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Agreement - Empower -2024-07-24 GA ID: PLAN NAME: AMENDMENT TO RECORDKEEPING SERVICES AGREEMENT & TRUST OR CUSTODIAL AGREEMENT: FLOAT COMPENSATION DISCLOSURE This Amendment entered into between the Empower affiliate that provides recordkeeping services to Plan Sponsor (which is one of Empower Retirement, LLC, Empower Annuity Insurance Company of America, Empower Annuity Insurance Company or Empower Plan Services, LLC) (“Empower”) and the sponsoring employer (“Plan Sponsor”) and the trust, custodial or cash custodial agreement entered into between Empower Trust Company, LLC (“ETC”) and Plan Sponsor for trust or custodial services (collectively the “Agreements”) describes certain earnings that may be received by ETC and/or its affiliates as further described in the Float Disclosure document, attached as an Exhibit to this Amendment (the “Float Disclosure”). The parties agree that by executing this Amendment, the terms of the Amendment are incorporated into the Agreements for the Plan(s) listed hereto and replace in their entirety any credit and/or interest provisions in the Agreements contrary to this Amendment. Specifically, with respect to the recordkeeping services agreement, the Amendment terms replace sections entitled “Trustee/Custodian Services,” “Trustee Services,” “Custodian Services,” or similarly titled sections, as applicable, and/or “Empower Trust Company Bank Credits,” or similar section, as applicable. Specifically, with respect to the trust custodial, or cash custodial agreement, the Amendment terms replace inconsistent provisions in the sections entitled “Compensation and Expenses,” “Expenses and Compensation of Custodian,” “Fees and Expenses” or “Contribution/Distribution Account (iii),” or similar sections, as applicable. Notwithstanding anything in the Agreements to the contrary, to the extent the current terms are inconsistent with the terms in Section 1 below, the parties agree that these terms shall be amended from a credit and/or interest provision to a float provision. NOW, THEREFORE, the parties amend the Agreements as of the Effective Date as follows: 1. The following credit and/or interest provisions shall be removed in their entirety: “Plan Sponsor acknowledges and agrees if the Plan’s assets pass through a bank account held by the Trustee or Custodian, it may earn credits and/or interest on Plan assets awaiting investment or pending distribution. Any credits or interest earned by Trustee or Custodian are aggregated with credits and/or interest earned by its affiliates and will be used to defray the aggregate expenses for the maintenance of bank accounts. The Trustee or Custodian will not retain credits and/or interest earned in excess of such maintenance expenses. Credits and/or interest are earned from the use of (i) uninvested contributions received too late in the day or not received in good order to be invested same-day and (ii) proceeds from investment option redemptions where distribution checks have not been presented for payment by participants. Credits and/or interest (i) begin to accrue on contributions, on the date such amounts are deposited into the bank account and end on the date such amounts are invested pursuant to Participant instructions, and (ii) begin to accrue on distributions, on the date the check is written or on the ACH date, as applicable and end on the date the check is presented for payment or when the ACH clears against the account, as applicable. Earnings of credits and/or interest are at the rate the bank provides from time to time.” Docusign Envelope ID: 20B80857-52F2-4422-9727-5B8E3EEA3142 Costa Mesa Sanitary District 457(b) Plan100433-01 2. The following float provisions shall replace in their entirety the credit and/or interest provisions in Section 1, above: “Trustee/Custodian Services. Trustee or custodian services, as applicable, are provided by Empower Trust Company, LLC (“ETC”). The compensation received by ETC for its services are reflected in (a) the Plan’s fee disclosure report provided by Empower, (b) the Float Disclosure provided by Empower which may be made available online, and (c) any trust/custodial agreement(s) between ETC and Plan Sponsor. If Plan Sponsor selects a different trustee or custodian other than ETC, as applicable, that requires changes to any procedures or services in the Agreement, Empower reserves the right to change fees in this section. Float. Plan Sponsor acknowledges that it has received and reviewed the Float Disclosure. Plan Sponsor agrees that, as additional compensation for its services hereunder, ETC, Empower, and/or its affiliates shall retain float consistent with the terms of the Float Disclosure.” 3. In all other respects, the Agreement shall remain in full force and effect. 