EMPLOYER no less than annually to discuss reports and recommendations.

6. Annually review the IPS with the EMPLOYER to ensure it continues to meet the EMPLOYER’s needs.

LIMITATIONS ON FIDUCIARY SERVICES
SHUSTER shall not be responsible or liable for the recommendations of or services rendered by anyone other than SHUSTER. The ability to perform the above services is contingent upon the rules, policies, processes, and responsiveness to our requests for information of EMPLOYER, Plan Sponsor, Custodian, and Trustee.

APPENDIX C - FEE SCHEDULE

1. SHUSTER will not receive any other compensation, direct or indirect, for its services under this agreement. If SHUSTER receives any other compensation for Services, SHUSTER will disclose the amount of such compensation, the services provided for such compensation, the payer of such compensation, and a description of SHUSTER’s arrangement with the payer to the EMPLOYER and will offset that compensation against its stated fees.

2. All fees are billed in arrears.

3. The initial fee will be the amount, prorated for the number of days included in the initial billing period from the effective payment start date.

4. If this Agreement is terminated prior to the end of a billing period, SHUSTER shall be entitled to a fee, prorated for the number of days in the billing period prior to the effective date of termination.

5. All fees will be due and payable within 30 days and are payable to “Shuster Advisory Group, LLC”

6. The annual fee for services shall be as follows:

Beginning with the effective date of this Agreement, the annual fee for service shall be 0.06% (6 basis points) per annum, charged as 0.005% monthly to all included assets in each Plan as of the date of the calculation.

Fees will be deducted from Plan assets and will be paid to SHUSTER by the Trust/Custodian for the Plan(s).

At SHUSTER’s discretion the billing period described above may be adjusted to quarterly.

B0785-0001\2745798v1.doc
Attachment 4

ADOPTION AGREEMENT

FOR THE
MULTIPLE EMPLOYER OPEB/PENSION 115 TRUST

TABLE OF CONTENTS
Page
INTRODUCTION ........................................................................................................................ 1 ARTICLE 1 EMPLOYER INFORMATION ................................................................................... 1 ARTICLE 2 PLAN INFORMATION .............................................................................................. 1 ARTICLE 3 TRUST ADMINISTRATIVE SERVICES.................................................................... 2 ARTICLE 4 INVESTMENTS ........................................................................................................ 2 ARTICLE 5 TRUST FEES AND EXPENSES .............................................................................. 2 ARTICLE 6 REPRESENTATIONS AND WARRANTIES ............................................................. 3 ARTICLE 7 STANDARD OF CARE AND INDEMNIFICATION .................................................... 3 ARTICLE 8 AMENDMENT .......................................................................................................... 4 ARTICLE 9 NO GUARANTEE OF INVESTMENT RESULTS ...................................................... 4 ARTICLE 10 ADOPTION OF TRUST .......................................................................................... 4 EXHIBIT A .............................................................................................................................. A-1 EXHIBIT B .............................................................................................................................. B-1 EXHIBIT C C-1
1 INTRODUCTION
By executing this Adoption Agreement, the Employer named in Article 1 of this Adoption Agreement hereby adopts and agrees to be bound by the terms of the Multiple Employer OPEB/Pension 115 Trust (the “Trust”), a copy of which is attached as Exhibit A. To the extent there is a conflict between this Adoption Agreement and the Trust, the Trust will control. Unless otherwise specified below, initially capitalized terms used in this Adoption Agreement are defined in the Trust.

ARTICLE 1

EMPLOYER INFORMATION

1.1 Employer’s Name, Address, and Telephone Number
(a) Name: City of Beverly Hills
(b) Address: 455 North Rexford Drive, Beverly Hills, CA 90210 (c) Telephone: 310-285-1000

1.2 Employer’s Taxpayer Identification Number: 95-6000678 ARTICLE 2

PLAN INFORMATION

2.1 Plan Names:

OPEB Plan(s): City of Beverly Hills OPEB Trust Account
Pension Plan(s): City of Beverly Hills Pension Stabilization Trust Account (Each a “Plan” and collectively, the “Plans”)

2.2 Employer-designated: Plan Administrator’s Name, Title, Address, and Telephone Number:
(a) Name: Jeff Muir
(b) Title: Director of Finance
(c) Address: 455 North Rexford Drive, Beverly Hills, CA 90210 (d) Telephone: 310-285-2423
2 ARTICLE 3

TRUST ADMINISTRATIVE SERVICES
As a condition of the Employer’s participation in the Trust, the Employer and the Trust Administrator have executed the Trust Administrative Services Agreement attached as Exhibit B.

ARTICLE 4

INVESTMENTS
The Employer hereby directs the Trust Administrator to direct the Trustee to invest the assets in the Employer’s Account in accordance with the investment strategy and any investment policy mutually agreed to by the Employer and the Trust Administrator.

ARTICLE 5

TRUST FEES AND EXPENSES

5.1 Trustees Fee will be equal to 0.02% (annual minimum fee per plan is $500 and annual maximum fee per plan is $5,000). Other fees, including Trust Administration Fees are specified in Section 2.1 of the Trust Administrative Services Agreement. Please refer to Section 2.1 of the Trust Administrative Services Agreement for further information about payment of fees and expenses.

5.2 Method of Payment. Unless the Employer otherwise elects below, the Trust Administration Fees (as defined in Section 10.01(b) of the Trust), Trustee Fees (as defined in Section 10.01(c) of the Trust), and any other reasonable fees and expenses of administering the Employer’s Account will be paid from the Employer’s Account. In lieu of payments from its Account, the Employer hereby elects to directly pay the following amounts:
 Trust Administration Fees
 Trustee Fees
 All expenses of the Employer’s Account other than fees  Other (please insert description):
____________________________________
____________________________________
____________________________________
3 ARTICLE 6

REPRESENTATIONS AND WARRANTIES

6.1 The Employer hereby represents and warrants that each of the following statements is true and correct to the best of its knowledge:
(a) The Employer is a state, a political subdivision of a state or another public agency whose income is excludable from gross income under section 115 of the Code that is established and maintained under the laws of the [State/Commonwealth] of ___California______.
(b) The Employer has established and maintains one or more Plans. The exclusive purpose of each is to provide Other Post-Employment Benefits (“OPEB”) or retirement benefits to its former employees.
(c) The exclusive purpose of the Employer’s participation in the Trust is to fund the Pension Obligation or OPEB Obligation, or both, under the Employer’s Plans. (d) The Employer’s participation in the Trust for the purpose of funding, as applicable, the Pension Obligation or OPEB Obligation, or both, under the Employer’s Plans is authorized under the laws of the [State/Commonwealth] of ____California_______.
(e) The Employer’s Plans do not permit participants to direct or otherwise exercise in any manner, whether direct or indirect, control over the investment of their accounts or benefits accrued under the Plans.
(f) The Employer has received copies, and has read and understands the terms, of the Trust.

ARTICLE 7

STANDARD OF CARE AND INDEMNIFICATION

7.1 Standard of Care. The Trustee and the Trust Administrator must discharge their duties in accordance with the standard of care set forth in Section 6.01 of the Trust.

7.2 Employer Indemnification of Trustee. The Employer, from its own funds and not from any assets of the Trust, agrees to indemnify the Trustee and each of its affiliates against, and will hold them harmless from, any and all loss, claims, liability, and expense, including cost of defense and reasonable attorneys’ fees, imposed upon or incurred at any time by any of them by reason of or in connection with the performance of the Trustee’s services under this Agreement, except to the extent such damages resulted from the Trustee’s or affiliate’s performance (or non-performance) of its duties under the Trust in a manner that constitutes gross negligence, willful misconduct or willful breach of the standard of care articulated in Section 6.01 of the Trust.

7.3 Employer Indemnification of Trust Administrator. Employer, from its own funds and not from any assets of the Trust, agrees to indemnify the Trust Administrator and each of its affiliates against, and will hold them harmless from, any and all damages imposed upon 4 or incurred by any of them by reason of, or in connection with its services under the Trust or the Trust Administrative Services Agreement, except to the extent that such damages resulted from the Trust Administrator’s or affiliate’s performance (or nonperformance) of its duties under the Trust or the Trust Administrative Services Agreement in a manner that constitutes gross negligence, willful misconduct or willful breach of the standard of care articulated in Section 6.01 of the Trust.

7.4 Trustee Indemnification of Employer. The Trustee, from its own funds and not from any assets of the Trust, agrees to indemnify the Employer and each of its affiliates (the “Employer Indemnified Parties”) against, and will hold them harmless from, any loss, claims, liability and expense, including costs of defense and reasonable attorneys’ fees, imposed upon or incurred at any time by any of the Employer Indemnified Parties by reason of or in connection with the performance or non-performance of the Trustee’s services under this Agreement in a manner that constitutes gross negligence, willful misconduct or willful breach of the standard of care articulated in Section 6.01 of the Trust.

