PPA RESTATEMENT INSTRUCTION BOOK - BofA Securities

PPA RESTATEMENT INSTRUCTION BOOKMerrill Lynch Prototype Defined Contribution Plan and Trust for BasicSM and RCMA® plans

Code 471064PM-1114

FOR PLAN SPONSOR USE ONLY.

Merrill Lynch Wealth Management makes available products and services offered by Merrill Lynch, Pierce, Fenner & Smith Incorporated, a registered broker-dealer and member SIPC, and other subsidiaries of Bank of America Corporation (BofA Corp.).

Merrill Lynch Wealth Management makes available certain investment products sponsored, managed, distributed or provided by companies that are affiliates of BofA Corp. or in which BofA Corp. has a substantial economic interest, including BofA® Global Capital Management.

Unless otherwise noted, all trademarks and registered trademarks are the property of Bank of America Corporation.

Investment products:

Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value

Neither Bank of America nor any of its affiliates provide legal, tax or accounting advice. You should consult your legal and/or tax advisors before making any financial decisions.

Merrill Lynch has received approval of the Merrill Lynch Prototype Defined Contribution Plan and Trust from the Internal Revenue Service (“IRS”). The approved Plan incorporates legal changes required by the Pension Protection Act of 2006 and new laws and legislation enacted between 2001-2010 into the Merrill Lynch Prototype Plan.

This instruction booklet will provide instructions to assist you in completing the applicable adoption agreement and help you meet your obligation to restate your plan. The instructions will:

• Explain the components of this package and what they do.

• Take you step-by-step through your retirement plan adoption agreement.

• Explain your options for each provision.

• Instruct you on how to adopt the new plan document.

This booklet includes four different sets of adoption agreement instructions. You will only need to use the instructions for the plan or plans you are adopting. Please follow the steps below to determine which set of instructions to use:

• Refer to the cover letter that came with your PPA package, to determine your plan type.

• Use the plan type to identify the set of instructions needed to complete your adoption agreement.

• If you have more than one plan type, you will need to use more than one set of instructions.

PACKAGE CONTENTS:

The Restated Merrill Lynch Prototype Retirement Plan restatement package contains the following items:

• Base Plan Document — Contains the terms of your retirement plan. The provisions of this new document replace those of your prior Plan document. Please retain this for your records.

• Adoption Agreement — Contains the elective terms of your Plan. Complete, sign, date and make a copy of the Adoption Agreement for your records before sending the original back to Merrill Lynch.

• Instruction Booklet — This booklet will provide you with instructions to assist you in completing your applicable adoption agreements.

• Return Envelope — Use this postage-paid envelope to send Merrill Lynch the original completed, signed and dated adoption agreement (and Advest Addendum if applicable).

Here are the steps you need to take to adopt your restated Merrill Lynch Prototype Retirement Plan:

1. Review the Package. Review the contents of this package with your tax or legal advisor.

2. Complete the Form. Once you have consulted your tax or legal advisor, fill in the choices that apply to your Plan on the Adoption Agreement. See the instructions beginning on page (1) of this booklet. There are (4) different sets of instructions. Be sure to locate the applicable instructions for your plan. The first page of each set of instructions contains the applicable plan name on the top left hand corner.

3. Sign and Date. Sign and date the Adoption Agreement and attach Advest Addendum (if applicable). In addition, the Trustee(s) of the Plan must sign and date the Trustee Signature section, if applicable. See the relevant instructions on page (2,3,5,7 or 10) to learn more about this requirement.

4. Make a copy of the Adoption Agreement and Advest Addendum (if applicable) for your records.

5. Return the following documents to Merrill Lynch in the enclosed business return envelope: The Merrill Lynch copy of the completed, signed and dated Adoption Agreement and Advest Addendum (if applicable).

6. Retain the following documents for your permanent plan file:

• The Merrill Lynch Prototype Defined Contribution Plan and Trust Base Plan Document.

• A copy of the completed, signed and dated Adoption Agreement and Advest Addendum (if applicable).

Page

BasicSM Money Purchase Pension Plan Adoption Agreement ..................................................................................................................................................1

BasicSM Profit Sharing Plan Adoption Agreement ...........................................................................................................................................................................4

RCMA® Money Purchase Pension Plan Adoption Agreement .................................................................................................................................................6

RCMA® 401(k) Profit Sharing Plan Adoption Agreement ...........................................................................................................................................................8

INDEX

1

Primary Employer name

Business address (Street)

City State ZIP Code

Telephone number

Primary Employer Taxpayer I.D. number

Primary Employer taxable year ends on:

Plan Name: (e.g., XYZ Company Money Purchase Plan)

Plan number:

Restatement effective date:

Original Plan effective date:

Merrill Lynch Standardized Prototype Defined Contribution Plan BasicSM Money Purchase Pension Plan Adoption Agreement

FOR OFFICE USE ONLY

Adoption of Money Purchase Pension PlanThe Primary Employer named below hereby establishes a Money Purchase Pension Plan, or amends its existing Money Purchase Pension Plan, by executing this agreement adopting the Merrill Lynch Standardized Prototype Defined Contribution Plan-Basic Money Purchase Pension Plan. The Primary Employer has adopted the Prototype Plan in order to provide its Eligible Employees with a source of retirement income, as well as to provide assistance in other circumstances, such as death or disability. Any term used in this Adoption Agreement which is defined in the Prototype Plan shall have the meaning defined in the Prototype Plan.

Primary Employer and Plan information Note: Each Employer adopting the plan must be a legal entity recognized under federal income tax laws.

ARTICLE II Contribution and account allocation [SELECT (A) OR (B), AS APPLICABLE)]

A. Employer contribution and non-integrated allocation The Plan is not integrated with Social Security and the following Employer contribution for each Plan year shall be made and allocated to the Employer Account of each Participant eligible to share in that allocation: [IF A. IS SELECTED, ENTER THE PERCENTAGE OF COMPENSATION TO BE ALLOWED BELOW]______ % (at least 3% but not more than 100%) of the Compensation for the Plan year of each Participant eligible for an allocation for that Plan year.

B. Employer contribution and integrated allocation The Plan is integrated with Social Security and the following Employer contribution for each Plan year shall be made and allocated to the Employer account of each Participant eligible to share in that allocation (select one):[IF B. IS SELECTED, SELECT EITHER (1) OR (2) BELOW]Note: The percentages of compensation selected below must provide for a contribution that does not exceed the limits on contributions in Code Sections 415 and 404, or any other applicable limit described in the Plan.