4. The effective date of this Amendment shall be the date of the last signature below. [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 20B80857-52F2-4422-9727-5B8E3EEA3142 IN WITNESS WHEREOF, the parties, by signing below, certify that they have read and understood the Fee Amendment to the Recordkeeping Services Agreement and the Amendment to Recordkeeping Services Agreement & Trust or Custodial Agreement: Float Compensation Disclosure (collectively the “Amendments”), agree to be bound by the terms of the Amendments and that they have the authority to sign the Amendments. The Amendments are not binding on either party until signed by both parties. Authorized Representative of Plan Sponsor Empower ___________________________________ Signature ___________________________________ Signature ___________________________________ Date Signed Derek Mast__ _______________________ Printed Name Vice President _____ _________________ Title February 28, 2024____________________ Date Signed With respect to the Amendment to Recordkeeping Services Agreement & Trust or Custodial Agreement: Float Compensation Disclosure: Empower Trust Company, LLC ___________________________________ Signature Kevin Mollman_______________________ Printed Name Director, Trust Oversight_______________ Title February 28, 2024____________________ Date Signed Docusign Envelope ID: 20B80857-52F2-4422-9727-5B8E3EEA3142 7/24/2024 EXHIBIT A: EMPOWER FLOAT DISCLOSURE Empower Trust Company, LLC and its affiliates utilize various omnibus accounts at an unaffiliated bank (collectively, the “Omnibus Account”) to facilitate transactions for or in connection with the Plan, including contributions, distributions and the payment of taxes. Empower’s use of the Omnibus Account for many clients allows Empower to increase efficiency and charge plans lower fees than if the Plan utilized its own bank account. While assets are held in the Omnibus Account, the assets may generate earnings, which are commonly referred to as “float.” This Float Disclosure describes how float is earned and used. When is float earned? Float begins to accrue when assets are deposited in the Omnibus Account and ceases to accrue when the assets leave the Omnibus Account. The amount of float earned with respect to Plan-related transactions depends on (i) the length of time the assets are held in the Omnibus Account and (ii) the rate or return earned by the investment of assets deposited in the Omnibus Account. Under what circumstances are assets held in the Omnibus Account? Contributions Pending Investment. Contributions to the Plan will generally be held in the Omnibus Account when they are received and not able to be invested the same day. This may occur because the contributions are received too late in the day to be invested (e.g., after market close). In such cases, the contributions are generally invested the following business day. Contributions may also be held in the Omnibus Account where the instructions to purchase investment options are not in good order when the contributions are received. A contribution is received in “good order” when a contribution is accompanied by usable and complete data, and available funds equal to the total amount shown in the data. The Plan Sponsor is responsible for providing good order instructions to Empower. In such cases, contributions are generally invested within one business day after Empower receives instructions and funding that are deemed to be in good order. If the Plan Sponsor or participant (for example, in the case of a rollover) does not provide good order instructions or funding within a reasonable period of time (generally 15 business days), Empower will return the funding without earnings to the Plan Sponsor. Proceeds Pending Distribution. Proceeds from Investment Option redemptions and other distributions will generally be held in the Omnibus Account pending distribution. The proceeds typically will be deposited in the Omnibus Account the day a transaction is settled and will be held in the Omnibus Account until the distribution check, ACH payment, or other form of payment is (i) cleared by the bank on which the check or payment is drawn or (ii) in the case of an uncashed check or failed payment, the amounts are processed following the stale date of the check consistent with the administrative procedures provided to the Plan Sponsor and which may be made available online via the Plan Sponsor Center (“PSC”) website, which may result in marking the funds for pre-escheatment or returning the funds to the plan. The amount of time we hold funds in the Omnibus Account depends on the time it takes for the recipient to receive the distribution. For example, proceeds distributed by check may be held in the Omnibus Account until the check is cashed by the recipient, which is beyond our control. Similarly, distributions made to federal or state governments (e.g., tax withholding or assets being transferred to a state unclaimed property program) typically remain in the Omnibus Account pending completion of the remittance process, which is subject to state and/or federal regulations that impact distribution timing. Funds distributed via ACH generally remain in an Omnibus Account for one business day. Funds distributed by Wire Transfers are generally sent within one business day following the day they are deposited into the Omnibus Account. Upon request, Empower will provide you a report on the status of your Plan’s outstanding distribution checks. You may also review outstanding plan distributions by reviewing a plan disbursement report via your account on the PSC website. Docusign