7.5 Trust Administrator Indemnification of Employer. The Trust Administrator, from its own funds and not from any assets of the Trust, agrees to indemnify the Employer and each of its affiliates (the “Employer Indemnified Parties”) against, and will hold them harmless from, any loss, claims, liability and expense, including costs of defense and reasonable attorneys’ fees, imposed upon or incurred at any time by any of the Employer Indemnified Parties by reason of or in connection with the performance or nonperformance of the Trustee’s services under this Agreement in a manner that constitutes gross negligence, willful misconduct or willful breach of the standard of care articulated in Section 6.01 of the Trust.

ARTICLE 8

AMENDMENT
The Employer understands and agrees that the Trust may be amended from time to time by the Trust Administrator with the approval of two-thirds of the Employers then participating in the Trust.

ARTICLE 9

NO GUARANTEE OF INVESTMENT RESULTS
The Employer understands and acknowledges that investments in the Trust involve risk and that there is no guarantee of investment performance or other performance of the Trust, including but not limited to custodians, depositories, or counterparties to investment strategies of the Trust.

ARTICLE 10

ADOPTION OF TRUST
By executing this Adoption Agreement, the Employer hereby adopts and agrees to be bound by the terms of the Trust and hereby approves, ratifies and confirms the appointment of Alta Trust Company as the Trustee and Shuster Advisory Group, LLC as the Trust Administrator as of the 5 effective date of this Adoption Agreement. This Adoption Agreement and the Trust Agreement are effective on the ___ day of ____________________, 20__.

EMPLOYER ACCEPTED:

TRUST ADMINISTRATOR
Agency Name SHUSTER ADVISORY GROUP, LLC
By: By:

Its: Its:

Date: Date:

TRUSTEE

ALTA TRUST COMPANY
By:

Its:

Date:

A-1

EXHIBIT A
TRUST
B-1

EXHIBIT B

TRUST ADMINISTRATIVE SERVICES AGREEMENT
C-1

EXHIBIT C
PLAN ADMINISTRATOR: SPECIMEN SIGNATURE
Attachment 5
©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 1 of 24 OPEB/Pension Directed Benefit Custody
Agreement with Section 115 Trust
This CUSTODY AGREEMENT (the “Agreement”) is entered into by and between the trustee or plan sponsor identified on the Execution Page (the “Client”) and Charles Schwab Trust Bank (the “Custodian”). The Agreement relates to the welfare benefit plan or pension pre-funding plan (the “Plan”) identified on the Execution Page and to the account which has been established by the Custodian under this Agreement to hold the account assets transferred by the Client to the Custodian (the “Account”), if any. This Agreement is effective on the date it is accepted by the Custodian.

PURPOSE OF CUSTODIAN ACCOUNT
The Client adopted the Plan for the exclusive purpose of providing welfare benefits to certain of its employees and their beneficiaries or to pre-fund pension obligations, and defraying reasonable expenses of administering the Plan. The Plan provides that, from time to time, cash and other assets may be paid to the trustee or its designated custodian by the Client to be held and administered as a trust for the uses and purposes of the Plan.

The Client and the Custodian enter into this Agreement whereby the Client appoints Custodian as its agent to act as custodian of the cash, marketable securities, and other property acceptable to the Custodian (as described in Article 2.4) which may be contributed by Client from time to time to the Account (collectively “Account Assets”). The Custodian will have no duties or responsibilities with respect to any property other than cash, marketable securities, and other property accepted by the Custodian. Charles Schwab Trust Bank agrees to act as the Custodian of the Account according to the terms and conditions of this Agreement.

The parties agree that the Custodian will (i) establish an account to hold the account assets transferred by the Client, including any investment gains associated with those transfers or contributions to the Custodian hereunder, (ii) provide safekeeping and custody of Account Assets held in such Account, and (iii) perform the functions and duties assigned to it under this Agreement subject to the Client’s directions. The Custodian will act only at the direction of the Client or a party authorized to act on the Client’s behalf. The Custodian has no authority to take any discretionary action and does not exercise discretionary authority or control with respect to Plan assets, is not a trustee or fiduciary to the Plan and does not have any fiduciary responsibility with regard to the administration of the Plan or the management of Plan assets. The Client warrants and represents that all directions provided to the Custodian will be in conformity with the terms of the applicable Plan and related documents, including, if applicable, the trust agreement governing the establishment and operation of any trust fund required for and established with respect to the Plan (“collectively, the “Plan Documents”), and acknowledges and agrees that the Custodian shall have no liability or responsibility in this regard.

The Client warrants and represents that the transfer of custody of Accounts assets to the Custodian hereunder and the maintenance of custody by Custodian is authorized by the trustee or other appropriate fiduciary. The Client warrants and represents that the Trust is a trust established under Section 115 of the Internal Revenue Code (the “Code”) and is a tax-exempt trust. The Client warrants and represents that the Plan Documents are in full force and effect and have not been revoked, modified or amended in any way that would cause the representations made in this Agreement to be inaccurate or incorrect. The Client confirms that it is authorized to enter into this Agreement and to carry out all of its duties as described in this Agreement.
©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 2 of 24 ARTICLE 1

CONTRIBUTIONS AND DISTRIBUTIONS

1.1 Client Directions. The Client may delegate to any other person or persons any of the Client’s rights, powers or responsibilities with respect to the operation and administration of the Account. The Client will identify in a written notice to the Custodian the identity of the person(s) authorized to give directions to the Custodian on behalf of the Client. Such notice will contain specimens of the authorized signatures and will indicate the number of authorized persons required to effect Custodian action. The Custodian will be entitled to rely upon such written notice as evidence of the identity and authority of the persons appointed.

At the Custodian’s request, the Client will provide the Custodian with copies of all documents required by the Custodian at or before the time this Agreement is executed by the Client and will provide the Custodian with all other documents amending or supplementing such documents promptly upon their adoption. At the Custodian’s request, the Client will provide the Custodian with copies of all agreements with all agents, including any investment advisors, appointed by the Client (each an “Investment Advisor”), Trust Administrator, or the Plan Administrator and all other documents amending or supplementing such agreements.

Directions from the Client to the Custodian will be in writing and signed by the Client or persons authorized by the Client or may be made by any other method acceptable to the Custodian.

1.2 Contributions. The Client will deliver contributions or transfers required by the Plan Documents to the Custodian for inclusion in the Account. All contributions or transfers will be received by the Custodian in cash or in other property (including insurance policies) acceptable to the Custodian (as described in Article

2.4). The Account will consist of the contributions and transfers received by the Custodian, together with the income on and increment in such assets. The Custodian will manage and administer the Account without distinction between principal and income.

The Custodian has no responsibility to (i) monitor or enforce contributions required or permitted by the Plan Documents, (ii) compute the required amount of such contributions, (iii) determine whether the Account is sufficient to provide benefits described in the Plan Documents, or (iv) determine whether contributions actually made comply with the Plan Documents, the governing Plan documents, the Code or the regulations under the Code. Contributions normally will be made by wire transfer of cash or by check, or in the form of property acceptable to the Custodian.

1.3 Collection of Income and Principal. The Custodian will collect the income when paid on Account Assets and principal of Account Assets when paid on maturity, redemption, sale or otherwise and invest it as directed in accordance with Articles 2 and 3. The Custodian will make reasonable efforts to diligently collect income and principal of which the Custodian has received actual notice in accordance with normal industry practices. The Custodian will be under no duty to take any action to effect collection of any amounts with respect to which payment is in default,
©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 3 of 24 or if payment is refused after due demand. The Custodian will notify the Client or the investment advisor appointed in accordance with Article 2.3 (an “Investment Advisor”) of any default or refusal to pay.

1.4 Payments and Distributions. At the written direction of the Client or its delegate the Custodian will from time to time make distributions or transfers from the Account as specified in such directions, including distributions for the payment of reasonable Plan expenses. The Custodian will comply with the Client’s instruction and will have no responsibility or liability for making any distribution or transfer directed by the Client or its delegate and will be under no duty to inquire whether directions from the Client or its delegate conform to Plan provisions, the Code or regulations under the Code..

The Client will furnish to the Custodian all information necessary to enable Custodian to withhold from each distribution the amount necessary to pay Federal and state income taxes due. If the Client fails to provide adequate tax withholding information, the Custodian will have no obligation to withhold any amount to cover the payment of such taxes. However, the Custodian may, in its sole discretion, and to the extent required under applicable law, withhold from any distribution to any payee such sum as the Custodian may reasonably estimate is necessary to cover required Federal and state taxes which are, or may be, assessed with regard to the amount distributable to such payee. Upon the discharge or settlement of such tax liability the Custodian will pay the balance of such sum, if any, to such payee.