❏❏ (1) Fixed allocation formula — For each Plan year, the Employer will contribute:

[IF (1) IS SELECTED, ENTER BELOW THE PERCENTAGE OF COMPENSATION UP TO THE TAXABLE WAGE BASE, AND THE PERCENTAGE OF COMPENSATION IN EXCESS OF THE TAXABLE WAGE BASE, TO BE CONTRIBUTED TO THE PLAN]_____ % (not less than 3%, the “Base Contribution Percentage”) of each eligible Participant’s compensation that is up to and including the Taxable Wage Base for the Plan year plus _____ % (not less than 3% and not to exceed the Base Contribution Percentage by more than the lesser of: the Base Contribution Percentage or 5.7%) of such Participant’s compensation in excess of the Taxable Wage Base.

❏❏ (2) Floating allocation formula — For each Plan year, the Employer will contribute:

[IF (2) IS SELECTED, ENTER THE PERCENTAGE OF COMPENSATION FOR EACH ELIGIBLE PARTICIPANT FOR THE PLAN YEAR BELOW]_____% (at least 3%) of the Compensation for the Plan Year of each eligible Participant. The amount contributed shall be allocated to the Employer Account of each eligible Participant as follows: (a) First, in the ratio that each such eligible Participant’s compensation for the Plan

Year bears to the compensation for that Plan year of all eligible Participants, but not in excess of 3% of each Participant’s compensation.

(b) Second, any remaining contributions will be allocated in the ratio that each eligible Participant’s compensation for the Plan year in excess of the Taxable Wage Base bears to all such Participants’ excess compensation for the Plan year, but not in excess of 3%.

(c) Third, any remaining contributions will be allocated in the ratio that the sum of each Participant’s compensation and compensation in excess of the Taxable Wage Base bears to the sum of all Participants’ compensation and compensation in excess of the Taxable Wage Base, but not in excess of 2.7%.

(d) Fourth, any remaining contributions will be allocated in the ratio that each Participant’s compensation bears to all Participants’ compensation for that year.

The Integration Level shall be the Taxable Wage Base.

Note: If this Plan is a continuation or an amendment of a prior plan, optional forms of benefits provided in the prior plan must be provided under this Plan, and should be listed on an Addendum attached to this Adoption Agreement, unless permissibly eliminated or restricted under the terms of the Plan and IRS regulations or other guidance.

ARTICLE I Participation requirement An Eligible Employee must meet the following requirements to become a Participant (select one): [SELECT (1) OR (2). IF (2) IS SELECTED, YOU MUST ENTER THE AGE (NOT GREATER THAN 21) AND THE NUMBER OF YEARS (NOT GREATER THAN 2)]

❏❏ (1) Performance of one hour of service.

❏❏ (2) Attainment of age _________ (maximum 21) and completion of ___________(insert 0, 1, or 2) years of service.

PLAN I.D. NUMBER

EMPLOYER’S ACCOUNT NUMBER

FOR ASSISTANCE IN UNDERSTANDING THE PROVISIONS CONTAINED WITHIN THIS DOCUMENT, CONTACT THE RESTATEMENT SUPPORT DESK AT 844.322.6644. FOR ADVICE, CONTACT YOUR LEGAL OR TAX ADVISOR. [Enter Plan I.D. number]

[Enter Employer’s Account number]

[INSERT PRIMARY EMPLOYER NAME]

[INSERT STREET ADDRESS]

[INSERT CITY, STATE AND ZIP CODE]

[INSERT TELEPHONE NUMBER]

[INSERT EMPLOYER IDENTIFICATION NUMBER; DO NOT ENTER SOCIAL SECURITY NUMBER]

[INSERT THE LAST DAY OF THE FISCAL YEAR, FOR EXAMPLE: 12/31]

[INSERT THE PLAN NAME]

[INSERT THE 3-DIGIT IRS PLAN NUMBER, FOR EXAMPLE, IF IT’S YOUR FIRST PLAN ENTER “001”; IF SECOND “002”]

[INSERT THE EFFECTIVE DATE FOR THE DOCUMENT, FOR EXAMPLE 1/1/2014]

[INSERT THE FIRST MONTH, DAY AND YEAR THIS PLAN WAS FIRST ADOPTED]

2

ARTICLE III Plan loans [SELECT WHETHER OR NOT LOANS ARE PERMITTED FROM THE PLAN BELOW]Loans are:

❏❏ (1) permitted.

❏❏ (2) not permitted.

ARTICLE IV Vesting A Participant shall have a 100% vested percentage in his or her Employer Account immediately upon participation.

ARTICLE V Investment direction All assets of the Trust Fund shall be Participant-Directed Assets.

ARTICLE VI Rollover contributions The Plan shall not accept distributions of employee after-tax contributions from a qualified plan described in Code Section 401(a) or 403(a).

ARTICLE VII Investment limitations The Sponsor shall hold all of the Plan’s assets.

ARTICLE VIII Distributions & withdrawals Cash-out of small amounts

The Plan shall not distribute the Participant’s nonforfeitable Account Balance until such time as the participant requests a distribution.

ARTICLE IX Miscellaneous A. Identification of Sponsor

The address and telephone number of the Sponsor’s authorized representative is Merrill Lynch Private Client Group, Retirement Plan Services, 1400 Merrill Lynch Drive – MSC 0403, Pennington, NJ 08534 and 1.800.637.7455.This authorized representative can answer inquiries regarding the adoption of the Plan, the intended meaning of any Plan provisions, and the effect of the opinion letter.The Sponsor will inform the adopting Primary Employer of any amendments made to the Prototype Plan or the discontinuance or abandonment of the Prototype Plan.

B. Plan registration

(1) Registration

This Plan must be registered with the Sponsor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, in order to be considered a Prototype Plan by the Sponsor. Registration is required so that the Sponsor is able to provide the Primary Employer with material relevant to the ongoing compliance of the Plan documents with applicable law.The Primary Employer must complete and sign the Adoption Agreement. Upon receipt and acceptance by Merrill Lynch, Pierce, Fenner & Smith Incorporated of the Adoption Agreement, the Plan will be registered as a Prototype Plan of Merrill Lynch, Pierce, Fenner & Smith Incorporated.

(2) Annual Fee

Effective with the initial registration, and annually thereafter, an annual registration fee will be due the Sponsor in the amount set forth to the Primary Employer. The Sponsor reserves the right to change this fee from time to time and will provide written notice in advance of any change. The adopting Primary Employer authorizes Merrill Lynch, Pierce, Fenner & Smith Incorporated, to debit the account established for the Plan for payment of this annual fee.

C. Prototype Replacement Plan

This Adoption Agreement is a replacement prototype plan for the Merrill Lynch Prototype Defined Contribution Plan –Standardized Basic Money Purchase Pension Plan Adoption Agreement #03-008.

