Washington Saves Governing Board 1

EXHIBIT D

AGREEMENT FOR SERVICES

*NOTE: Provisions reflecting Services not applicable to the Award will be revised or removed accordingly as the context requires (e.g., Investment Advisory Services will be removed from any Agreement awarded to a Program Administrator). In that event internal section references will be conformed.

This Agreement for Services is entered as of [date] (the “Effective Date”) by and between the Washington Saves Governing Board and [__________________] (“Contractor”).

ARTICLE 1. DEFINITIONS; RULES OF CONSTRUCTION

1. Definitions and Rules of Construction.

(a) Definitions. The following terms used in this Agreement will have the respective meanings set forth below.

“Account” means an individual retirement account or individual retirement annuity under Sections 408(a), 408(b), or 408A of the Code established pursuant to the Act.

“Account Owner” means any individual who is contributing to, or has a balance credited in, an Account through the Program. “Account Owner” has the same meaning as “individual participant” under the Act.

“Act” means the Revised Code of Washington 19.05. as amended or recodified from time to time.

“Administrative Account” means the Washington saves administrative trust account created by RCW 19.05.110.

“Administrative Agency” means the state agency or office that will provide administrative support to the governing board per RCW 19.05.

“Administrative Performance Criteria” means the performance standards and benchmarks applicable to the administrative and management services provided under this Agreement not otherwise subject to evaluation under the Marketing Performance Criteria or Investment Performance Criteria, including without limitation those services provided under Article 6 and Article 9 as may be approved by Washington Saves.

“Administrative Services” has the meaning set forth in Section 8.1.

“Affiliate” means, with respect to an entity, any other entity that controls, is controlled by, or is under common control with, the subject entity or any successor thereto. The term “control” (including its correlative meanings “controlled by” and “under common control with”) means direct or indirect ownership of 50% or more of an entity's outstanding voting securities. The term “voting security” means any security presently entitling the owner or holder thereof to vote for the election of directors of such entity. For the avoidance of doubt, securities held by an entity in a fiduciary capacity on behalf of one or more client accounts shall be excluded from the foregoing 50%.

“Agreement” means this Agreement entered into between Washington Saves and Contractor, including all schedules, appendices, and exhibits appended to or incorporated by reference, and includes the Competitive Solicitation and the Contractor’s Proposal, which are attached and incorporated by this reference.

“AI Tools” means any and all types and techniques of artificial intelligence and artificial intelligence software, systems (open source or commercial), platform, application, algorithms, and technologies that can sense, comprehend, act and learn, including but not limited to, the following (i) machine learning; (ii) natural language processing; (iii) artificial neural networks; (iv) expert systems; (v) deep learning; (vi) fuzzy logic; (vii) robotic cognitive automation; (viii) text, visual, interactive, analytic and functional artificial intelligence, (ix) statistical models, and (x) similar technologies that can be used to improve efficiency or customer engagement, by substituting, augmenting or replacing the activities, roles, responsibilities and functions performed by human beings, including, but not limited to, influencing or informing decision-making, profiling, making predictions or recommendations, or generating content (such as text, images, videos, or sounds).

“Allocation Guidelines” has the meaning ascribed to it in Section 6.A.4 of the Agreement.

“Annual Account Fees” means the per Account fees payable to Contractor for Services as set forth in Section 9.2 and Schedule 9.2 of the Agreement.

“Annual Marketing Commitment” means the annual amount that Contractor commits to be used for marketing and promotional expenditures to market the Program as set forth in Section 7.2 and Schedule 7.2.

“Annual Marketing Plan” means the annual plan for marketing and promotion of the Program as may be approved by Washington Saves.

“Award” means the award of the contract pursuant to the Competitive Solicitation .

“Beneficiary” means the person or persons entitled to receive all or a portion of the Account in the event of the Account Owner’s death.

“Board” means the Washington Saves Governing Board established pursuant to the Act.

“Business Day” means a day on which the New York Stock Exchange is open for trading.

“Code” shall the mean the United States Internal Revenue Code, as amended from time to time.