If the Client directs that any payment or payments be made or discontinued contingent upon future events, it will be the responsibility of the Client to notify the Custodian in writing that such event has occurred, that such payments should be made or discontinued, and that any payments made by the Custodian prior to the date of such notification will, as to the Custodian, be proper payments.

Payments by the Custodian will be delivered or mailed to addresses supplied by the Client, or if the Client does not provide an address, to the recipient in care of the Client. The Custodian’s obligation to make such payments will be satisfied upon such delivery or mailing. The Custodian will have no obligation to determine the identity of persons entitled to benefits or their mailing addresses. If the payment made to a participant or beneficiary is returned to the Custodian, or if the payment is not perfected within such time limits as the Custodian in its sole discretion may determine from time to time, the Custodian will inform the Client or its authorized agent acting on its behalf. It will be the responsibility of the Client or such authorized agent acting on its behalf to instruct the Custodian on the proper disposition of the payment under the terms of the Plan, and the Custodian will have no obligation to take any further action with respect to such payment absent such instructions.

1.5 Custodian’s Reliance on Client’s Directions. The Custodian shall rely upon directions from the Client in making payments from the Account, including payments made to satisfy taxes due. The Custodian will have no liability for payments made, or for failure to make payments, or for discontinuing payments, on the direction of the Client. The Custodian will have no liability for failure to make payments from the Account in the absence of written directions from the Client, or its delegate.

The Custodian may request instructions from the Client and will have no duty to act or liability for failure to act if such instructions are not forthcoming from the Client. ©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 4 of 24

1.6 Disputed Payments. If any controversy or disagreement arises regarding any payment from the Account or the person(s) to whom payment or delivery of any asset should be made by the Custodian, the Custodian may retain the assets involved without liability pending settlement of the controversy or disagreement and/or require that such controversy or disagreement be adjudicated pursuant to arbitration as provided in Article 9.3. The Custodian will not be liable for the payment of any interest or income on such assets that it retains pursuant to the instruction of an arbitrator. The Custodian may consult its legal counsel or legal counsel of the Client and will be protected to the extent permitted by law in acting upon advice of counsel.

ARTICLE 2

RESPONSIBILITY AND INDEMNIFICATION

2.1 Client Direction of Investments. Except to the extent the Client informs the Custodian that investment responsibility has been delegated to one or more Investment Advisors in accordance with Article 2.3, the Client warrants and represents that it has full authority and responsibility to direct the Custodian regarding the investment and reinvestment of the Account.

The Custodian will comply with written directions of the Client or Investment Advisor(s) concerning the assets of the Account. The Client will not issue any direction to the Custodian that would violate the terms of the Plan and Trust, or be prohibited by the Code, and/or any other applicable law, rules and regulations. Except as otherwise provided in this Agreement the Custodian will have no duty or responsibility to review, initiate action, or make recommendations regarding Account assets and will retain assets until directed in writing by the Client or its delegate to dispose of them.

2.2 Status of Client and Custodian. The responsibilities of the Custodian will at all times be limited to those expressly set forth in this Agreement. Each of the Custodian, the Client and any person who is delegated with authority to on behalf of either with respect to this Agreement will be responsible solely for its own acts and will have no responsibility for the acts or omissions of any other person.

2.3 Investment Advisor Direction of Investments. The Administrator may appoint one or more investment advisors within the meaning of Section 3(38) of ERISA (each, an “Investment Advisor”) to direct, control or manage the investment of all or a portion of the Account assets, as provided in Sections 3(38) and 403(a)(2) of ERISA , such assets to be held either in an account directly held by the Custodian or in a managed account portfolio established by the Custodian, at the direction of the Client, and held by a sub-custodian or brokerdealer (each, a “Sub-Custodian”) appointed by the Custodian in its sole discretion. The Client may remove an Investment Advisor and may appoint a replacement Investment Advisor. The Client will promptly notify the Custodian in writing of the appointment or removal of each Investment Advisor and/or of the establishment of a managed account portfolio. The Custodian acknowledges that it will have responsibility for ©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 5 of 24 notifying any applicable Sub- Custodian of the revocation of the investment responsibility held by an Investment Advisor, the appointment of a successor Investment Advisor, and/or the termination of a managed account portfolio. Any notification from the Client confirming the appointment of an Investment Advisor or the establishment of a managed account portfolio to be held by a Sub- Custodian will include a designation of those assets and/or managed account portfolios over which the Investment Advisor will exercise control.

The Client will cause the Investment Advisor to acknowledge to the Custodian in writing that the Investment Advisor is registered as an investment advisor under the Investment Advisors Act of 1940 with respect to the performance of its duties in connection with the Plan and is an investment advisor as that term is defined by the Section 3(38) of ERISA and, as such, is a fiduciary with respect to the Plan. If the foregoing conditions are met, the Investment Advisor will have the power to manage, acquire, or dispose of any Account assets, or any account portfolio holding any Account assets, designated as subject to such Investment Advisor’s control.

The Custodian will not be liable for acts or omissions of the Investment Advisor, or be under any obligation to invest or otherwise manage any asset of the Account, or any account portfolio holding any asset of the Account, that is subject to the management of such Investment Advisor.

The Custodian and/or any Sub-Custodian will act only upon receipt of written directions from the duly appointed Investment Advisor or by any other method acceptable to the Custodian. The Custodian will have no liability to review or question any such directions.

The Client acknowledges and agrees that the establishment of a managed account portfolio to be held by a Sub-Custodian appointed by the Custodian as described herein is subject to additional fees as set forth in Article 6.2 and the applicable fee schedules defined therein.

2.4 Acceptable Investments. Depending on the Custodian’s ability to support and administer the asset, the Custodian’s powers and duties over the asset, the type of account, the business risk, and other factors, the Custodian will accept assets for acquisition or holding in the Account. The Client or its delegate directing such investments (the “Directing Party”) shall be solely responsible for determining whether the investment is appropriate, prudent and permissible under the Code, and any other applicable law, rules, and regulations, whether the investment is permissible under the terms of the Plan Documents; the economic viability of the underwriter, and diversification of Account assets The Custodian does not exercise investment management powers over the Account, or determine whether a particular investment decision made by the Client or its delegate fits the investment objectives of the Account or is otherwise appropriate for the Account.

Subject to the foregoing subjective criteria, and to other policies and procedures that may be issued by the Custodian from time to time, the following types of assets are ordinarily acceptable in the Account:
(a) Cash.
(b) Publicly traded stock listed on a U.S. stock exchange or regularly quoted over-the- counter. (c) Publicly traded bonds listed on a U.S. bond exchange or regularly quoted over-the- counter. ©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 6 of 24 (d) Mutual funds available through the Custodian, including those made available through the Charles Schwab & Co., Inc. (“Broker/Dealer”) Mutual Fund Marketplace. (e) Registered limited partnership interests, REITs and similar investments listed on a U.S. stock exchange or regularly quoted over-the-counter. (f) Commercial paper, bankers acceptances eligible for rediscounting at the Federal Reserve, repurchase and reverse repurchase agreements and other “money market” instruments for which trading and custodial facilities are readily available.
(g) U.S. Government and U.S. Government Agency issues.
(h) Municipal securities whose bid and asked values are readily available. (i) Federally insured savings accounts, certificates of deposit and bank investment contracts. The Directing Party is responsible for determining Federal insurance coverage and limits and for diversifying Account assets in accordance with those limits.
(j) American depository receipts, eurobonds and similar instruments listed on a U.S. exchange or regularly quoted domestically over-the-counter for which trading and custodial facilities are readily available. (k) Life insurance, annuities, and guaranteed investment contracts issued by insurance companies licensed to do business in one or more states in the U.S.

Notwithstanding the above, the Client understands that in certain circumstances a particular investment may be determined by the Custodian to be unacceptable, even though it would be acceptable in other instances.

Subject to the Custodian’s administrative capabilities and its sole determination of the business risk involved in holding the particular asset in question, a direction to invest the Account in the following types of assets may be acceptable:
(a) Unregistered limited partnerships.
(b) Other unregistered securities, closely held stock and other securities for which there is no readily available market.
(c) Loans secured by first deeds of trust.
(d) Other secured loans.
(e) The securities of The Charles Schwab Corporation (the “Public Company”), its affiliates and subsidiaries. These securities may be subject to legal and regulatory prohibitions or restrictions. (f) Foreign securities for which trading and custodial facilities are readily available. ©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 7 of 24 (g) Covered put and call options (if held in self-directed brokerage accounts and authorized by the Administrator or its delegate).