D. Reliance

Each Employer may rely on an opinion letter issued by the Internal Revenue Service as evidence that the Plan is qualified under Code §401 only to the extent provided in Rev. Proc. 2011-49 (as modified by Announcement 2011-82).An Employer who has ever maintained or who later adopts any other plan (including a welfare benefit fund, as defined in Code § 419(e), which provides post retirement medical benefits allocated to separate accounts for key employees, as defined in Code § 419(A)(d)(3), or an individual medical account, as defined in Code § 415 (I)(2)) in addition to this Plan may not rely on the opinion letter issued by the Internal Revenue Service with respect to the requirements of Code §§415 and 416.Each Employer may not rely on the opinion letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the opinion letter issued with respect to the Plan and in Rev. Proc. 2011-49 or subsequent IRS guidance.In order to have reliance in such circumstances or with respect to such qualification requirements, application for a determination letter must be made to Employee Plans Determinations of the Internal Revenue Service.E. Plan document This Adoption Agreement may only be used in conjunction with the Merrill Lynch Prototype Defined Contribution Plan and Trust Base Plan Document #03.

F. Proper completion of Adoption Agreement Failure to properly fill out this Adoption Agreement may result in the failure of the Plan to qualify under Internal Revenue Code §401(a). Each participating Employer and its independent legal and tax advisors are responsible for the adoption and qualification of this Plan and any related tax consequences.

G. Custodial relationship This Plan shall be deemed to be a custodial arrangement with Merrill Lynch, Pierce, Fenner & Smith, Incorporated, as the Custodian as defined by Code §401(f). As a result, in the Merrill Lynch Prototype Defined Contribution Plan and Trust Base Plan Document #03, the word, “Custodian” shall replace the word, “Trustee”, wherever applicable. Additionally, if the Primary Employer is not a corporation, then no Trustee shall be appointed and the words, “Plan Administrator” shall replace the word, “Trustee” wherever applicable, or as required by law.* IMPORTANT NOTE: IN ORDER TO HAVE A LEGAL PLAN DOCUMENT, AN AUTHORIZED SIGNER OF THE PRIMARY EMPLOYER MUST SIGN AND DATE THIS DOCUMENT

Primary Employer’s signature:

Signature of Sole Proprietor, Authorized Partner or Corporate Officer

(Print or type name)

** IMPORTANT NOTE: IN ORDER TO HAVE A LEGALLY COMPLIANT DOCUMENT, THE ADOPTION AGREEMENT MUST BE SIGNED, NO LATER THAN THE LAST DAY OF THE PLAN YEAR DURING WHICH THE RESTATEMENT IS EFFECTIVE AS LISTED ABOVE

Dated: _________________________________________, 20_________ Title, if a Corporate Officer: ____________________________________

[THE AUTHORIZED SIGNER MUST EXECUTE THE DOCUMENT ON THIS LINE*]

[PRINT NAME OF AUTHORIZED SIGNER OF THE PRIMARY EMPLOYER]

[INSERT MONTH AND DATE] [INSERT LAST TWO DIGITS OF YEAR IN WHICH THIS DOCUMENT WAS SIGNED]

[INSERT TITLE OF AUTHORIZED INDIVIDUAL OF THE PRIMARY EMPLOYER WHO SIGNED THIS ADOPTION AGREEMENT]

3

Participating Employer’s signature:

*** IMPORTANT NOTE: IF YOU ARE UNSURE AS TO WHETHER OR NOT THE “PARTICIPATING EMPLOYER” SECTION APPLIES TO YOUR PLAN, CONSULT WITH YOUR TAX ADVISOR

1) (Authorized signature)


Dated: _________________________________________, 20_________ Title: _______________________________________________________

2) (Authorized signature) (Print or type name)

Dated: _________________________________________, 20_________ Title: _______________________________________________________

Acceptance by Trustee (For corporate Employers only) IF APPLICABLE, EACH TRUSTEE MUST SIGN, DATE AND PRINT THEIR NAME BELOWThe undersigned hereby accepts all of the terms, conditions, and obligations of appointment as Trustee under the Plan.

1) (Signature) (Date) (Print or type name)



Acceptance by CustodianMerrill Lynch, Pierce Fenner & Smith Incorporated shall be deemed to have accepted this Adoption Agreement if it has received it and issued an account statement for the Plan.

4



City State ZIP code

Telephone number



Plan name: (e.g., XYZ Company Profit Sharing Plan)

Plan number:



Merrill Lynch Standardized Prototype Defined Contribution Plan BasicSM Profit Sharing Plan Adoption Agreement

FOR OFFICE USE ONLY

Adoption of Profit Sharing PlanThe Primary Employer named below hereby establishes a Profit Sharing Plan, or amends its existing Profit Sharing Plan, by executing this agreement adopting the Merrill Lynch Standardized Prototype Defined Contribution Plan — Basic Profit Sharing Plan. The Primary Employer has adopted the Prototype Plan in order to provide its Eligible Employees with a source of retirement income, as well as to provide assistance in other circumstances, such as death or disability. Any term used in this Adoption Agreement which is defined in the Prototype Plan shall have the meaning defined in the Prototype Plan.


❏❏ (1) Allocation of non-integrated Employer contribution The Employer Account of each Participant eligible to share in the allocation for a Plan Year shall be credited with a portion of that contribution equal to the ratio that the Participant’s Compensation for the Plan Year bears to the Compensation for that Plan Year of all Participants entitled to share in the contribution.

❏❏ (2) Allocation of Integrated Employer contribution: Employer contributions with respect to a Plan Year plus any forfeitures shall be allocated to the Employer Account of each eligible Participant as follows: (a) First, in the ratio that each such eligible Participant’s Compensation for

the Plan Year bears to the Compensation for that Plan Year of all eligible Participants, but not in excess of 3% of each Participant’s Compensation.

(b) Second, any remaining contributions and forfeitures will be allocated in the ratio that each eligible Participant’s Compensation for the Plan Year in excess of the Taxable Wage Base bears to all such Participants’ excess Compensation for the Plan Year, but not in excess of 3%.

(c) Third, any remaining contributions and forfeitures will be allocated in the ratio that the sum of each Participant’s Compensation and Compensation in excess of the Taxable Wage Base bears to the sum of all Participants’ Compensation and Compensation in excess of the Taxable Wage Base, but not in excess of 2.7%.

(d) Fourth, any remaining contributions or forfeitures will be allocated in the ratio that each Participant’s Compensation bears to all Participants’ Compensation for that year.


ARTICLE III Plan loans [SELECT WHETHER OR NOT LOANS ARE PERMITTED FROM THE PLAN BELOW]

Loans are:



ARTICLE IV Vesting A Participant shall have a 100% vested percentage in his or her Employer Account immediately upon participation.

ARTICLE V Investment direction All assets of the Trust Fund shall be Participant-Directed Assets.

ARTICLE VI Rollover contributions The Plan shall not accept distributions of employee after-tax contributions from a qualified plan described in Code Section 401(a) or 403(a).

ARTICLE VII Investment limitations The Sponsor shall hold all of the Plan’s assets.