“Competitive Solicitation” means Competitive Solicitation – No. 2027-01 for Washington Saves Program Administration and Investment Management Services Contracts Awarded By Specified Contract Category.

“Confidential Information” means the information deemed confidential for purposes of this Agreement as set forth under Article 13.

“Confidentiality Program and Privacy Policy” has the meaning ascribed to it in Article 13.

“Contractor” means [_______________] and includes where applicable Contractor’s Affiliates, employees, agents, and subcontractors.

“Contractor's Proposal” means Contractor's response to the Competitive Solicitation and any additional materials supplied to Washington Saves prior to the Award.

“Covered Employee” means an individual who is 18 years of age or older, who is employed by a covered employer.

“Covered Employer” means any employer that: (a) has been in business in this state for at least two years as of the immediately preceding calendar year; (b) maintains a physical presence; (c) does not offer a qualified retirement plan; and (d) employs, and at any point during the immediately preceding calendar year employed, employees working a combined minimum of 10,400 hours.

“ERISA” means The Employee Retirement Income Security Act of 1974, as amended from time to time.

“Enterprise Services” means the Washington State Department of Enterprise Services.

“ETFs” means exchange-traded funds.

“DFI” means the Washington State Department of Financial Institutions.

“FINRA” means the Financial Industry Regulatory Authority.

“Governmental Authority” means any federal, state, local, municipal or other governmental department, commission, district, board, bureau, agency, regulatory body, court, tribunal or other instrumentality (or any officer or representative thereof) with competent jurisdiction over Contractor or the Program.

“Individual Retirement Account” or “IRA” means an individual retirement account or individual retirement annuity under Sections 408(a), 408(b), or 408A of the Code.

“Initial Term” means the initial term of this Agreement stated in Section 14.1.

“Intellectual Property Rights” means any and all rights and registrations (including all renewals and extensions thereof) of a party existing from time to time under patent law, copyright law, trade-secret law, trademark law, moral rights law, unfair competition law, or similar rights in the United States of America and throughout the world.

“Investment Account” means the Washington Saves Investment Account established by Revised Code of Washington section 19.05.120.

“Investment Account Services” means the services described in Section 6.1.

“Investment Advisory Services” means the investment advisory services to be provided under the Agreement.

“Investment Options” means the options, including a default option, for investment of Accounts in the Investment Account, to be made available in accordance with Contractor's Proposal and this Agreement. Each Investment Option shall be a segregated investment portfolio of the Investment Account.

“Investment Performance Criteria” has the meaning ascribed to it in Section 6.A.2(a).

“Investment Policy Statement” means the investment policy established for the Program by Washington Saves, as such Policy Statement may be revised by Board from time to time.

“IRA Custodian” a Person acting as trustee or custodian of each IRA established under the Program, and performs the duties required under IRA Requirements including without limitation processing Account Owner instructions as directed, issuing Account statements, fulfilling the IRS reporting requirements, and other responsibilities.

“IRA Requirements” means all federal tax laws, regulations, court decisions, and IRS guidance applicable to IRAs, including without limitation the regulations and guidance applicable to payroll deduction IRAs.

“IRS” means the Internal Revenue Service.

“Key Personnel” has the meaning ascribed to it in Section 3.4 hereof.

“Marketing Performance Criteria” means the performance standards applicable to the Marketing Services approved by Washington Saves.

“Marketing Plan” means the annual plan for marketing and promotion of the Program approved by Washington Saves.

“Marketing Services” means the marketing services to be provided by Contractor in connection with the Program as required by the Competitive Solicitation and provided in this Agreement.

“Monitoring Procedures” means Monitoring Procedures as described in Section 6.A.2(d) and approved by Washington Saves.

“MSRB” means the Municipal Securities Rulemaking Board.

“Net Asset Value” or “NAV” means the value of each unit of each Underlying Investment and each Investment Option at the close of trading on every Business Day.

“Participation Agreement” means the agreement to be entered into by the IRA Custodian and a prospective Account Owner in a form mutually approved by Washington Saves and the IRA Custodian, as amended from time to time.

“Person” means a natural person or any entity.