Certain of the above types of assets are not publicly traded, and original and/or current cost basis and periodic valuations may not be readily available. For such assets (each a “Non- Standard Asset”) accepted by the Custodian for acquisition or holding in the Account, the Client acknowledges and agrees:
(a) To consult with competent tax, accounting, and/or legal counsel with respect to the requirements applicable to periodic valuations of such assets and to comply with such requirements, in particular as these impact the Client’s provision of directions to the Custodian with respect to such valuations. (b) To provide the Custodian with directions with respect to the use of original and/or current cost basis with respect to each Non-Standard Asset, whenever such direction is requested by the Custodian or its affiliate, including but not limited to the time of transfer of such assets to the Account. (c) To provide the Custodian with appropriate directions regarding the valuation of each NonStandard asset in accordance with Article 4.3 herein. (d) In the event that unrelated business taxable income (“UBTI”) is generated with respect to any Non-Standard Asset, to provide full and accurate information with respect to such UBTI as is necessary for the reporting of such UBTI. Should any applicable UBTI information not be provided to the Custodian, the Client acknowledges that the Custodian shall not have any responsibility or liability for, and shall not make any federal tax reports or filings that require, the reporting or inclusion of this information. (e) To the extent that any legal documents required to effectuate the acquisition or holding of any Non-Standard Asset requires execution by a third party, the Client agrees to provide such properly executed documents to the Custodian upon request within a reasonable timeframe prior to the transaction.

The Client understands that the Custodian reserves the right to refuse to purchase or hold any particular issue or asset described herein, including Non-Standard Assets. The Client acknowledges and agrees that the purchase and holding of any such assets may be subject to additional fees as set forth in the Custodian’s Fee Schedule. In addition, notwithstanding any general indemnity given elsewhere, the Custodian reserves the right to seek specific indemnity from the Client or other appropriate parties where the Custodian determines in its sole discretion that the acquisition or holding of a particular asset or class of asset involves unusual business risk.

2.5 Unacceptable Investments. The following assets are unacceptable in the Account:
(a) General partnerships or undivided interests in real property. (b) Tangible personal property (e.g., precious metals, gems, works of art, stamps, coins, furniture and other household items, motor vehicles, etc.).
(c) Real estate.
©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 8 of 24 (d) Foreign currency and bank accounts.
(e) Short sales.
(f) Commodity futures and forward contracts.
(g) Oil, gas and mineral interests.
(h) Intangible personal property (e.g., patents and rights). (i) Unsecured loans.
(j) Collective trust funds, or “group trusts,” that are qualified under Revenue Ruling 81- 100.

2.6 Limitation on Liability. The Custodian will not be liable in any way for any loss resulting from a cause over which it does not have direct control and with respect to which it cannot make reasonable arrangements to mitigate, including, but not limited to, any failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems or unauthorized access, strikes or other labor disputes, acts of God, fire, war or civil strife.

2.7 Indemnification. Custodian will not be liable for any act or failure to act carried out in good faith reliance on any representation of Client or its delegate. The Client and the Plan will, individually and collectively, indemnify and hold harmless the Custodian and its officers, employees, affiliates and agents from and against all liabilities, losses, or expenses (including reasonable attorney’s fees and costs of defense) arising out of:
(a) Any action or inaction by the Custodian in accordance with the written directions (or the absence of such directions) from any party not related to or retained by the Custodian (a “Directing Party”); (b) Any action or inaction by the Custodian that results from the Custodian’s reliance on the action or inaction of a Directing Party, including any such action related to directions to invest Account Assets or otherwise deal with Account Assets;
(c) With respect to a direction to invest in Non-Standard Assets:
(i) The Client’s inability to invest, re-invest, liquidate or collect income received with respect to such Non-Standard Assets;
(ii) The Custodian’s use of any cost basis, unit or share, UBTI, and/or valuation information provided to it in accordance with its acceptance of such Non-Standard Assets or the Client’s directions to the Custodian regarding such information, including, but not limited to: (1) use of a prior annual valuation amount where a subsequent valuation amount has not yet been obtained or for which directions from the Client have not yet been provided to the Custodian; (2) the Client provision of an improper or incorrect valuation amount to the Custodian, (3) the failure of the Client to provide a valuation direction to the Custodians; or
©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 9 of 24 (iii) The investment, reinvestment, reporting, disclosure, liquidation and distribution under the Plan of and with respect to participant and beneficiary benefits based on such cost basis, unit or share, UBTI, and/or valuation information;
(d) The Custodian’s execution of its duties under this Agreement in good faith, except in the event of the Custodian’s breach of its duties under this Agreement due to its own negligence or willful misconduct; (e) The acts or omissions to act with respect to the Account by a Directing Party; (f) any violation by a Directing Party of the terms of the Plan and related documents.

For purposes of this Article, “affiliate” shall mean any member of a controlled group of corporations or a group of trades or businesses under common control, within the meaning of Sections 414(b) and (c) of the Code, of which the Custodian is a member.

Expenses incurred by the Custodian that are subject to indemnification under this Agreement will be paid by the Client upon the Custodian’s request, provided that the Client may delay payment of any amount in dispute until such dispute is resolved according to the provisions of Article 9.3 of the Agreement. Such resolution may include the award of interest on unpaid amounts determined to be payable to the Custodian under this Article.

With respect to any Plan covered under Section 501(c)(9) of the Code, if the trust ceases to be a tax-exempt trust under such Section, the Client will indemnify the Custodian for any Federal or state taxes which the Custodian is required to pay as a result of any distribution made at the direction of the Client. Each party must notify the other promptly in the event that a claim has been made and/or suit has been brought which could give rise to rights under this Article.

All indemnities provided herein will survive termination of this Agreement.

2.8 Indemnification. If the Client incurs any liability, loss, or expense (including attorney’s fees) resulting from the Custodian’s gross negligence or willful misconduct in the performance of its services under this Agreement, then the Custodian will indemnify and hold harmless the Client and its officers, employees, and agents from and against all such liability, loss, or expense (including attorney’s fees), except to the extent such liability, loss, or expense arises from the Client’s gross negligence or willful misconduct.

Liabilities, losses, or expenses incurred by the Client that are subject to indemnification under this Agreement will be paid by the Custodian upon the Client’s request, provided that the Custodian may delay payment of any amount in dispute until such dispute is resolved according to the provisions of Article 9.3 of the Agreement. Such resolution may include the award of interest on unpaid amounts determined to be payable to the Client under this Article.

This Article 2.8 will survive termination of this Agreement. ©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 10 of 24 ARTICLE 3

CUSTODY INVESTMENTS AND CUSTODIAN POWERS

3.1 Powers of the Custodian. The Custodian will not have any discretion or authority with regard to the investment of the Account, but must act solely as a custodian of the funds contributed to it. As a custodian, the Custodian is authorized and empowered, by way of limitation, with the following powers, rights and duties, each of which the Custodian exercises solely in accordance with the written direction of the Client, its delegate or a properly appointed Investment Manager (as described in Article 2.3):
(a) To hold Account Assets in the name of its nominee
(b) To invest and reinvest Account Assets at the direction of the Client and the Investment Manager.
law.
(c) To deposit in a securities depository any securities in accordance with applicable (d) To settle securities transactions through an institutional delivery system, either traded and settled directly in the Account or placed by the Investment Advisor for execution at the Broker/Dealer or another broker dealer and settled in the Account.
(e) To execute any declarations, endorsements, assignments, stock or bond powers, affidavits, certificates of ownership or other documents required (i) to effect the sale, transfer, or other disposition of Account Assets, (ii) to obtain payment with respect to Account Assets, or (iii) to take any other action required with respect to Account Assets, and in the Custodian’s own name to guarantee as the Client’s or the Investment Advisor’s signature any signature so affixed. (f) Where direction from the Client is not possible, to exercise such authority as is permitted to custodians under applicable law in order to carry out its responsibilities under this Agreement. (g) To employ suitable agents as will be necessary and appropriate as determined by the Custodian in Custodian’s sole discretion to enable Custodian to fulfill its responsibilities under this Agreement.

3.2 Insurance Contracts/Pooled Investment Vehicles. The Client may direct the Custodian to invest Account assets in a pooled investment vehicle funded by contracts issued by an insurance Client qualified to do business in a state (within the meaning of ERISA Section 3(10)) including, without limitation, group annuity and guaranteed investment contracts. Any such contract may provide for the allocation of amounts received by the insurance Client to its general account, one or more of its separate accounts (including pooled separate accounts), or both. To the extent Account assets are allocated to a separate account of an insurance Client, the Client will appoint the insurance Client as an investment manager as provided in Article 2.3 above.

Notwithstanding any other provision of the Agreement, the terms of the contract(s) governing the separate account(s) in which the Account is invested will govern the investment responsibilities and powers of the insurance Client and, to the extent required by law, the terms of such contract(s) will be incorporated into the Agreement.