ARTICLE VIII Distributions & withdrawals [SELECT WHETHER OR NOT IN-SERVICE WITHDRAWALS ARE PERMITTED FROM THE PLAN BELOW]

In-service withdrawals

❏❏ (1) In-service distributions may be made from any of the Participant’s vested Accounts, at any time upon or after the Participant’s attainment of age 59½.

❏❏ (2) In-service distributions are not permitted (subject to Section 5.7.3 of the Plan).

PLAN I.D. NUMBER


Note: If this Plan is a continuation or an amendment of a prior plan, optional forms of benefits provided in the prior plan must be provided under this Plan, and should be listed on an Addendum attached to this Adoption Agreement, unless permissibly eliminated or restricted under the terms of the Plan and IRS regulations or other guidance.


❏❏ (1) Performance of one hour of service.


ARTICLE II Contributions and account allocation A. Employer contributions The Employer contribution for each Plan year shall be such an amount, if any, as determined by the Employer. B. Allocation of contributions (select one): [SELECT (1) OR (2), AS APPLICABLE]

FOR ASSISTANCE IN UNDERSTANDING THE PROVISIONS CONTAINED WITHIN THIS DOCUMENT, CONTACT THE RESTATEMENT SUPPORT DESK AT 844.322.6644. FOR ADVICE, CONTACT YOUR LEGAL OR TAX ADVISOR. [Enter Plan I.D. number]












5

Hardship distributions[SELECT WHETHER OR NOT HARDSHIP DISTRIBUTIONS ARE PERMITTED FROM THE PLAN BELOW]

Hardship distributions are:

❏❏ (1) permitted and shall be made from the vested portion of a Participant’s Accounts as provided in Section 5.9.


Cash-out small amounts The Plan shall not distribute the Participant’s nonforfeitable Account Balance until such time as the Participant requests a distribution.

ARTICLE IX Miscellaneous A. Identification of Sponsor

The address and telephone number of the Sponsor’s authorized representative is Merrill Lynch Private Client Group, Retirement Plan Services, 1400 Merrill Lynch Drive – MSC 0403, Pennington, NJ 08534 and 1.800.637.7455.This authorized representative can answer inquiries regarding the adoption of the Plan, the intended meaning of any Plan provisions, and the effect of the opinion letter.The Sponsor will inform the adopting Primary Employer of any amendments made to the Prototype Plan or the discontinuance or abandonment of the Prototype Plan.

B. Plan registration

(1) Registration

This Plan must be registered with the Sponsor, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, in order to be considered a Prototype Plan by the Sponsor. Registration is required so that the Sponsor is able to provide the Primary Employer with material relevant to the ongoing compliance of the Plan documents with applicable law.The Primary Employer must complete and sign the Adoption Agreement. Upon receipt and acceptance by Merrill Lynch, Pierce, Fenner & Smith Incorporated of the Adoption Agreement, the Plan will be registered as a Prototype Plan of Merrill Lynch, Pierce, Fenner & Smith Incorporated.

(2) Annual Fee


C. Prototype Replacement Plan

This Adoption Agreement is a replacement prototype plan for the Merrill Lynch Prototype Defined Contribution Plan – Standardized Basic Profit Sharing Plan Adoption Agreement #03-009.

D. Reliance

Each Employer may rely on an opinion letter issued by the Internal Revenue Service as evidence that the Plan is qualified under Code §401 only to the extent provided in Rev. Proc. 2011-49 (as modified by Announcement 2011-82).An Employer who has ever maintained or who later adopts any other plan (including a welfare benefit fund, as defined in Code § 419(e), which provides post retirement medical benefits allocated to separate accounts for key employees, as defined in Code § 419(A)(d)(3), or an individual medical account, as defined in Code § 415 (I)(2)) in addition to this Plan may not rely on the opinion letter issued by the Internal Revenue Service with respect to the requirements of Code §§415 and 416.Each Employer may not rely on the opinion letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the opinion letter issued with respect to the Plan and in Rev. Proc. 2011-49 or subsequent IRS guidance.In order to have reliance in such circumstances or with respect to such qualification requirements, application for a determination letter must be made to Employee Plans Determinations of the Internal Revenue Service.

E. Plan document

This Adoption Agreement may only be used in conjunction with the Merrill Lynch Prototype Defined Contribution Plan and Trust Base Plan Document #03.

F. Proper completion of Adoption Agreement Failure to properly fill out this Adoption Agreement may result in the failure of the Plan to qualify under Internal Revenue Code §401(a). Each participating Employer and its independent legal and tax advisors are responsible for the adoption and qualification of this Plan and any related tax consequences.

G. Custodial relationship

This Plan shall be deemed to be a custodial arrangement with Merrill Lynch, Pierce, Fenner & Smith, Incorporated, as the Custodian as defined by Code §401(f). As a result, in the Merrill Lynch Prototype Defined Contribution Plan and Trust Base Plan Document #03, the word, “Custodian” shall replace the word, “Trustee”, wherever applicable. Additionally, if the Primary Employer is not a corporation, then no Trustee shall be appointed and the words, “Plan Administrator” shall replace the word, “Trustee” wherever applicable, or as required by law. * IMPORTANT NOTE: IN ORDER TO HAVE A LEGAL PLAN DOCUMENT, AN AUTHORIZED SIGNER MUST SIGN AND DATE THIS DOCUMENT

Primary Employer’s signature:

Signature of Sole Proprietor, Authorized Partner or Corporate Office

(Print or type name) ** IMPORTANT NOTE: IN ORDER TO HAVE A LEGALLY COMPLIANT DOCUMENT, THE ADOPTION

AGREEMENT MUST BE SIGNED, NO LATER THAN THE LAST DAY OF THE PLAN YEAR DURING WHICH THE RESTATEMENT IS EFFECTIVE AS LISTED ABOVE


Participating Employer’s signature: *** IMPORTANT NOTE: IF YOU ARE UNSURE AS TO WHETHER OR NOT THE “PARTICIPATING

EMPLOYER” SECTION APPLIES TO YOUR PLAN, CONSULT WITH YOUR TAX ADVISOR

1) (Authorized signature)


Dated: _________________________________________, 20_________ Title: _______________________________________________________

2) (Authorized Signature) (Print or Type Name)

Dated: _________________________________________, 20_________ Title: _______________________________________________________

[IF APPLICABLE, EACH TRUSTEE MUST SIGN, DATE AND PRINT THEIR NAME BELOW]

Acceptance by Trustee (For corporate Employers only)

The undersigned hereby accepts all of the terms, conditions, and obligations of appointment as Trustee under the Plan.




Acceptance by Custodian

Merrill Lynch, Pierce, Fenner & Smith Incorporated shall be deemed to have accepted this Adoption Agreement if it has received it and issued an account statement for the Plan.