“Personal Information” has the same meaning as under RCW 19.255.005(2)(a), as in effect as of the Effective Date of this Agreement.

“Program” means the Washington saves IRA retirement savings program, including a pilot program, established under the Act.

“Program Assets” all assets contributed to the Program from any source.

“Program Disclosure Statement” means the offering document or documents, including the Participation Agreement, all exhibits, attachments or ancillary documents, and any amendments or supplements thereto, distributed in hard copy or electronic form, describing the Program, for distribution to Account Owners or their representatives in connection with the opening of an Account and entering into a Participation Agreement, which shall include the information required by the Act and otherwise required under applicable law.

“Program Launch Date” means the date when all conditions of the Program Launch have been satisfied in accordance with the terms of Article 5 of this Agreement.

“Program Lists” means all lists, compilations and summaries of Account Owners, Beneficiaries, Covered Employees, Covered Employers, and Prospects.

“Program Management Fee” means the management fee payable to Contractor for all Services under this Agreement as set forth in Section 9.1 of this Agreement.

“Program Materials” means all promotional materials (including press releases), media materials and other documents and materials in hard copy or electronic form used in connection with management, [investment,] administration, marketing of the Program, including any marketing plans and materials, the Program Disclosure Statement, the Participation Agreement, the address and domain name of and content included on any Program Website, the enrollment kits, the applications used to establish Accounts, and other materials necessary for the implementation of the Program.

“Program Records” means the Program records as set forth in Section 12.1of this Agreement.

“Program Website(s)” means the website(s) established and maintained by Contractor specific to the Program.

“Program Year” means the twelve (12) month period commencing each January 1 and ending each December 31.

“Prospects” means Persons requesting information or making inquiries as to the Program.

“Regulatory Body” means the MSRB, FINRA and any other state or federal entity or association that regulates the activities of Contractor.

“SEC” means the United States Securities Exchange Commission.

“Securities Law Requirements” means at the time of determination, with respect to the Services or the administration of any underlying investment: (i) all requirements of any applicable federal or state securities law, and (ii) any judicial judgment, decree, injunction, writ, settlement, order or administrative ruling, order or determination by any Governmental Authority or Regulatory Body enforcing or interpreting any federal or state securities law.

“Services” means the Administrative Services, Investment Account Services, Marketing Services, and Investment Advisory Services in each case provided with respect to the Program in accordance with this Agreement.

“Scope of Work” means the scope of work included in the Competitive Solicitation.

“State” means the State of Washington, its constitutional officers and their staff and, in certain instances, the Board acting on behalf of the State.

“Term” means the Initial Term together with any extension applicable in accordance with Section 14.1 of this Agreement.

“Third-party Service Providers” means any non-affiliated entities or individual Persons to whom or which Contractor has delegated the obligations to provide Services pursuant to this Agreement.

“Underlying Investments” means those mutual funds, ETFs, or other investment vehicles in which the assets of the Investment Options are invested.

“Washington Saves” means the Program as administered by the Board.

“Washington Saves Administrative Fee” means the administrative fee payable to the Board from the Investment Account described in Section 9.4 of this Agreement.

“Washington Saves Program Manager” means the then current Washington Saves Program Manager, or similar designee, of the Board.

“Withdrawal” means a distribution from an Account without regard to how the proceeds of such distribution will be used.

(b) Rules of Construction.

For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(i) In the event there are any inconsistencies or ambiguities among the terms of this Agreement and incorporated documents, the following order of precedence shall be used: (i) the terms and conditions of this Agreement; (ii) the Competitive Solicitation, exclusive of the Scope of Work; (iii) Contractor's Proposal; and (iv) the Scope of Work. In the event of an inconsistency between a specific term of this Agreement and applicable law, applicable law will control.

(ii) When used in this Agreement, the term “applicable law” expressly includes all Securities Law Requirements, IRA Requirements, applicable provisions of the Code and related regulations, and applicable interim and final regulations or orders of a Governmental Authority of Regulatory Body, all as may be amended or recodified from time to time.

(iii) Singular words will connote the plural as well as the singular, and vice versa (except as indicated), as may be appropriate.