To the extent permitted by the Plan, the Client may direct the Custodian to apply for and purchase individual life insurance or annuity contracts (collectively referred to herein as “contracts”) from an insurance Client, subject to the following provisions:
(a) The Client will be responsible for ensuring that the purchases conform to the requirements of ©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 11 of 24 the Plan and any rules and policies established by the Client regarding the form, value, optional settlement methods and other provisions of the Contracts. The Custodian will not be responsible for the validity or proper execution of any Contract delivered to it, or any act of any person that renders the Contract void or voidable. The Custodian will not be responsible if the Contract held in the Account fails to meet the requirements of the Plan, and will have no duty to inform participants of the terms and conditions of any such Contract.
(b) The Client will instruct the Insurer to notify the Administrator of all premiums ©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 12 of 24 becoming due under the Contracts. The Client will deliver all premium notices to the Custodian, together with a direction to the Custodian to liquidate assets and pay the premiums out of the Account. The Custodian will have no responsibility for paying the premium unless the Client provides the Custodian written instructions to do so and sufficient liquid Account assets are available for that purpose. (c) The Client will cause the Plan to be designated as the sole owner of all Contracts. The Custodian will exercise its powers, rights, privileges, options and other incidents of ownership with respect to the Contracts only at the written direction of the Client. The Client will be responsible for informing the Custodian of the identity of all beneficiaries of any Contract.
(d) Unless otherwise provided for herein, the Client hereby instructs the Custodian to value every Contract held in the Account at $1.00.

3.3 Proxies, Corporate Literature, Shareholder Information. The Custodian will forward all proxies and accompanying material, notices and forms related to class action lawsuits, and other information provided to and received by the Custodian that have been issued by any company, the securities of which are held in the Account, to the Client, to an alternative party directed by the Client to receive such information. The Custodian will be under no duty to determine how, or if, proxies are received or voted, how or if the Account will participate in or respond to class action notices, or how or if to respond to any other such notices or materials received by the Client or any other party. Furthermore, the Custodian will be under no obligation to forward, retain or act upon any other corporate material received by the Account except to the extent required by law.

3.4 Products of an Affiliate. At the direction of the Client or its delegate, the Custodian may purchase shares of regulated investment companies (or other investment vehicles) advised by the Public Company, the Broker/Dealer, the Custodian or any affiliate or subsidiary of any of them (“Affiliated Funds”), except as prohibited by law or regulation.

Notwithstanding any other provision in this Agreement to the contrary, uninvested cash pending investment or disbursement held in an account established under this Agreement may be invested in Affiliated Funds or in a in a liquid savings deposit account to earn interest designated by the person or entity authorized hereunder for that purpose. To the extent the Custodian is instructed to deposit uninvested cash in a deposit account, such deposits shall be made to a deposit account is maintained in the banking division of Charles Schwab Trust Bank which is insured by the Federal Deposit Insurance Corporation (“FDIC”). Upon direction to deposit such uninvested cash in a deposit account, the Custodian will automatically deposit uninvested cash deposited to, or withdrawn from, a deposit account maintained in the banking division of Charles Schwab Trust Bank pursuant to the applicable terms of the Disclosure Statement in effect from time to time. The Custodian’s obligations to invest cash in an Affiliated Fund or in a deposit account shall be limited to the terms of the Disclosure Statement in effect from time to time as directed by the person or entity authorized to provide such directions under this Agreement. Charles Schwab Trust Bank shall provide the Client a current copy of the Disclosure Statement upon request.

Affiliated Funds may not be purchased or held by the Account unless the Client has received disclosure concerning the Public Company’s, the Broker/Dealer’s, the Custodian’s and/or their affiliate’s and subsidiary’s relationship to the Funds. Such disclosure must include an explanation of any fees paid to the Public Company, the Broker/Dealer, the Custodian and/or their affiliates and ©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 13 of 24 subsidiaries.

3.5 Overdrafts. Notwithstanding any other provision in this Agreement to the contrary, the Custodian will have the right, but not the responsibility to clear, or cover overdrafts incurred by the Account. In order to fulfill its obligation to clear Account overdrafts, the Custodian will request the Client, or its delegate, to direct the Custodian to sell specific Account assets in an amount sufficient to cover the overdraft. If the Custodian does not receive the requested direction before the close of business on the day of its request, Custodian will have the right but not the responsibility to sell Account assets in an amount necessary to cover the overdraft.

In the event the Custodian determines to sell Account assets in order to cover the overdraft, the Custodian will first liquidate any available money market funds held by the Account, and to the extent such amounts are not sufficient to cover the overdraft, Custodian will liquidate other classes of Account assets in the following order until sufficient funds are generated to cover the overdraft:
(1) Capital preservation funds.
(2) Bond investment funds.
(3) Balanced investment funds.
(4) Stock investment funds.
(5) Equities and other securities.

3.6 Multiple Accounts and Custodians. If the Plan permits the appointment of multiple trustees and/or custodians and the establishment of separate accounts to hold Plan assets, the Client may appoint trustees and/or custodians in addition to the Custodian and establish accounts in addition to the Account to hold Plan assets. The Custodian under this Agreement will have no duty, responsibility or liability for Plan assets held in these other accounts by other trustees or custodians, except as required by applicable law.

Pooling with Assets of Other Plans. If the Client creates or maintains for its employees or the employees of an affiliated Client one or more welfare benefit plans that are tax- exempt under Code Section 501(c)(9) in addition to the Plan, the Client may request the Custodian to hold the assets of the additional plan or plans in the Account. With the consent of the Custodian, the assets of the one or more additional plan(s) maintained by the Client may be maintained as one Account, and their assets may be commingled.

The Client will keep records showing the interest of the Plan and each additional Plan in the Account unless the Client enters into an agreement with the Custodian to keep separate accounts for each such Plan. The Client will not permit or cause the assets of one Plan within the Account to be used to pay benefits or administrative expenses of any other Plan within the Account.

3.7 No Duty to Inquire. All persons dealing with the Custodian are released from inquiring into the decision or authority of the Custodian and from seeing to the proper application of any monies paid or securities or other property delivered to the Custodian.

3.8 No Duty to Investigate. The Custodian will bear no liability for acting upon any instruction or document reasonably believed by it to be genuine and to be presented or signed by a party duly authorized to do so, and the Custodian will be under no duty to make any investigation or inquiry about the ©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 14 of 24 correctness of such instruction or document.

3.9 Advice of Counsel. The Custodian’s reliance on its legal counsel’s opinion with respect to any question or matter arising hereunder will be evidence that the Custodian was acting in good faith.

3.10 Capital Preservation Vehicle. The banking department of the Custodian offers access to a money market deposit product described in 12 C.F.R. Section 204.2(d)(2) (referred to as “Schwab Bank Savings”). To the extent the Client or another authorized fiduciary, including an Investment Advisor, desires to add Schwab Bank Savings as an option under the Plan, the Client or such other authorized fiduciary will instruct the Custodian to establish a deposit account with the banking department of Charles Schwab Trust Bank to provide access to Schwab Bank Savings. In such event, the Client or other authorized fiduciary, shall instruct the Custodian to establish a Schwab Bank Savings account for the Plan with Charles Schwab Trust Bank as the depository institution. If Schwab Bank Savings is added as an investment option under the Plan, the Client or other authorized fiduciary shall through its written instruction to the Custodian acknowledge receipt of and agreement to the current terms and conditions governing Schwab Bank Savings, the disclosures containing information on Schwab Bank Savings, the manner in which interest rates on Schwab Bank Savings accounts will be determined, and terms governing the frequency of interest rate changes. The Client or other authorized fiduciary will independently determine that the interest rates offered under Schwab Bank Savings and Charles Schwab Trust Bank’s interest rate determination and modification process is, in all respects, reasonable. The Client or other authorized fiduciary has the sole responsibility to determine that such interest rates are reasonable and also has the responsibility to determine that the use of Schwab Bank Savings is both prudent and proper in the context of its overall responsibility to establish investment options under the Plan.

The Client or other authorized fiduciary has the sole responsibility to monitor the reasonableness of interest rates payable on Schwab Bank Savings, including all prospective interest rate changes. The Client or other authorized fiduciary shall notify the Custodian if it determines that such rates are no longer reasonable.

ARTICLE 4

SETTLEMENT OF ACCOUNTS

4.1 Accounting Records. The Custodian will maintain accurate and detailed records of all investments, receipts, disbursements, and other transactions related to the Account. The records will be available for inspection and audit at all reasonable times by the Client or its authorized representatives.