Envelope ID: 20B80857-52F2-4422-9727-5B8E3EEA3142 What rate of return is earned on assets deposited in the Omnibus Account? Amounts deposited in the Omnibus Account are generally invested in the higher-returning product of interest-bearing deposit accounts or in S&P AAA-rated government or treasury-backed money market mutual funds with weighted average maturities of less than 60 days with the aim of earning market returns for similar investment types. Neither the Plan Sponsor nor the Plan shall be liable for any diminution in the value of investments made with amounts deposited in the Omnibus Account. Earnings rates for Omnibus Account deposits may change daily. Historical rates are available upon request and may also be posted to your PSC account to assist you with calculating an estimate of float earnings for your plan. How is float used? Any float earned by ETC, Empower, and/or its affiliates is used to defray the expenses for the maintenance of the Omnibus Account, and in the event the amount of float earned exceeds the amount necessary to defray the expenses for the maintenance of the Omnibus Account, such excess is retained by ETC, Empower, and/or its affiliates as compensation for its services to the Plan. To the extent the expenses associated with the maintenance of the Omnibus Account exceed the float earned, ETC, Empower and/or its affiliates will pay the maintenance expenses. The Plan is not responsible for the expenses associated with ETC’s maintenance of the Omnibus Account. Plan Sponsor may estimate the float earnings retained by Empower as compensation for the services it provides to the Plan by reviewing the Hypothetical Illustration of Float Earnings document attached to this float disclosure. In addition, you may request an estimated float earnings report for your plan at any time by contacting your Empower representative. Please note that the estimates calculate float earnings on a gross basis and do not reflect the applicable deductions for bank maintenance and transaction fees paid by Empower. Docusign Envelope ID: 20B80857-52F2-4422-9727-5B8E3EEA3142 EXHIBIT B: HYPOTHETICAL ILLUSTRATION OF FLOAT EARNINGS How can the plan fiduciaries estimate the float compensation earned by Empower? Empower and its affiliates utilize various omnibus accounts at an unaffiliated bank (collectively, the “Omnibus Account”) to facilitate transactions for or in connection with the Plan, including contributions and distributions. This means there are not separate accounts maintained for each client’s plan but rather all contributions that Empower receives for investment and held pending disbursement are invested in a commingled account. While assets are held in the Omnibus Account, the assets may generate earnings, which are commonly referred to as “float.” This is because the assets are generally invested by Empower in either interest-bearing deposit accounts or S&P AAA-rated government or treasury-backed money market mutual funds with weighted average maturities of less than 60 days (collectively, the “Investment”). Empower will generally choose Investment with the higher return. Empower’s use of the Omnibus Account for many clients allows Empower to increase efficiency and charge plans lower fees than if the Plan utilized its own bank account. Although float is earned from all the assets held for multiple plans in the Omnibus Account, the chart and formulas below can be used by the Plan fiduciaries to estimate the amount of float Empower earns that may be attributed to their Plan. Plan Transaction Type Payment Type Is Float Earned? Amount of Float Interest Earned Contributions Incoming Wires Yes Daily until Settlement Date, generally wire date + 1 business day Credit ACH Yes Daily until Settlement Date, generally ACH date + 1 business day Debit ACH No Not applicable Checks – received in good order No Not applicable Checks – received not in good order Yes Daily until contribution request deemed in good order Distributions Check Yes Daily until check is cleared or voided Credit ACH Yes One day of interest Float on Contributions. If the plan sponsor or participant initiates contributions by wire or Credit ACH, then Empower receives float on the contributions received before 4 pm ET on a business day until Empower settles the trade on the next business day (the “Settlement Date”). This will result in one day of interest for contributions received on a Monday through Thursday and additional days for money received on Friday or on a day before a holiday. The factors for calculating the float on contributions received by wire or Credit ACH initiated by the plan sponsor are as follows: Docusign Envelope ID: 20B80857-52F2-4422-9727-5B8E3EEA3142  A plan’s total annual profit-sharing contribution of $1,000,000 (A) would earn one day of interest (the trade date on which the money is received at Empower’s bank until Settlement Date).  By way of example, the 1-day yield* of the Investment is assumed to be 5.2% (B). This rate is subject to change on a daily basis.  