[PRINT NAME OF AUTHORIZED SIGNER]

[INSERT MONTH AND DATE][INSERT LAST TWO DIGITS OF YEAR IN WHICH THIS DOCUMENT IS SIGNED]

[INSERT TITLE OF AUTHORIZED INDIVIDUAL WHO SIGNED THIS ADOPTION AGREEMENT]

6

Merrill Lynch Standardized Prototype Defined Contribution Plan RCMA Money Purchase Pension Plan Adoption Agreement(Complete and retain for your records.)

FOR OFFICE USE ONLY

Adoption of Money Purchase Pension PlanThe Primary Employer named below hereby establishes a Money Purchase Pension Plan, or amends its existing Money Purchase Pension Plan, by executing this agreement adopting the Merrill Lynch Standardized Prototype Defined Contribution Plan-RCMA Money Purchase Pension Plan. The Primary Employer has adopted the Prototype Plan in order to provide its Eligible Employees with a source of retirement income, as well as to provide assistance in other circumstances, such as death or disability. Any term used in this Adoption Agreement that is defined in the Prototype Plan shall have the meaning defined in the Prototype Plan.


contribution for each Plan year shall be made and allocated to the Employer Account of each Participant eligible to share in that allocation: [IF A. IS SELECTED, ENTER THE PERCENTAGE OF COMPENSATION TO BE ALLOWED BELOW]

______ % (at least 3% but not more than 100%) of the compensation for the Plan year of each Participant eligible for an allocation for that Plan year.

B. Employer contribution and integrated allocation The Plan is integrated with Social Security and the following Employer contribution for each Plan year shall be made and allocated to the Employer Account of each Participant eligible to share in that allocation (select one):[IF B. IS SELECTED, SELECT EITHER (1) OR (2) BELOW]Note: The percentages of compensation selected below must provide for a contribution that does not exceed the limits on contributions in Code Sections 415 and 404, or any other applicable limit described in the Plan.

❏❏ (1) Fixed allocation formula — For each Plan year, the Employer will contribute:

[IF (1) IS SELECTED, ENTER BELOW THE PERCENTAGE OF COMPENSATION UP TO THE TAXABLE WAGE BASE, AND THE PERCENTAGE OF COMPENSATION IN EXCESS OF THE TAXABLE WAGE BASE, TO BE CONTRIBUTED TO THE PLAN]_____ % (not less than 3%, the “Base Contribution Percentage”) of each eligible Participant’s compensation that is up to and including the Taxable Wage Base for the Plan year plus _____ % (not less than 3% and not to exceed the Base Contribution Percentage by more than the lesser of: the Base Contribution Percentage or 5.7%) of such Participant’s compensation in excess of the Taxable Wage Base.

❏❏ (2) Floating allocation formula — For each Plan year, the Employer will contribute:

[IF (2) IS SELECTED, ENTER THE PERCENTAGE OF COMPENSATION FOR EACH ELIGIBLE PARTICIPANT FOR THE PLAN YEAR BELOW]_____% (at least 3%) of the compensation for the Plan year of each eligible Participant. The amount contributed shall be allocated to the Employer Account of each eligible Participant as follows: (a) First, in the ratio that each such eligible Participant’s compensation for the Plan

year bears to the compensation for that Plan year of all eligible Participants, but not in excess of 3% of each Participant’s compensation.

(b) Second, any remaining contributions will be allocated in the ratio that each eligible Participant’s compensation for the Plan year in excess of the Taxable Wage Base bears to all such Participants’ excess compensation for the Plan year, but not in excess of 3%.

(c) Third, any remaining contributions will be allocated in the ratio that the sum of each Participant’s compensation and compensation in excess of the Taxable Wage Base bears to the sum of all Participants’ compensation and compensation in excess of the Taxable Wage Base, but not in excess of 2.7%.

(d) Fourth, any remaining contributions will be allocated in the ratio that each Participant’s compensation bears to all Participants’ compensation for that year.



Loans are:



ARTICLE IV Vesting[SELECT (1), (2) OR (3) AND, IF APPLICABLE, COMPLETE THE VESTING SCHEDULE USING THE MINIMUM YEARS OR PERCENTAGES PERMITTED BELOW.]A Participant shall have a vested percentage in his or her Employer Account equal to (select one):

❏❏ (1) 100% vesting immediately upon participation.

❏❏ (2) 100% vesting after ____ (not more than 3) years of Vesting Service.

If this Plan is a continuation or an amendment of a prior plan, all optional forms of benefits provided in the prior plan must be provided under this Plan and should be listed on an Addendum attached to this Adoption Agreement, unless permissibly eliminated or restricted under the terms of the Plan and IRS regulations or other guidance.


❏❏ (1) Performance of one (1) hour of service.


If more than 1 Year of Service is selected, immediate 100% vesting must be selected in Article IV of this Adoption Agreement.

ARTICLE II Contribution and account allocation [SELECT A. OR B., AS APPLICABLE] A. Employer contribution and non-integrated allocation The Plan is not integrated with Social Security and the following Employer

PLAN I.D. NUMBER




City State ZIP Code

Telephone number



Plan name: (e.g., XYZ Company Money Purchase Pension Plan)

Plan number:



FOR ASSISTANCE IN UNDERSTANDING THE PROVISIONS CONTAINED WITHIN THIS DOCUMENT, CONTACT THE RESTATEMENT SUPPORT DESK AT 844.322.6644. FOR ADVICE, CONTACT YOUR LEGAL OR TAX ADVISOR.

[Enter Plan I.D. number]












7

❏❏ (3) ____ % after 1 year of Vesting Service;

____ % (not less than 20%) after 2 years of Vesting Service;




100% after 6 years of Vesting Service.

ARTICLE V Investment direction All assets of the Trust Fund shall be: [SELECT EITHER (1) OR (2) BELOW TO REFLECT WHO SELECTS THE INVESTMENTS AVAILABLE TO EACH PARTICIPANT IN THE PLAN.]

❏❏ (1) Trustee directed.

❏❏ (2) Participant directed.

ARTICLE VI Distributions & withdrawals Cash-out of small amounts

The Plan shall not distribute the Participant’s nonforfeitable Account Balance until such time as the Participant requests a distribution.

ARTICLE VII Miscellaneous A. Legal status This Prototype Plan and Adoption Agreement are important documents with legal and tax implications for which the Sponsor does not assume responsibility. The Primary Employer is urged to consult with its own attorney with regard to the adoption of this Plan and its suitability to its circumstances. Failure to properly fill out this Adoption Agreement may result in disqualification of the Plan.

B. Identification of Sponsor The address and telephone number of the Sponsor’s authorized representative is Merrill Lynch Private Client Group, Employer Plan Retirement Solutions, 1400 Merrill Lynch Drive, MSC-0404, Pennington, NJ 08534 and 1.800.637.9262. This authorized representative can answer inquiries regarding the adoption of the Plan, the intended meaning of any Plan provisions, and the effect of the opinion letter. Clients should have their account number ready when calling.The Sponsor will inform the adopting Primary Employer of any amendments made to the Prototype Plan or the discontinuance or abandonment of the Prototype Plan.