4.2 Custodian Reports.
(a) Within sixty (60) days following the close of the Calendar Quarter and Plan’s fiscal year or the close of any other period as may be agreed upon by the Custodian and the Client, the Custodian will file with the Client a written accounting of the Account (the “Custody Account Statement”) setting forth a description of all securities and other property purchased and sold, all receipts, disbursements, and other transactions affected by it during that fiscal year or other designated period, and listing the securities and other property held by the Custodian at the end of such fiscal year or other designated period, together with their then fair market values.
(b) The Client may approve the Custody Account Statement by written notice of ©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 15 of 24 approval delivered to the Custodian or by failure to deliver to the Custodian express objections to the Custody Account Statement in writing within sixty (60) days from the date upon which the Custody Account Statement was mailed or otherwise delivered to the Administrator. (c) The Custody Account Statement will be deemed approved upon receipt by the Custodian of the Client’s written approval of the Custody Account Statement or upon the passage of the sixty day period of time, except for any matters covered by written objections that have been delivered to the Custodian by the Client and for which the Custodian has not given an explanation or made an adjustment satisfactory to the Client.
(d) If the Custody Account Statement is not settled as provided above, the Custodian or the Client will have the right to submit such controversy or disagreement to arbitration pursuant to Article 9.3, at the expense of the Account for a settlement of the accounting. Any determination by the arbitrator entered in such proceeding will be conclusive on all persons interested in the Account.

4.3 Valuation. Notwithstanding any other provision of this Article 4, unless the Custodian is able to obtain the value of the Account Assets, including any Non-Standard Assets held by the Account, from readily available public sources, as of each annual valuation date assigned by the Client, the Client will direct the Custodian with respect to the current fair market value of the Account Assets within the time frame requested by the Custodian, and the Custodian will, in accordance with such valuation, account for such assets and include such information in reports pursuant to Article 4.2 of this Agreement. In the event the Client fails to provide such direction, the Client directs the Custodian to engage an independent appraiser that meets the requirements of Code Section 401(a)(28)(C) to determine the current fair market value of the Account Assets. Any expenses and costs with respect to such appraisal will be paid out of the Account or, at the option of the Client, by the Client.

The Client acknowledges and agrees that in the event that any Account Assets, including Non- Standard Assets, are transferred from an account held by a prior trustee or custodian to the Account, (whether from the Broker/Dealer or an unrelated financial provider):
(1) if such assets are valued at zero, the Custodian shall use such zero valuation for such assets for all plan purposes until such time as the Client provides the Custodian with a replacement valuation or, at the Client’s direction, the Custodian obtains such a replacement valuation. (2) if the Client does not provide the Custodian with a subsequent valuation direction or such subsequent valuation direction is not timely provided by the Client, the Custodian shall use the last valuation direction previously provided by the Client to the Custodian for all Plan purposes.

The Client further acknowledges and agrees that in no event will the Custodian be responsible for use of an updated valuation amount prior to actual receipt by the Custodian of such updated valuation information. In the event that an updated valuation amount is provided by the Client as a result of an error or inaccuracy in a prior valuation direction, the Client shall compensate the Custodian based on its standard hourly rates for Extraordinary Services attributed to work that must be corrected, as defined in the Fee Schedules referenced in Article 6.2 herein.
©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 16 of 24 The Client, and not the Custodian, will be responsible and liable for the determination of whether the valuation completed and the valuation method used to value assets before their transfer or contribution to the Custodian are acceptable and have been conducted in accordance with applicable legal and regulatory requirements. The Custodian will not be liable for an inaccurate valuation by a party other than the Custodian and shall have no duty of investigation or inquiry with respect thereto, and the Client shall indemnify, release and hold the Custodian harmless for any losses, liabilities, claims and expenses (including attorney’s fees and costs of defense) resulting from such inaccurate valuations.

ARTICLE 5

SERVICES BY AND BROKERAGE TRANSACTED THROUGH AFFILIATED ORGANIZATIONS

5.1 Services by the Affiliated Organizations. The Custodian may contract or make other arrangements for the provision of services to the Account with any organizations affiliated with or subsidiaries of the Custodian, including the Public Company and the Broker/Dealer, their respective affiliates and subsidiaries, successors and assigns, except where such arrangements are prohibited by law or regulation.

5.2 Brokerage. The Custodian is authorized to place securities orders, settle securities trades, hold securities in custody, and perform related activities on behalf of the Custody Account through or by the Broker/Dealer whenever possible unless the Client specifically directs Custodian to settle a trade directly with another broker/dealer or to settle a trade placed by the Investment Advisor for execution at another broker/dealer.

Trades and related activities transacted through the Broker/Dealer or another broker/dealer, initiated by either Custodian or the Investment Advisor, are subject to fees and commissions established by the Broker/Dealer or other broker/dealer, which may be paid from the Custody Account or netted from the proceeds of trades. Transactions executed by the Broker/Dealer or other broker/dealer are subject to the applicable account agreement, trading rules and policies as modified or amended from time to time, together with the applicable rules, regulations, customs and usage of any exchange, market, clearing house or selfregulatory organization and applicable federal and state laws, rules and regulations. Trades may not be executed through the Broker/Dealer or other broker/dealer unless the Client has received disclosure concerning the relationship of the Broker/Dealer or other broker/dealer to Custodian, and fees and commissions which may be paid to the Public Company, the Broker/ Dealer, Custodian and/or their affiliates or subsidiaries as a result of using the execution or other services of the Broker/Dealer or other broker/dealer.

5.3 Mutual Funds and Uninvested Cash. The Client or its authorized delegate may direct purchases of shares of regulated investment companies (or other investment vehicles) advised by affiliates of the Public Company, the Broker/Dealer or the Custodian unless such investment is forbidden by law or regulation.

Uninvested cash of the Custody Account will be invested as defined in this Agreement unless the Client or the Investment Advisor specifically instructs the use of another fund or account, except where forbidden by law or regulation.

5.4 Disclosure of Information. The Custodian is authorized to disclose such information as is necessary to the operation and administration of the Trust to the Public Company or any of its affiliates, and to such other persons or organizations that the Custodian determines have a legitimate business purpose for obtaining such information.

The Custodian is authorized to disclose upon request to companies whose securities are held in the Account:
(1) the Client’s and/or the Investment Advisor’s name and address and (2) the ©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 17 of 24 holdings in the Account of securities issued by the requesting Client.

ARTICLE 6

TAXES, EXPENSES AND COMPENSATION OF CUSTODIAN

6.1 Taxes. The Custodian will notify the Client of any tax levied upon or assessed against the Account of which the Custodian has knowledge. The notice must be in writing and provided within 10 days after the Custodian’s receipt of the levy. If the Custodian receives no instructions from the Client within 30 days after such notice is provided (or, if earlier, the dealine for paying the levy), the Custodian may pay the tax from the Account. If the Client wishes to contest the tax assessment, it will give appropriate written instructions to the Custodian. The Custodian will not be required to bring any legal actions or proceedings to contest the validity of any tax assessments unless the Custodian has been indemnified to its satisfaction against loss or expense related to such actions or proceedings, including reasonable attorney’s fees.

6.2 Custodian Compensation and Expenses. The Client, Trust Administrator, or any recordkeeper retained by the Client to provide administrative services with respect to the Plan (“Recordkeeper”) will quarterly remit to the Custodian the expenses of the Custodian in administering the Account and reasonable compensation for its services as Custodian.

Such expenses and compensation are paid to the Custodian and its affiliates as set forth in the Custodian’s Fee Schedule (where such expenses and compensation are paid by the Client) and in the applicable agreement between a Trust Administrator or Recordkeeper and the Custodian (where such expenses and compensation are forwarded by the Trust Administrator or Recordkeeper to the Custodian), which are incorporated herein by reference, either of which may be amended from time to time. The Client acknowledges receipt from the Custodian, Trust Administrator or the Recordkeeper of the Fee Schedule and, where applicable, the Custodian’s Fee Schedule for Unitized Portfolios or any other specific fee schedules applicable to the Account (“Other Fee Schedules”) prior to execution of this Agreement. In the event such expenses and compensation are forwarded by the Trust Administrator or Recordkeeper to the Custodian, the Client acknowledges and agrees that it has obtained and will continue to obtain disclosure of such expenses and compensation from the Trust Administrator or Recordkeeper. The Client acknowledges and agrees that the amounts described in such Fee Schedule and/or Other Fee Schedules, whichever it has received, are approved by it and are payable to the Custodian, Trust Administrator and to the Recordkeeper, as applicable, and that such amounts have been taken into consideration in determining the reasonableness of the amounts payable to the Custodian, Trust Administrator and the Recordkeeper.

Reasonable compensation will include the float earned on uninvested cash, the reimbursement of expenses incurred by the Custodian in providing extraordinary services, and other compensation and remuneration as defined in the Fee Schedule and/or Other Fee Schedules. The Custodian reserves the right to alter this rate of compensation at any time by providing the Client, Truat Administrator, or the Recordkeeper, as applicable, with written notice of such change at least sixty (60) days prior to its effective date.