To determine one day of earnings, the annual rate would be divided by 365 (C). Based on these factors, the uncompounded formula is: (A) multiplied by (B) divided by (C) or in our example $1,000,000 x 5.2%/365 = $142.47 This calculation does not include a deduction for bank fees, which will reduce the earnings retained by Empower. This calculation would need to be performed for each contribution deposited with Empower or could be estimated based on an average contribution amount. Float on Disbursements. If disbursements are made by check, Empower receives float until the check is cashed/presented back to our check disbursement bank account or voided.  A plan that has annual benefit payments of $1,000,000 (D) would earn interest on the balance during the period of time the check is outstanding. For illustration purposes, although Empower does not control when a participant cashes a check, let’s assume checks are outstanding for 7 (E) days on average.  By way of example, the 1-day yield* of the Investment is assumed to be 5.2% (B). This rate is subject to change on a daily basis. To calculate the estimated float for the period of time the checks are outstanding, the uncompounded formula is: (D) multiplied by (B) divided by (C) and multiplied by (E) or in our example $1,000,000 x 5.2% / 365 x 7 = $997.26 This calculation does not include a deduction for bank fees which will reduce the earnings retained by Empower.  A plan carrying an average outstanding check balance of $10,000 (F) would generate float interest on that balance throughout the year. You may request a report from Empower of uncashed checks over a 6-month period which could give you an estimate of your average outstanding check balance during that period. Assuming this same level of activity persists for an entire year, these outstanding checks would be subject to a full year of interest.  By way of example, the 1-day yield* of the Investment is assumed to be 5.2% (B). This rate is subject to change on a daily basis. Over a full year, the average interest rate would be applied to the average outstanding balance. Based on these factors, the uncompounded formula is: (F) multiplied by (B) or in our example $10,000 x 5.2% = $520.00 This calculation does not include a deduction for bank fees, which will reduce the earnings retained by Empower. If disbursements are made by Credit ACH, most transactions post to the plan account the next business day, so Empower may receive one day of float. This calculation would use the same formula but would Docusign Envelope ID: 20B80857-52F2-4422-9727-5B8E3EEA3142 divide the annual amount by 365 to calculate the daily amount. Using $10,000 (G) as an example of a distribution paid via ACH, the uncompounded formula is: (G) multiplied by (B) divided by (C) or in our example $100,000 x 5.2% / 365 X 1 = $14.25 This calculation does not include a deduction for bank fees, which will reduce the earnings retained by Empower. In summary, for each of the examples provided above: Letters corresponding to examples Transaction Type Amount Estimated Uncompounded Float Earned, Not Including Deductions for Bank Fees A Annual contributions made by wire or Credit ACH $1,000,000 $142.47 B Assumed 1-Day Yield 5.2% - C 365 Days used to determine one day of earnings - - D Annual Disbursements made by check $1,000,000 $997.26 E 7-day outstanding check period - - F Uncashed Check Disbursements outstanding full year $10,000 $520.00 G Disbursements made via Credit ACH $100,000 $14.25 Total Estimated Float $1,673.98 (A) multiplied by (B) divided by (C) or $1,000,000 x 5.2%/365 = $142.47 (D) multiplied by (B) divided by (C) and multiplied by (E) or $1,000,000 x 5.2%/ 365 x 7 = $997.26 (F) multiplied by (B) or $10,000 x 5.2% = $520.00 (G) multiplied by (B) divided by (C) or $100,000 x 5.2% / 365 = $14.25 *Current 1-day yield as of September 30, 2023, used for illustrative purposes in these examples. Historical earnings rates for Omnibus Account deposits are available upon request by contacting Empower. Docusign Envelope ID: 20B80857-52F2-4422-9727-5B8E3EEA3142 Uncashed Checks Overview When a retirement account withdrawal is processed and proceeds are delivered via check, the check is mailed to the payee’s address of record (AOR). Examples of a payee could include a participant, beneficiary, rollover institution, or other alternate payee. Checks issued by Empower are generally valid for six months (180 days) from the date of issue. The uncashed check process applies to either of the following scenarios: • Active checks returned from the United States Postal Service (USPS) or alternate carrier as undeliverable without a forwarding address. • Checks neither cashed nor deposited within 180 days of the date of issue. On a monthly basis, Empower completes the following to assist the Plan Administrator with the uncashed checks process: • Issues a stop payment for all uncashed checks older than 180 days. • For checks greater than $25.00, sends a Stale-Dated Check Notification to the payee. If the payee does not respond with alternate direction within 30 days (or for uncashed checks less than $25.00), Empower escheats the uncashed check proceeds to the payee’s state of residence. NOTE: Each state’s Unclaimed Property Laws require that Empower send written notice to the apparent owner’s last known address stating that the property is being held and may be turned over to the State