(iv) Unless otherwise indicated, references within this Agreement to articles, sections, paragraphs or clauses are references to articles, sections, paragraphs or clauses in or to this Agreement. The words “herein,” “hereof” and “hereunder” and other words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular article, section, paragraph or clause. References to any Person will include such Person, its successors and permitted assigns.

(v) Whenever an action or forbearance by the Board or Washington Saves is required or permitted hereunder, such action or forbearance may be made by the Washington Saves Program Manager.

ARTICLE 2. ENGAGEMENT OF THE CONTRACTOR TO PROVIDE SERVICES

2.1 Engagement by the Board.

The Board hereby appoints Contractor to provide the Services, all as described herein. Contractor accepts its appointment and agrees to perform its Services in accordance with the terms and conditions of this Agreement. Contractor agrees that it shall cooperate with Washington Saves and its contractors, consultants, advisors, auditors or legal counsel designated to review, evaluate or otherwise advise regarding the Program.

2.2 General Duties

(a) Contractor will serve as IRA Custodian and provide overall management services for the investment, compliance, marketing, administration, recordkeeping and customer service functions of the Program in in a responsive, accessible, and in compliance with established performance standards approved by Washington Saves, applicable law, and the terms of this Agreement.

(b) Contractor will ensure that the Services, including management of the Program, are provided in compliance with all applicable law, including without limitation, the IRA Requirements and Securities Law Requirements, the Competitive Solicitation, the Contractor’s Proposal, and the Program terms to the satisfaction of Washington Saves.

(c) On an ongoing basis, Contractor will monitor for legal and regulatory changes that may materially affect the Program or the delivery of Services to Account Owners and the Program. In the event any such legal or regulatory change occurs, Contractor will provide Washington Saves with timely written notice including recommendations for amendments or supplements to the Program processes and Program Materials, as needed.

(d) Contractor shall perform its duties consistent with the IRA custodial account agreement and IRA disclosure statement and the duties required under the IRA Requirements, including without limitation processing Account Owner instructions as directed, issuing Account statements, fulfilling the IRS reporting requirements, and other responsibilities.

(e) Contractor must adhere to Washington Saves’ applicable standards and policies, as and when adopted by Washington Saves. The Contractor shall comply with the Americans with Disabilities Act (“ADA”) and Section 508 of the Rehabilitation Act and the regulations thereunder for any disclosures, plan descriptions, Participation Agreements and Program forms, and any Program Website.

(f) The Contractor shall take all appropriate and necessary actions to ensure the Program is positioned to receive funds from the Saver's Match provisions of the SECURE 2.0 Act, and any other similar initiatives, as applicable, ensuring participants can qualify for federal matching contributions.

(g) All work to be performed by Contractor may be reviewed by Washington Saves. Such review will not relieve Contractor of any liability in connection with such work.

(h) Contractor will provide a complete and fully documented administration and operations manual that will include current and up to date contact information for all service providers and subcontractors. It will include documentation and copies of all legally required compliance activities, including those that are investment related.

(i) Contractor shall design and provide the Services under this Agreement to accommodate, if applicable, Washington Saves’ decision to enter into agreements with other states and their agencies to achieve greater economies of scale through shared resources. The Contractor and Washington Saves will collaborate to structure such agreements to permit states to join, participate, and if applicable, exit such arrangements in an efficient and mutually beneficial manner in accordance with applicable law.

2.3 Project Management Responsibilities. Contractor will be responsible for the project management of all deliverables under this Agreement, including without limitation: (i) adequately staffing projects (including Root Cause Analyses described in Section 2.4) commensurate with the size, scope, and complexity of the deliverable, (ii) creating and updating project schedules with key tasks, assumptions, roles and responsibilities, due dates, and project completion dates for each project that is expected to take more than three (3) months to complete, and (iii) communicating all potential delays in project implementations to Washington Saves. Contractor shall use all commercially reasonable means to mitigate delays.