Reasonable expenses, including counsel, appraisal, or accounting fees, may be withdrawn from the Account unless paid by the Client within thirty (30) days after mailing of the written billing by the Custodian, unless earlier withdrawal of expenses from the Account is otherwise directed in writing by the Client. The Custodian reserves the right to charge overdraft fees and where applicable, will provide notice of such overdraft charges to the Client. In addition, the Custodian will pay the fees charged by any properly appointed Investment Advisor from the Account to the extent such payment is authorized by the Client until such time as the Client furnishes the Custodian a
©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 18 of 24 written notice to revoke such authorization at any time.

6.3 Additional Custodian Compensation. In addition to fees set forth elsewhere, the Client acknowledges that the Custodian may receive, as compensation for its services, any credit, interest or other earnings (collectively “Float”) on aggregate cash balances that the Custodian has on deposit with Charles Schwab Trust Bank or any third-party bank or other financial institution.

The Custodian has the authority to initiate investments on behalf of the Account only upon receipt of instructions from the Administrator or its delegate. Charles Schwab Trust Bank, therefore, takes no steps to maintain full investment of cash in any Account until Charles Schwab Trust Bank has received appropriate instructions for the investment or distribution of cash balances in such Account from an authorized party. The Custodian calculates its cash Float investment amount each business day by netting all cash activity and adjusting for cash reserved for investment or reinvestment and for cash reserved for distributions. The result is further adjusted by an additional reserve amount determined by the Custodian in its sole discretion as necessary to satisfy the Account’s cash needs during the following day for settlement of trades and payments, which may be adjusted from time to time.

Accounts held by Custodian may have uninvested cash balances from time to time due to one or more of the following circumstances:
(a) Incoming Cash Pending Investment (“Incoming Cash”): Cash balances may result from the receipt of (a) plan contributions (or other deposits) from plan sponsors; (b) amounts transferred to Custodian from another trustee or custodian (such as due to a plan conversion or merger); (c) payments received from other parties (e.g., investment securities settlement proceeds), or (d) cash resulting from the settlement of investment sale trades, or (e) cash that is unable to be deposited due to a lack of investment direction from the participant, the sponsor or the advice vendor. The Float period begins on the date such cash is received by Custodian and ends either on the date of settlement with the issuers of subsequent investment trades initiated by Custodian at the direction of an authorized party or on the date Outgoing Cash (as described below) is generated at the direction of and authorized party. No Float is earned when the net proceeds of all sales trades in an Account are offset by the cost of all buy trades in an Account on any specific date. (b) Outgoing Cash Pending Clearance (“Outgoing Cash”): Cash balances may result from the generation of checks or Automated Clearing House (“ACH”) payments attributable to distribution and other payments written on an Account (“Outgoing Cash”). The Float period begins on the date such check or ACH payment is generated and ends on the date (i) the payee presents the check for payment and the check is cleared by Custodian’s checking account bank, or (ii) the ACH payment is cleared (generally the next business day). Generally, no Float is earned when a distribution is made via wire transfers.

The Incoming Cash and Outgoing Cash are held subject to the earning of Float as non-interest bearing deposits by, and are commingled with the general assets of, Charles Schwab Trust Bank. The Custodian estimates the value of Float on uninvested cash deposit balances to equal the Charles Schwab Trust Bank’s average investment portfolio yield for a given period less the cost of FDIC insurance premiums Charles Schwab Trust Bank is required to pay on such deposits. Applicable rates and calculations of Float earned for representative periods are available upon request
©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 19 of 24 Associated Service Standards
(a) Incoming Cash: Custodian credits Incoming Cash consisting of wires or ACH receipts to an Account on the business date of receipt. Custodian credits checks deposited to an Account on the business date of receipt if custodian receives them by its published cash deposit cutoff deadline and on the next business day after receipt if Custodian receives them after such deadline, subject in all cases to verification and collection. Custodian’s policy is to make funds deposited by check available for use immediately upon posting to an Account. Incoming checks generally require two or three days to clear. Custodian processes investment directives received from an authorized party on the business date of receipt if Custodian receives them by its published trade cut-off deadlines and on the next business day after receipt of Custodian receives them after such deadline. Trade settlement generally occurs on the next business day after trade execution for mutual funds and on the third business day after trade execution for equities and other exchange- traded securities.
(b) Outgoing Cash: Custodian processes Outgoing Cash within two business days after receipt of the distribution instructions from an authorized party. Outgoing checks are delivered to the U.S. postal service or other designated delivery services within twenty-four hours of when the check is issued. At the time a check is issued, cash is transferred from the Account to a Charles Schwab Trust Bank omnibus disbursement account.

ARTICLE 7

RESIGNATION OR REMOVAL OF CUSTODIAN

7.1 Resignation/Removal and Replacement. The Custodian may resign as custodian hereunder or may be removed by the Client. This resignation or removal may be accomplished at any time upon the giving of 90 days’ written notice to the Client (or less if the receiving party agrees to waive notice). Upon resignation or removal, the Client will appoint a successor custodian who will then succeed to all the powers and duties given to the Custodian by this Agreement. The terminating Custodian will transfer all property of the Account then held by it to such successor custodian, in accordance with the written directions of the Client.

If either party has given notice of termination as provided under this Agreement, and upon the expiration of the advance notice period no other successor trustee or custodian has been appointed and has accepted such appointment, the Custodian will deliver the Accounts Assets to the Client The Custodian is authorized to reserve such sum of money as it may deem advisable for payment of its fees and expenses in connection with the settlement of its accounts or other proper Account expenses, and any balance of such reserve remaining after the payment of such fees and expenses will be paid to the successor custodian.

7.2 Settlement of Accounts. Within sixty (60) days of the transfer to the successor, the terminating Custodian will provide the Client with a Custody Account Statement in the form and manner prescribed for the annual Custody Account Statement in Article 4.2. Unless the Client files written objections with the Custodian within sixty (60) days after such Custody Account Statement has been mailed or otherwise delivered, the Client will be deemed to have approved the Custody Account Statement. ©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 20 of 24

7.3 Termination of Liability. Upon settlement of its account and transfer of the Account to the successor trustee or custodian, as applicable, all rights and privileges under the Plan and this Agreement will vest in such successor trustee or custodian and thereafter liability of the Custodian for future action or inaction will terminate subject only to the requirement that the Custodian execute all necessary documents to transfer the Account to the successor trustee or custodian, as applicable. The Custodian will not be obligated to transfer all of the assets of the Account until the Custodian is indemnified in a manner satisfactory to it for all fees and expenses reasonably anticipated to be incurred through the date of transfer.

ARTICLE 8

TERMINATION OF CUSTODIAN AND AMENDMENT

8.1 Termination. The Client may terminate this Agreement upon at least sixty (60) days written notice to the Custodian or, in the event of a material breach of this Agreement by the Custodian, immediately upon written notice. Upon such termination, the Account will be distributed by the Custodian as and when directed by the Client. Such termination will be effective at the end of the notice period, except that the parties may agree to an earlier termination. The Custodian’s fees and costs related to termination, including costs for registering securities and other Property, generating reports and a final accounting will be charged to the Account.

From the date of termination of the Account and until the final distribution of Account assets, the Custodian will continue to have all the powers provided under this Agreement that are necessary or desirable for the orderly liquidation and distribution of the Account.

8.2 Amendment. Except as provided for in this Agreement and the Fee Schedule, including in Article 8.1, this Agreement may be amended at any time by written amendment adopted by the Client and the Custodian, provided, that such amendment will not operate:
(a) To cause any part of the Account to revert to or be recoverable by the Client or to be used for or diverted to purposes other than the exclusive benefit of participants and their beneficiaries, except to the extent permitted by law and the Plan; or
(b) To reduce the then accrued benefits or the amounts then held for the benefit of any participant or beneficiary of the Plan.

ARTICLE 9

MISCELLANEOUS PROVISIONS

9.1 Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions will continue to be fully effective.

9.2 Headings. The headings in this instrument have been inserted for convenience of reference only, and are to be ignored in any construction of the provisions of this Agreement.

9.3 Arbitration of Disputes. Any dispute under this Agreement will be resolved by submission of the issue to a member of the American Arbitration Association located in the County of Los Angeles or the County of Ventura, California, who is chosen by the Client and
the Custodian. If the Client and the Custodian cannot agree on such a choice, each will nominate a member of ©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 21 of 24 the American Arbitration Association, and the two nominees will then select an arbitrator. Expenses of the arbitration will be paid as decided by the arbitrator.

9.4 Entire Agreement. The Agreement constitutes the entire agreement between the parties. All previous agreements and instructions (written or oral) between the Client and the Custodian with respect to the Account and Account Assets are hereby superseded.