Treasurer of the state, which they reside Plan Administrator Experience Address Updates Empower does not accept address updates directly from participants while they are still actively employed by the sponsoring Plan. Address updates for active employees must be transmitted to Empower via the Plan’s payroll/contribution or demographic data submission. However, Empower does accept address updates directly from participants once terminated. If uncashed checks are returned undeliverable (with no forwarding address) and the payee’s new address either cannot be located or cannot be updated via the Plan’s payroll/contribution or demographic data submission, then Empower places a mail hold on the payee’s account. NOTE: The Plan Administrator retains responsibility for conducting any due diligence required to locate lost participants (unless other arrangements have been made with Empower as outlined in the Plan’s Services Agreement). Reporting The Plan Administrator has access to the following reports available on the Plan Service Center (PSC) to assist with managing the uncashed checks process: Report Name Description Forfeiture/ Unallocated Plan Asset Account Detail • Displays Forfeiture, Unallocated Plan Assets, and UCP account details for the Plan. • Includes the following uncashed check information ­ Participant name ­ Social Security Number (SSN) ­ Uncashed check amount deposited into the UCP account Participant Data Extract Displays which participant or alternate payee accounts have an active mail hold due to bad address. Docusign Envelope ID: 20B80857-52F2-4422-9727-5B8E3EEA3142 Participant Experience Address Changes Participants who are still actively employed must coordinate address updates through the Plan Administrator. Terminated participants, beneficiaries, retirees, etc. may contact an Empower Representative to update their address or may complete and submit a Personal Information Change Request form. This form is available to download online. Notification of Stale-Dated Check If a check remains uncashed for 180 days from the date of issue (and the uncashed check amount is greater than $25.00), Empower mails a Notice for Stale-Dated Checks to the payee’s AOR. The stale-dated check notice: • Informs the payee that they have an uncashed check. • Requests the payee contact an Empower Representative to request the check be reissued within 30 days. • Informs the payee of how the funds are managed if no response is received. Empower takes the following action based on how the payee responds to the Notice for Stale-dated Checks. Response Description Response Received • When the payee requests a reissue, Empower reissues the check to the payee. • The payee receives a reissued check approximately 30 days from the request date. No Response Received Escheats uncashed check funds to the payee’s state of residence as unclaimed property (Escheatment) per state requirements and dormancy periods. Returned Undeliverable • Empower conducts an address locator search. • If a new address is identified, Empower resends the Notification of Stale-Dated Check to the new address. • If no new address is identified, Empower: ­ Places a mail hold on the participant’s or alternate payee’s account. ­ Escheats the uncashed check proceeds to the payee’s state of residence as described above. Claiming Escheated Assets Payees must contact the State Treasury’s Department for the state identified as their AOR when the check was issued. Payees may also typically file a claim online via the applicable State Treasury’s Unclaimed Property website. How it Works Description Responsible Notifies Payees of Stale-Dated Checks Empower • For any issued check ($25.00 or more) that remains uncashed at 180 days, generates and mails Notice for Stale-Dated Checks to the payee’s AOR, including instructions to contact the Customer Care Center to request the check be reissued. • Monthly, identifies all uncashed checks outstanding for 180 days or more and issues stop payments. Docusign Envelope ID: 20B80857-52F2-4422-9727-5B8E3EEA3142 Description Responsible Researches Returned Notices Due to Incorrect Address Empower • If a forwarding address was provided, resends Notice for Stale-Dated Checks to payees. • If no forwarding address provided, conducts an address locator search. ­ If new address found, resends Notice for Stale-Dated Checks to payees. ­ If new address is not identified, places a mail hold on the participant’s account. Requests Check Reissue Payee Contacts an Empower Representative to be validated and request that the check be reissued. Reissues Check to Payee Empower • Reissues check to payee as requested after validation complete. • The payee receives a reissued check approximately 30 days from the date the request is received. Escheats Funds to Payee’s State of Residence Empower If the payee does not respond to the Notice for Stale-Dated Checks or the notice could not be delivered to the payee, escheats uncashed check funds to the payee’s state of residence as described above. Docusign Envelope ID: 20B80857-52F2-4422-9727-5B8E3EEA3142 Certificate Of Completion Envelope Id: 20B8085752F2442297275B8E3EEA3142 Status: Completed Subject: ACTION REQUIRED: Please sign the linked amendment