C. Plan registration (1) Registration This Plan must be registered with the Sponsor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, in order to be considered a Prototype Plan. Registration is required so that the Sponsor is able to provide the Primary Employer with material relevant to the ongoing compliance of the Plan documents with applicable law. The Primary Employer must complete and sign the Adoption Agreement. Upon receipt and acceptance by Merrill Lynch, Pierce, Fenner & Smith Incorporated of the Adoption Agreement, the Plan will be registered as a Prototype Plan of Merrill Lynch, Pierce, Fenner & Smith Incorporated.

(2) Annual Fee Effective with the initial registration, and annually thereafter, an annual registration fee will be due the Sponsor in the amount set forth to the Primary Employer. The Sponsor reserves the right to change this fee from time to time and will provide written notice in advance of any change. The adopting Primary Employer authorizes Merrill Lynch, Pierce, Fenner & Smith Incorporated, to debit the account established for the Plan for payment of this annual fee.

D. Prototype Replacement Plan This Adoption Agreement is a replacement prototype plan for the Merrill Lynch Prototype Defined Contribution Plan – Standardized RCMA Money Purchase Pension Plan Adoption Agreement #03-010.

E. Reliance Each Employer may rely on an opinion letter issued by the Internal Revenue Service as evidence that the Plan is qualified under Code §401 only to the extent provided in Rev. Proc. 2011-49 (as modified by Announcement 2011-82).

An Employer who has ever maintained or who later adopts any other plan (including a welfare benefit fund, as defined in Code § 419(e), which provides post retirement medical benefits allocated to separate accounts for key employees, as defined in Code § 419(A)(d)(3), or an individual medical account, as defined in Code § 415 (I)(2)) in addition to this Plan may not rely on the opinion letter issued by the Internal Revenue Service with respect to the requirements of Code §§415 and 416.

Each Employer may not rely on the opinion letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the opinion letter issued with respect to the Plan and in Rev. Proc. 2011-49 or subsequent IRS guidance.

In order to have reliance in such circumstances or with respect to such qualification requirements, application for a determination letter must be made to Employee Plans Determinations of the Internal Revenue Service.

F. Plan document This Adoption Agreement may only be used in conjunction with the Merrill Lynch Prototype Defined Contribution Plan and Trust Base Plan Document #03.

* IMPORTANT NOTE: IN ORDER TO HAVE A LEGAL PLAN DOCUMENT, AN AUTHORIZED SIGNER MUST SIGN AND DATE THIS DOCUMENT

Primary Employer:

By: (Signature)






1) By: (Signature)


Dated: _________________________________________, 20_________ Title: _______________________________________________________

2) By: (Signature)


Dated: _________________________________________, 20_________ Title: _______________________________________________________

Acceptance by Trustee[IF APPLICABLE, EACH TRUSTEE MUST SIGN, DATE AND PRINT THEIR NAME BELOW]The undersigned accepts all of the terms, conditions, and obligations of appointment as Trustee under the Plan.

(Signature) (Date)


(Signature) (Date)


(Signature) (Date)




[INSERT MONTH AND DATE] [INSERT LAST TWO DIGITS OF YEAR IN WHICH THIS DOCUMENT IS SIGNED]


8

Merrill Lynch Standardized Prototype Defined Contribution Plan RCMA 401(k) Profit Sharing Plan Adoption Agreement(Complete and retain for your records.)

FOR OFFICE USE ONLY

Adoption of Profit Sharing PlanThe Primary Employer named below hereby establishes a 401(k) Profit Sharing Plan, or amends, its existing 401(k) Profit Sharing Plan, by executing this agreement adopting the Merrill Lynch Standardized Prototype Defined Contribution Plan — RCMA 401(k) Profit Sharing Plan. The Primary Employer has adopted the Prototype Plan in order to provide its Eligible Employees with a source of retirement income, as well as to provide assistance in other circumstances, such as death or disability. Any term used in this Adoption Agreement that is defined in the Prototype Plan shall have the meaning defined in the Prototype Plan.


ARTICLE II Contribution and account allocation A. Employer contributions

The Employer contribution for each Plan year shall be such an amount, if any, as determined by the Employer.

B. Allocation of contributions (select one): [SELECT (1) OR (2) BELOW]

❏❏ (1) Allocation of non-integrated Employer contributions

The Employer Account of each Participant eligible to share in the allocation for a Plan year shall be credited with a portion of that contribution equal to the ratio that the Participant’s compensation for the Plan year bears to the compensation for that Plan year of all Participants entitled to share in the contribution.

❏❏ (2) Allocation of integrated Employer contributions

Employer contributions with respect to a Plan year plus any forfeitures shall be allocated to the Employer Account of each eligible Participant as follows: (a) First, in the ratio that each such eligible Participant’s compensation for the Plan

year bears to the compensation for that Plan year of all eligible Participants, but not in excess of 3% of each Participant’s compensation.

(b) Second, any remaining contributions and forfeitures will be allocated in the ratio that each eligible Participant’s compensation for the Plan year in excess of the Taxable Wage Base bears to all such Participants’ excess compensation for the Plan year, but not in excess of 3%.

(c) Third, any remaining contributions and forfeitures will be allocated in the ratio that the sum of each Participant’s compensation and compensation in excess of the Taxable Wage Base bears to the sum of all Participants’ compensation and compensation in excess of the Taxable Wage Base, but not in excess of 2.7%.

(d) Fourth, any remaining contributions or forfeitures will be allocated in the ratio that each Participant’s compensation bears to all Participants’ compensation for that year.



Loans are:



ARTICLE IV Vesting [SELECT (1), (2) OR (3) AND, IF APPLICABLE, COMPLETE THE VESTING SCHEDULE USING THE MINIMUM YEARS OR PERCENTAGES PERMITTED BELOW]

A Participant shall have a vested percentage in his or her Employer Account equal to (select one):

❏❏ (1) 100% vesting immediately upon participation.

❏❏ (2) 100% vesting after ____ (not more than 3) years of Vesting Service.

❏❏ (3) ____ % after 1 year of Vesting Service;





100% after 6 years of Vesting Service.

If this Plan is a continuation or an amendment of a prior plan, all optional forms of benefits provided in the prior plan must be provided under this Plan and should be listed on an Addendum attached to this Adoption Agreement, unless permissibly eliminated or restricted under the terms of the Plan and IRS regulations or other guidance.

ARTICLE I Participation requirement An Eligible Employee must meet the following requirements to become a Participant (select all that are relevant): [IF (2), (3) OR (4) IS SELECTED, YOU MUST ENTER THE AGE (NOT GREATER THAN 21) AND THE NUMBER OF YEARS (NOT GREATER THAN 2)]

❏❏ (1) Performance of one (1) hour of service.