9.5 Governing Law. This Custody Agreement and Account shall be governed by and construed in accordance with the laws of California and the Code, and all questions as to its validity will be determined in accordance with the laws of the State of California.

9.6 Recorded Conversations. The Custodian is authorized to tape record conversations between the Custodian and persons acting on behalf of the Client to verify data on transactions.

9.7 Execution and Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed original and such counterparts will constitute but one instrument that may be sufficiently evidenced by any one counterpart.

9.8 Successors and Assigns. This Agreement is not assignable by any party without the other party’s prior written consent, and any attempted assignment in contravention shall be null and void. Notwithstanding the foregoing, any corporation or association (i) into which the Custodian may be merged or with which it may be consolidated, (ii) resulting from any merger, consolidation, or reorganization to which the Custodian may be a party, or (iii) to which all or any part of the Custodian’s fiduciary business may be transferred, shall have all of the rights, powers and obligations of the Custodian under this Agreement, without the necessity of executing any instrument or performing any further act.

9.9 Gender. As used in this Agreement, the masculine gender will include the feminine and neuter genders and the singular will include the plural and the plural the singular, as the context requires.

9.10 Bond. The Custodian will not be required to qualify before, be appointed by, or account to any court or obtain the order or approval of any court in the exercise of any power or discretion. The Custodian will not be required to furnish bond or other security in any jurisdiction except to the extent required by law.

9.11 Taxation of Account. The Client is responsible for filing any and all tax returns and for paying any taxes due on income earned in the Account. If directed by the Client, the Custodian may provide information to assist the Client in preparation of tax returns; however, the responsibility for correctness and accuracy of all returns is solely that of the Client, and the Custodian will not be liable for the correctness and accuracy of any information provided as it relates to the application of tax law.

9.12 California Constitution, Article XIV, Section 17. To the extent permitted by statutory or administrative exemption, the Custodian may engage in actions that otherwise would violate section 17 of Article XVI.

9.13 Extraordinary Events. The Custodian is not responsible for losses caused directly or ©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 22 of 24 indirectly by conditions beyond its control, including, but not limited to, war, natural disasters, government restrictions, exchange or market rulings, strikes, interruptions of communications or data processing services, or disruptions in orderly trading on any exchange or market.

9.14 Trade Notifications. The Client agrees not to receive separate notifications of securities transactions and agrees that all securities transactions will be reported on Custody Account Statement. Provided, however, the Client has the right under applicable law to receive, at no additional cost, separate notifications of securities transactions executed by the Custodian for the Account.

9.15 Notices, Change of Address. Any notice required or permitted to be given under this Agreement will be sufficient if in writing and sent by registered mail, postage prepaid, addressed as follows:

If to the Client: If to
the Custodian:

The address provided on the Execution page.

Charles Schwab Trust Bank
2309 Gracy Farms Ln.

Austin, TX 78758
or to such other address as the Client or the Custodian may hereafter specify in writing by providing ten days prior notice of such change to the other party. All notices, requests, demands and other communications will be in writing and will be deemed to have been duly given on the date of service, if served personally on the party to whom notice is to be given, or on the fifth day after mailing, if mailed and properly addressed.
~~~ Remainder of Page Intentionally Left Blank ~~~
OPEB Directed Benefit Custody Agreement with Section 115 Trust Page 24 of 24 Execution Page
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the day and year first written below.

CLIENT
Plan Sponsor Name (please print)
Plan Name (please print)
Address City State Zip Code
The person whose signature appears below hereby certifies that he/she is the duly elected, qualified and acting Plan Administrator/Other (as set forth below) of the Client’s Plan identified above (the "Client") and further certifies that the person whose signature appears above is duly authorized with full power to execute, on behalf of the Client, this Agreement as well as all additional required account opening documents including, but not limited to, Charles Schwab Trust Bank’s New Account Setup Form.

Please note: the person certifying below should be different than the authorized signer above in order to avoid delays in processing.

CHARLES SCHWAB TRUST BANK, CUSTODIAN
©2020 Charles Schwab Trust Bank. All rights reserved. Member FDIC. (0120-9YA0) Print Name Title Date Signature and Date Required
X
Authorized Person Signature
Print Name Title Date Signature and Date Required
X
Certifying Person Signature
Print Name Title Date Signature and Date Required
X
Authorized Person Signature

CHARLES SCHWAB TRUST BANK

FLOAT DISCLOSURE STATEMENT
January 1, 2020
Charles Schwab Trust Bank in its capacity as directed trustee or custodian of employee benefit plan assets may receive, as compensation for its directed trustee or custodial services, any credit, interest or other earnings (collectively "Float") on aggregate cash balances held as a deposit obligation of Charles Schwab Trust Bank, any third-party bank or other financial institution.

Under its applicable trust or custody agreement, Charles Schwab Trust Bank has the authority to initiate investments on behalf of employee benefit plan trusts or accounts for which it serves as directed trustee or custodian only upon receipt of instructions from the applicable plan’s named fiduciary or its delegate. Charles Schwab Trust Bank calculates its cash Float investment amount each business day by netting all cash activity and adjusting for cash reserved for investment or reinvestment and for cash reserved for distributions. The result is further adjusted by an additional reserve amount determined by Charles Schwab Trust Bank to be necessary to satisfy the applicable employee benefit plan account’s cash needs during the following day for settlement of trades and payments.

A trust or custody account at Charles Schwab Trust Bank may have uninvested cash balances from time to time due to one or more of the following circumstances:
(a) Incoming Cash Pending Investment (“Incoming Cash”): Cash balances may result from the receipt of (i) plan contributions (or other deposits) from plan sponsors or participants; (ii) amounts transferred to Charles Schwab Trust Bank from another trustee or custodian related to a plan conversion or merger; (or (iii) cash resulting from the settlement of securities transactions.

The Float period begins on the date such cash is received by Charles Schwab Trust Bank and ends either on the date of settlement with the issuers of subsequent investment trades initiated by Charles Schwab Trust Bank at the direction of an authorized party or on the date Outgoing Cash (as described below) is generated at the direction of an authorized party. No Float is earned when the net proceeds of all sales trades in a trust or custody account are utilized to settle corresponding simultaneous purchase transactions in such trust or custody account on settlement date.
(b) Outgoing Cash Pending Clearance (“Outgoing Cash”): Cash balances may result from the generation of checks or Automated Clearing House (“ACH”) payments attributable to distribution and other payments issued from a plan’s trust or custody account (“Outgoing Cash”).

The Float period begins on the date such check or ACH
payment is generated and ends on the date (i) the check is presented for payment and the check is cleared at Charles Schwab Trust Bank’s omnibus commercial checking account bank, or (ii) the ACH payment is cleared (generally the next business day). In most circumstances, no Float is earned when a distribution is made by wire transfer.

The Incoming Cash and Outgoing Cash are held subject to the earning of Float as non- interest bearing deposits by and are commingled with the general assets of Charles Schwab Trust Bank.

Charles Schwab Trust Bank estimates the value of Float on uninvested cash deposit balances to equal the Charles Schwab Trust Bank’s average investment portfolio yield for a given period less the cost of FDIC insurance premiums Charles Schwab Trust Bank is required to pay on such deposits. Applicable rates and calculations of Float earned for representative periods are available upon request.

Associated Service Standards
(a) Incoming Cash: Charles Schwab Trust Bank credits Incoming Cash, consisting of wires or ACH receipts, to an account on the business date of receipt. Charles Schwab Trust Bank credits checks deposited to a trust or custody account on the business date of receipt if Charles Schwab Trust Bank receives such deposit by its published cash deposit cutoff deadline and on the next business day after receipt if Charles Schwab Trust Bank receives them after such deadline, subject in all cases to verification and collection. Charles Schwab Trust Bank’s policy is to make funds deposited by check available for use immediately upon posting to the applicable trust or custody account. Incoming checks generally require two or three days to clear. Charles Schwab Trust Bank processes investment directions received from an authorized party on the business date of receipt if Charles Schwab Trust Bank receives such directions by its published trade cutoff deadlines and on the next business day after receipt if Charles Schwab Trust Bank receives a direction after such deadline. Trade settlement generally occurs on the next business day after trade execution for mutual funds and collective trusts and on the second business day after trade execution for equities and other exchange-traded securities. (b) Outgoing Cash: Charles Schwab Trust Bank processes Outgoing Cash within two business days after receipt of the distribution instructions from an authorized party. Outgoing checks are delivered to the U.S. postal service or other designated delivery services within twentyfour hours of when the check is issued. At the time a check is issued, cash is transferred from the applicable trust or custody account to a Charles Schwab Trust Bank omnibus disbursement account.
©2019 Charles Schwab Trust Bank. All rights reserved. 0819-9S0D (08/19) Float Disclosure Statement