Source Envelope: Document Pages: 11 Signatures: 1 Envelope Originator: Certificate Pages: 7 Initials: 0 Empower via DocuSign AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) PO Box 1700 Denver, CO 80201 DocuSign-NOREPLY@empower.com IP Address: 165.1.204.37 Record Tracking Status: Original 7/24/2024 6:37:08 AM Holder: Empower via DocuSign DocuSign-NOREPLY@empower.com Location: DocuSign Signer Events Signature Timestamp Scott Carroll scarroll@cmsdca.gov Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 76.79.206.98 Sent: 7/24/2024 6:37:10 AM Viewed: 7/24/2024 7:13:34 AM Signed: 7/24/2024 7:14:19 AM Electronic Record and Signature Disclosure: Accepted: 10/31/2023 9:12:37 AM ID: 036fdfa6-7257-4664-8614-94821fd3afba Company Name: Empower In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/24/2024 6:37:11 AM Certified Delivered Security Checked 7/24/2024 7:13:34 AM Signing Complete Security Checked 7/24/2024 7:14:19 AM Completed Security Checked 7/24/2024 7:14:19 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE CONSENT AGREEMENT The purpose of this Electronic Record and Signature Consent Agreement (“Agreement”) is to formally agree to receive electronically and use an electronic signature on one or more of the document(s) included in the electronic envelope on the Docusign system (“Document Package”). By accepting this Agreement, you are agreeing that electronic signatures and electronic delivery (i.e., email or posting to a website) are the legal equivalent of an actual physical signature and actual physical delivery, respectively, for purposes of the Document Package. This Agreement is voluntary. This Agreement is only required if you want to electronically sign and receive the Document Package. If you do not want to electronically sign and receive the Document Package, do not check the ‘I agree to use electronic records and signatures’ box. If you do not want to electronically sign the Document Package, contact Empower for a standard PDF file that you can print and execute with wet signatures and return via regular mail. If you have any problems accessing PDF documents, contact Empower to discuss alternative arrangements. Note that even if you agree to electronically sign the Document Package, in the future after receiving an electronic document package, you will be able to choose whether or not to electronically sign that document or ask for another version to sign. Please confirm your acceptance by checking the ‘I agree to use electronic records and signatures’ box. By checking this box, you acknowledge that you have carefully and thoroughly read the information below, you can access this information electronically to your satisfaction, and you agree to these terms and conditions: 1. Definitions: The words “you” and “your” mean the account owner of the account. Electronic Record and Signature Disclosure created on: 1/20/2023 1:17:48 PM Parties agreed to: Scott Carroll “Empower” and the words “we,” “our,” and “us” mean Empower Annuity Insurance Company of America and its affiliates, successors, and assigns, including but not limited to Empower Life & Annuity Insurance Company of New York, Empower Funds, Inc., Empower Trust Company, LLC, Empower Capital Management, LLC, Empower Advisory Group, LLC, and Empower Financial Services, Inc. as applicable. 2. Scope of this Agreement: This Agreement only applies to the electronic signatures and electronic delivery of the Document Package. This Agreement does not apply to any situation by law or otherwise that requires you to provide written notice or document to us, which must be done on paper unless we provide instruction to you how to deliver the item to us electronically. We may, in our sole discretion, choose to provide you with any document on paper, even if you have authorized electronic delivery. 3. Electronic Signatures: By accepting this Agreement, you consent to use electronic signatures for the Document Package, and you agree that electronic signatures shall be deemed to be legally equivalent to actual physical signatures. The electronic signature process will be facilitated through DocuSign, Inc., which is separate company retained by us to facilitate this service, but has no other affiliation with Empower. One or more electronic documents will be included in an electronic envelope on the Docusign system and a link to the envelope will be e-mailed to you. These electronic documents may include but are not limited to service and account agreements between you and us, along with transaction forms and other documents related to your account with us. 4. Authentication and Qualified Security Procedures: The electronic signature process through DocuSign provides authentication through the use of a digital audit trail. Generally, “authentication” refers to the act of attributing an electronic signature to the individual that signed the document, and determining that the document has not been changed since its execution. In order to electronically sign the Document Package, you will need to access a unique link sent to your email address that you provided to us. After signing the Document Package, we will receive a court-admissible “Certificate of Completion.” This “Certificate of Completion” contains a digital audit trail of the transaction, including the signer names, authentication history, digital signatures, email addresses, signer IP addresses, chain of custody (i.e., sent, viewed, signed, etc.), trusted timestamps, geolocation capture of the signer (if provided), and completion status. By accepting this Agreement, you agree that these authentication and qualified security procedures are commercially reasonable. 