❏❏ (2) Profit Sharing Contributions: Attainment of age _________ (maximum 21) and completion of ___________(insert 0, 1, or 2) years of service.

❏❏ (3) Pre-Tax Contributions: Attainment of age _________ (maximum 21) and completion of ___________(insert 0 or 1) year of service.

❏❏ (4) Matching Contributions: Attainment of age _________ (maximum 21) and completion of ___________(insert 0, 1, or 2) years of service.

If more than 1 year of service is selected, immediate 100% vesting must be selected in Article IV of this Adoption Agreement. Also, the Code Section 401(k) provisions cannot provide an eligibility requirement of more than one year of service.

PLAN I.D. NUMBER




City State ZIP Code

Telephone number



Plan name: (e.g., XYZ Company Profit Sharing Plan)

Plan number:



FOR ASSISTANCE IN UNDERSTANDING THE PROVISIONS CONTAINED WITHIN THIS DOCUMENT, CONTACT THE RESTATEMENT SUPPORT DESK AT 844.322.6644. FOR ADVICE, CONTACT YOUR LEGAL OR TAX ADVISOR.

[Enter Plan I.D. number]












9

ARTICLE V Investment direction All assets of the Fund shall be:

[SELECT EITHER (1) OR (2) BELOW TO REFLECT WHO SELECTS THE INVESTMENTS AVAILABLE TO EACH PARTICIPANT IN THE PLAN.]

❏❏ (1) Trustee directed.

❏❏ (2) Participant directed.

ARTICLE VI 401(k) features [IF YOU DO NOT WANT TO INCLUDE A 401(K) FEATURE (PRE-TAX) IN YOUR PLAN, SELECT A(3) AND B(2) BELOW.][IF YOU WANT TO ADD A 401(K) FEATURE OR ARE RESTATING A 401(K) PLAN ONTO THIS DOCUMENT, COMPLETE ARTICLE VI A(1) AND (2) BELOW.]

A. Pre-Tax Contributions (select (1) or (3) below, and if select (1) you can also select (2)):

[IF YOUR PLAN CONTAINS A PRE-TAX FEATURE, ENTER THE PERCENTAGE OF EACH PARTICIPANT’S PLAN COMPENSATION THAT CAN BE DEFERRED.]

❏❏ (1) Pre-Tax contributions are permitted under the Plan and may be made by a Participant in an amount equal to a percentage of the Participant’s Plan compensation, as specified by the Participant in his or her Pre-Tax Election, which may not exceed ____% (may not exceed 100%) of his or her Plan compensation.

[IF YOUR PLAN CONTAINS A PRE-TAX FEATURE, SELECT WHETHER OR NOT CATCH-UP CONTRIBUTIONS ARE PERMITTED. A PARTICIPANT WHO ATTAINS AGE 50 DURING THE CALENDAR YEAR MAY MAKE ADDITIONAL CONTRIBUTIONS TO THE PLAN IF CATCH-UP CONTRIBUTIONS APPLY.]

❏❏ (2) Catch-up Contributions (select one if you elected (1) above):

❏❏ (a) shall apply

❏❏ (b) shall not apply.

[SELECT (3) IF YOUR PLAN DOES NOT INCLUDE A PRE-TAX FEATURE]

❏❏ (3) Pre-Tax contributions are not permitted under the Plan.

B. Matching contributions [IF THE PLAN HAS A PRE-TAX FEATURE AND YOU WANT TO MATCH PARTICIPANT CONTRIBUTIONS, SELECT (1).]

❏❏ (1) The Primary Employer may, in its sole discretion, determine the Discretionary Matching contribution equal to such a dollar amount or percentage of Pre-Tax Contributions, as determined by the Primary Employer, which shall be allocated in an amount equal to a discretionary percentage or amount of each Participant’s Pre-Tax contributions to be determined by the Employer for each Plan year.

[IF THE PLAN DOES NOT CONTAIN A PRE-TAX FEATURE OR YOU DO NOT WANT TO MATCH PARTICIPANT CONTRIBUTIONS, SELECT (2)]

❏❏ (2) Matching contributions are not permitted under the Plan.

C. ADP Test and ACP Test [IF THE PLAN CONTAINS A PRE-TAX FEATURE, SELECT (1) OR (2) BELOW. IF SAFE HARBOR CONTRIBUTIONS WILL APPLY UNDER ARTICLE VII., THE CURRENT YEAR UNDER (1) BELOW, MUST BE SELECTED.][IF YOUR PLAN DOES NOT CONTAIN A PRE-TAX FEATURE, SKIP THIS SECTION C.]

The ADP Test of Section 3.4.2 (B) of the Base Plan Document and the ACP Test under #Section 3.5 (A) of the Base Plan Document shall be applied using the ADP and ACP of Nonhighly Compensated Employees for the (select one):

❏❏ (1) current Plan year effective for Plan years beginning on and after ____.

❏❏ (2) immediately preceding Plan year.

Note: An election to use the current Plan year data may not be changed unless (1) the Plan has been using the current year testing method for the preceding 5 Plan years, or if less, the number of Plan years the Plan has been in existence; or (2) the Plan otherwise meets one of the requirements of Treas. Reg. Section 1.401(k)-2(c) or Section 1.401(m)-2(c)(or superseding guidance) for changing from the current year testing method. Legal advice should be obtained prior to changing a current year data election under this Article.

ARTICLE VII Safe Harbor provisions [IF THE PLAN CONTAINS A PRE-TAX FEATURE, SELECT WHETHER OR NOT SAFE HARBOR CONTRIBUTIONS APPLY.][IF THE PLAN DOES NOT CONTAIN A PRE-TAX FEATURE OR IF SAFE HARBOR CONTRIBUTIONS WILL NOT APPLY, OR IF THE PLAN COVERS ONLY AN OWNER, SELECT (2).]

A. Safe Harbor contributions

The Safe Harbor Method CODA provisions of Section 3.14 of the Base Plan Document:

❏❏ (1) apply.

❏❏ (2) do not apply.

B. ADP/ACP Test Safe Harbor contributions [IF SAFE HARBOR CONTRIBUTIONS APPLY, SELECT BASIC OR NONELECTIVE CONTRIBUTIONS.][IF SAFE HARBOR CONTRIBUTIONS DO NOT APPLY, SKIP TO ARTICLE VIII.][IF OWNER ONLY, SKIP TO ARTICLE VIII]

The Employer contribution used to satisfy the Safe Harbor provision (select one):

❏❏ (1) Basic Matching Contributions

The Employer shall make Basic Matching contributions equal to 100% of the first 3% of the Eligible Participant’s Plan compensation contributed as Elective Deferral contributions and 50% of the next 2% of the Eligible Participant’s Plan compensation contributed as Elective Deferral contributions and shall be based upon (select one): [IF BASIC MATCHING CONTRIBUTIONS ARE SELECTED, ELECT THE TIMEFRAME UPON WHICH THESE CONTRIBUTIONS ARE BASED.]