2.4 Root Cause Analysis. If Contractor discovers a material failure (or any subcontractor’s material failure) to provide any of the Services in accordance with this Agreement (or, if Washington Saves notifies Contractor of a Service failure), Contractor shall conduct a Root Cause Analysis of the Service failure within a reasonable period of time following discovery or notice of the Service failure, but in no event less than fifteen (15) Business Days (or a longer period of time if approved by Washington Saves in advance due to particular circumstances). Contractor shall correct the Service failure as soon as practicable. Contractor shall provide Washington Saves with a written report detailing the cause of and procedure for correcting the Service failure as promptly as possible, and provide Washington Saves with reasonable assurances that (1) applicable corrective steps reasonably calculated to be a permanent fix have been taken, (2) a short term workaround has been implemented, and (3) Contractor will use its best efforts to implement a permanent correction as soon as possible.

2.5 Standard of Care.

(a) Contractor acknowledges that it has fiduciary obligations to the Board, the Program, the Investment Account, the Accounts, and the Account Owners through applicable law for Services it provides (or causes to be provided) pursuant to this Agreement; provided, however, the parties acknowledge that Contractor does not provide Investment Advisory Services directly to the Account Owners.

(b) Contractor acknowledges that it shall hold the assets of the Investment Account and administer the Accounts and amounts deposited therein on behalf of the Program and the Account Owners, and that it is subject to fiduciary requirements, including the use of prudence and care, in its dealings with the Investment Account, the Underlying Investments and other assets held within the Investment Account, in accordance with this Agreement and applicable law.

(c) Contractor specifically agrees that in performing the Services under this Agreement it will act not in regard to speculation, but with the reasonable care, skill, prudence and diligence under the circumstances then prevailing, specifically including, but not by way of limitation, [the general economic conditions, the anticipated needs of the Investment Account, the Underlying Investments and other assets held within the Investment Account], the Accounts and Account Owners, that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and purpose with like aims to seek to attain the goals of the Program as determined from the Act and the Investment Policy Statement

(d) Contractor agrees to discharge its fiduciary duties and obligations solely in the interest of the Board, the Program, and the Account Owners. If there is any conflict between the fiduciary obligations stated in this Agreement and those required under applicable law, the more stringent fiduciary obligation shall control.

ARTICLE 3. SUBCONTRACTORS AND KEY PERSONNEL

3.1 Delegation and Assignment of Responsibilities.

(a) Washington Saves approves Contractor’s subcontracting of the identified Services to the specific entities as set forth in Contractor's Proposal, subject to the written approval of Washington Saves of the terms of each subcontract. Contractor may propose additional subcontractors to perform certain Services at any time, subject to the written approval of such additional subcontractors and of the applicable subcontract by Washington Saves. Contractor shall not delegate or subcontract the performance of any Services to any affiliate or third party except in accordance with this Article 3.

(b) Contractor has the overall responsibility for providing, coordinating, and managing the Services called for by this Agreement. Contractor shall remain primarily liable for the provision of the Services in accordance with the terms and conditions of this Agreement. Notwithstanding any other provision in this Agreement or any subcontract, no delegation shall relieve Contractor of such liability. Contractor shall remain responsible for the performance of Services by its delegates and subcontractors and shall remain obligated hereunder as if no subcontract had been made.

(c) Each subcontract shall be a written agreement under which, in addition to such other requirements as Washington Saves may reasonably request:

(i) the subcontractor agrees to discharge the subcontracted Services and perform the related obligations in the manner and to the specifications provided for such Services under this Agreement, including in accordance with all applicable law.

(ii) the subcontractor agrees to all terms and conditions of this Agreement relevant to the delivery of the subcontracted Services, including without limitation the obligations under Article 4;

(iii) Washington Saves is a third-party beneficiary of such subcontract with the right to enforce such subcontract directly against the subcontractor;

(iv) the subcontractor shall in no event have any right to payment from or to impose a lien on the Investment Account, the Administrative Account, any participating individual’s Account, or any other asset of the Program or the State;

(v) the subcontract may not be further subcontracted, in whole or in part, without the prior written consent of Washington Saves;

(vi) the subcontractor will be required to comply with the audit, record retention, access and cooperation rights described in Section 10.9(c); and

(vii) the subcontractor must permit site visits required by Article 13.