5. Electronic Delivery: By accepting this Agreement, you agree the electronic delivery of the Document Package emailed to you, is the legal equivalent of actual physical delivery, such as delivery by the United States Postal Service or hand-delivery, whether or not you actually see or view the Document Package. For purposes of this agreement, unless we receive actual notice of a delivery failure, we shall be deemed to have conclusively delivered the Document Package to you when we attach and send the document(s) to the email address that you provided to us. 6. Updating Your Email Address and Other Contact Information: It is your responsibility to provide us with accurate and complete e-mail address and other contact information. You agree to maintain and promptly update any changes in this information. 7. Withdrawing Your Consent: We will ask for your consent each time we present an envelope of electronic documents to you. Once you give your consent for that envelope, you cannot withdraw it for that envelope but you can still choose not to sign any or all electronic documents included in that envelope. In addition, before you execute an electronic signature in DocuSign, the DocuSign system allows you to exit the electronic signing process. You should inform us that you no longer want to electronically sign and then receive the document(s) in another manner by emailing Empower directly with your request. 8. Requesting Paper Copies: At any time, you may request from us a paper copy of any record that we provided or made available electronically to you. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session. If you elect to create a DocuSign signer account, you may access them for a limited period of time, typically 30 days after such documents are first sent to you. Additionally, subject to our document retention procedures, you may contact us and request another electronic or paper copy of the Document Package. If you wish for us to send you paper copies of any such documents, you will be charged a $0.00 per-page fee. You may request a paper copy of the Document Package by contacting Empower directly with your request. 9. Required Hardware and Software: Operating Systems: Windows XP, Windows Vista®, Windows® 7, Windows® 8 or higher; Mac OS® X or higher Browsers: Final release versions of Internet Explorer® 9.0 or above (Windows only); Mozilla Firefox 35 or above (Windows and Mac); Safari™ 7.0 or above (Mac only), Chrome 40 or above PDF Reader: Acrobat® or similar software may be required to view and print PDF files Screen Resolution: 1024 x 768 minimum Enabled Security Settings: Allow per session cookies; Users accessing the Internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection These minimum requirements are subject to change. If these requirements change before the Document Package is fully executed, you will be asked to re-accept this Agreement. Pre-release (e.g. beta) versions of operating systems and browsers are not supported. 10. Docusign We have entered into an agreement with DocuSign, Inc. (“DocuSign”) to make their electronic system available to facilitate your receipt and electronic signature of the Document Package. Your use of the DocuSign system is subject to the terms and conditions of DocuSign’s system. We are not responsible for the DocuSign system and we disclaim any representations and all warranties regarding the DocuSign system. 11. Acknowledgement and Consent: To confirm to us that you can access this information electronically, please verify that you were able to read this Agreement and that you also were able to: print on paper or electronically save for your future reference and access, or that you were able to e- mail to an address where you will be able to print on paper or save it for your future reference and access. By checking the ‘I agree to use electronic records and signatures’ box, I confirm that: o I meet the required hardware and software requirements listed above; o I can access and read this Agreement; o I can print on paper the Document Package or save or send the Document Package to a place where I can print it for future reference and access; o I have read this Agreement and agree to be bound by its terms and conditions. 12. Contacting Empower Please contact us to let us know of changes as to how we may contact you electronically, to request paper copies of certain information to us, and to withdraw your consent to receive the Document Package: To contact us by e-mail: retirementsolutionsservice@empower.com To contact us by phone: 866-317-6586 “EMPOWER” and all associated logos and product names are trademarks of Empower Annuity Insurance Company of America. ©2022 Empower Annuity Insurance Company of America. All rights reserved. www.empower.com