❏❏ (a) each payroll period.

❏❏ (b) the Plan year.

❏❏ (2) Safe Harbor Nonelective contributions

[IF SAFE HARBOR NONELECTIVE CONTRIBUTIONS IS SELECTED, ELECT WHETHER OR NOT THESE CONTRIBUTIONS WILL BE MADE OR MAY BE MADE AND ENTER A PERCENTAGE OF NO LESS THAN 3%.]

❏❏ (a) the Employer will make a Safe Harbor Nonelective contribution to the Account of each Eligible Participant in an amount equal to ______ % (at least 3%) of the Eligible Participant’s Plan compensation for the Plan year.

❏❏ (b) the Employer may make a Safe Harbor Nonelective Contribution to the Account of each Eligible Participant in an amount equal to ______ % (at least 3%) of the Eligible Participant’s Plan compensation for the Plan year.

Note: The Safe Harbor Nonelective Contribution cannot be allocated on an integrated basis.Note: If Plan year is selected in (1) above and the funding frequency is more frequently than annually, a “true-up” contribution shall be required after the last day of the Plan year. Additionally, if this Plan does not satisfy the notification, contribution and vesting requirements of a Safe Harbor plan, then no subsequent Safe Harbor Contributions will be made for that Plan year and ADP and/or ACP testing may be required for that Plan year.

ARTICLE VIII Distributions & withdrawals A. In-service withdrawals

[SELECT WHETHER OR NOT IN-SERVICE WITHDRAWALS ARE PERMITTED FROM THE PLAN BELOW]

❏❏ (1) In-service distributions may be made from any of the Participant’s vested Accounts, at any time upon or after the occurrence of the following events (select all applicable):

❏❏ (a) Participant’s attainment of age 59½.

❏❏ (b) January 1 of the calendar year in which the Participant attains age 70½.

❏❏ (2) In-service distributions are not permitted (subject to Section 5.7.3 of the Plan).

10

[SELECT WHETHER OR NOT HARDSHIP DISTRIBUTIONS ARE PERMITTED FROM THE PLAN BELOW]B. Hardship distributions Hardship distributions are:

❏❏ permitted and shall be made from the vested portion of a Participant’s Accounts as provided in Section 5.9.

❏❏ not permitted.

C. Cash-out of small amounts The Plan shall not distribute the Participant’s nonforfeitable Account Balance until such time as the Participant requests a distribution.

ARTICLE IX Self-Employed Only Plans

If this Plan is used to benefit only self-employed individual(s) (including through the family attribution rules under the Internal Revenue Code), as defined in Section 1.98 of the Base Plan and Trust Document, then only those provisions in this Adoption Agreement and the Base Plan and Trust Document that are applicable to such a self-employed individual(s) as required by applicable law shall apply to this Plan.

ARTICLE X Miscellaneous A. Legal status

This Prototype Plan and Adoption Agreement are important documents with legal and tax implications for which the Sponsor does not assume responsibility. The Primary Employer is urged to consult with its own attorney with regard to the adoption of this Plan and its suitability to its circumstances. Failure to properly fill out this Adoption Agreement may result in disqualification of the Plan.

B. Identification of Sponsor

The address and telephone number of the Sponsor’s authorized representative is Merrill Lynch Private Client Group, Employer Plan Retirement Solutions, 1400 Merrill Lynch Drive, MSC-0404, Pennington, NJ 08534 and 1.800.637.9262. This authorized representative can answer inquiries regarding the adoption of the Plan, the intended meaning of any Plan provisions, and the effect of the opinion letter. Clients should have their account number ready when calling.The Sponsor will inform the adopting Primary Employer of any amendments made to the Prototype Plan or the discontinuance or abandonment of the Prototype Plan.

C. Plan registration

(1) Registration

This Plan must be registered with the Sponsor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, in order to be considered a Prototype Plan. Registration is required so that the Sponsor is able to provide the Primary Employer with material relevant to the ongoing compliance of the Plan documents with applicable law. The Primary Employer must complete and sign the Adoption Agreement. Upon receipt and acceptance by Merrill Lynch, Pierce, Fenner & Smith Incorporated of the Adoption Agreement, the Plan will be registered as a Prototype Plan of Merrill Lynch, Pierce, Fenner & Smith Incorporated.

(2) Annual Fee


D. Prototype Replacement Plan

This Adoption Agreement is a replacement prototype plan for the Merrill Lynch Prototype Defined Contribution Plan – Standardized RCMA 401(K) Profit Sharing Plan Adoption Agreement #03-011.

E. Reliance Each Employer may rely on an opinion letter issued by the Internal Revenue Service as evidence that the Plan is qualified under Code §401 only to the extent provided in Rev. Proc. 2011-49 (as modified by Announcement 2011-82).

An Employer who has ever maintained or who later adopts any other plan (including a welfare benefit fund, as defined in Code § 419(e), which provides post retirement medical benefits allocated to separate accounts for key employees, as defined in Code § 419(A)(d)(3), or an individual medical account, as defined in Code § 415 (I)(2)) in addition to this Plan may not rely on the opinion letter issued by the Internal Revenue Service with respect to the requirements of Code §§415 and 416.

Each Employer may not rely on the opinion letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the opinion letter issued with respect to the Plan and in Rev. Proc. 2011-49 or subsequent IRS guidance.

In order to have reliance in such circumstances or with respect to such qualification requirements, application for a determination letter must be made to Employee Plans Determinations of the Internal Revenue Service.

F. Plan document This Adoption Agreement may only be used in conjunction with the Merrill Lynch Prototype Defined Contribution Plan and Trust Base Plan Document #03.

*IMPORTANT NOTE: IN ORDER TO HAVE A LEGAL PLAN DOCUMENT, AN AUTHORIZED SIGNER MUST SIGN AND DATE THIS DOCUMENT

Primary Employer:

By: (Signature)






1) By: (Signature)


Dated: _________________________________________, 20_________ Title: _______________________________________________________

2) By: (Signature)


Dated: _________________________________________, 20_________ Title: _______________________________________________________

Acceptance by Trustee

[IF APPLICABLE, EACH TRUSTEE MUST SIGN, DATE AND PRINT THEIR NAME BELOW]

The undersigned accepts all of the terms, conditions, and obligations of appointment as Trustee under the Plan.

(Signature) (Date)


(Signature) (Date)


(Signature) (Date)




[INSERT MONTH AND DATE][INSERT LAST TWO DIGITS OF YEAR IN WHICH THIS DOCUMENT IS SIGNED]


PPA RESTATEMENT INSTRUCTION BOOK - BofA Securities

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