(d) Contractor warrants that subcontractors engaged in performing the Services shall be properly licensed and otherwise authorized to do so under applicable law, and Contractor agrees that it shall enforce the Service performance obligations of its subcontractor or, at the option of Washington Saves, shall assist the Program in enforcing such obligations and provisions.

(e) In Contractor may not subcontract or otherwise engage an Affiliate or any other person (including an approved subcontractor) to do anything on its behalf that Contractor is prohibited from doing directly under this Agreement.

3.2 Employees of Contractor. Except with respect to authorized subcontracts under Section [__], Contractor shall utilize its personnel to perform the Services pursuant to this Agreement, and such personnel shall at all times remain employees or consultants of Contractor, subject solely to Contractor's direction and control. Contractor shall alone retain full liability to its employees and consultants in all respects, including for their welfare, salaries, fringe benefits, legally required employer contributions and tax obligations. No facility of Contractor used in performing Services shall be deemed to be transferred, assigned, conveyed or leased to Program or the State by such performance or use pursuant to this Agreement. Contractor warrants that all employees engaged in the Services shall be qualified to perform the Services, shall be properly licensed and otherwise authorized to do so under all applicable law.

3.3 Contractor’s Key Personnel.

(a) The Contractor shall designate a dedicated Key Personnel team to perform and oversee the Services. The Key Personnel team must include the overall business head responsible for Contractor's engagement with the Program, the day-to-day manager of the Program, [the senior most investment professional], the senior-most marketing professional, and the senior-most professional(s) responsible for operations, record keeping and customer service.

(b) The parties shall each appoint an individual who shall serve as a contact person for the purpose of carrying out this Agreement and who shall be authorized to act on behalf of the party as to the matters pertaining to this Agreement. Effective upon execution of this Agreement, the initial contact persons shall be those set forth in Schedule 3.3 to this Agreement. Each party shall notify the other, in writing, as to the name, business address and telephone number of any replacement for any such designated contact persons or any additional contact person or replacement thereof.

(c) Appropriate Key Personnel shall attend all formal Board meetings; attendance shall be in person when directed by Washington Saves. Contractor must provide a report on the Program’s investments and other Program related updates for the Board's review at these meetings.

3.4 Change Events and Changes in Key Personnel.

(a) Contractor shall promptly, and in any case within five (5) calendar days, notify Washington Saves in writing:

(i) of any change in the majority ownership, control, or business structure of Contractor;

(ii) of any other material change in Contractor's financial condition, business, partnership or corporate organization; or

(iii) All written notices from Contractor under this provision shall contain sufficient information, including resumes, to permit Washington Saves to evaluate the changes within Contractor's organization under the same criteria as was used the Award of this Agreement to Contractor. Contractor agrees to promptly provide Washington Saves with such additional information as requested by Washington Saves

(b) In the event of any changes to Key Personnel, Contractor will immediately designate interim Key Personnel and, within six (6) months, permanent Key Personnel , Contractor shall notify Washington Saves in writing of any proposed changes to the Key Personnel due to reassignments, resignations, terminations, or changes to the employment status of any Key Personnel at least five (5) calendar days prior to implementing such changes, or, if it is not feasible for Contractor to give prior notice of such event to Washington Saves, then promptly after such a change.

(c) Washington Saves has the right to request removal of any Key Personnel that it deems to be performing unsatisfactory or inadequate work. Contractor shall comply with such a request in a timely manner and shall provide notice of interim or permanent Key Personnel pursuant to Section 3.4(b).

(d) The Agreement may be terminated immediately, in the sole discretion of Washington Saves and upon written notice from Washington Saves to Contractor, due to any change in or departure of any Key Personnel, which shall be considered a material breach by Contractor and constitute cause of termination, if Contractor is in Washington Saves' sole judgment unable to provide equal, or substantially comparable, permanent substitute personnel in experience, education, and other qualifications.

ARTICLE 4. PROGRAM LAUNCH DATE AND PROGRAM LAUNCH SERVICES

4.1. Contractor acknowledges that the Program Launch Date is intended to occur on or before July 1, 2027. The Contractor shall use best efforts and take all reasonable steps to effect a timely and successful launch of the Program by the Program Launch Date (“Program Launch Services”), including appointing dedicated staff for such purpose. The Program Launch Services shall include the implementation of a pilot program and such other services as are necessary to meet the requirements to launch set forth in Article 5, including without limitation:

(a) As soon as possible after the execution of this Agreement, Contractor shall develop and submit to Washington Saves for approval a detailed written project plan and timeline. The project plan should include, at a minimum, milestones for establishing Program terms and policies, completion of Program Materials and forms, and the implementation and testing of systems and procedures, as necessary to effect a successful launch of the Program in accordance with the terms of this Agreement. The project plan should also identify all expected subcontracted Services and the relevant subcontractor, if known.

(b) As soon as possible after the execution of this Agreement, Contractor shall develop and submit to Washington Saves for approval a detailed pre-launch marketing and communications plan in writing, to educate and Covered Employers and Covered Employees on the Program and Program terms and achieve maximum participation by Covered Employees by the Program Launch Date. The marketing and communications plan should include proposed marketing evaluation criteria for the pre-launch period.

(c) Contractor shall establish weekly pre-launch meetings with Washington Saves to track progress and provide updates on the project plan, communications plan, and the pilot program.

4.2 Cost of Program Launch Services. Contractor shall bear the expenses attributable to the Program Launch Services.

ARTICLE 5. CONDITIONS TO THE PROGRAM LAUNCH DATE

At or before the Program Launch Date, each of the following conditions shall be met, provided that all or any of the conditions to the Program Launch Date may be waived in whole or in part in writing by parties.

(a) Structuring of the Program. Contractor shall have recommended and Washington Saves shall have approved Program terms with the intent that the Program comply with all applicable law;

(b) Performance Guarantee. Contractor has delivered the unconditional performance guarantee or other assurances to Washington Saves in accordance with the terms of Section 10.14.

(c) Launch Readiness. An authorized representative of Contractor has advised Washington Saves in writing that the necessary systems, documents, forms, policies, and procedures are in place to effect a successful launch of the Program in accordance with the terms of this Agreement, including without limitation the AI policies in accordance with Section [ ] ;

(d) Technology Systems. The Contractor has demonstrated to the satisfaction of Washington Saves that the Program is ready and able to accept Account applications, to receive contributions from Account Owners, make and safekeep investments, and establish and maintain Accounts in accordance with the requirements of the Competitive Solicitation, the Act, and the Program Disclosure Statement;

(e) Subcontracts. Contractor has entered into or amended any existing subcontracts necessary to deliver the Services and such subcontracts have been approved by Washington Saves;

(f) Opinion of Contractor's Counsel. An opinion of counsel has been provided by Contractor, addressed to the Board, addressing the matters to which Contractor has delivered its certificate pursuant to Section 5(i);

(g) Representations and Warranties. Each of the representations and warranties made by the Contractor under this Agreement shall be true and correct in all material respects on, and as of, the Program Launch Date as though such representation or warranty was made on, and as of, the Program Launch Date;

(h) Completion of the Program Materials. All Program Materials necessary for the launch of the Program, including the Account application, Program Disclosure Statement, and Participation Agreement have been prepared by the Contractor in such form and substance as shall be acceptable to Washington Saves;

(i) Program Disclosure Statement Certificates.

(i) Completion. Contractor shall have provided Washington Saves with the information necessary about Contractor and the Underlying Investments for inclusion in the Program Disclosure Statement in such form and substance as shall be mutually acceptable to Washington Saves and Contractor;

(ii) Certificate of the Program. Washington Saves shall have delivered to Contractor a certificate, dated the Program Launch Date, to the effect that all portions of the Program Disclosure Statement describing the Board and the Board's duties and responsibilities with respect to the Program are complete and accurate and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Nothing in this Article 5(h) shall require Washington Saves or the Board to make any representations as to the portions of the Program Disclosure Statement describing Contractor, the investment risks associated with the Program, or Contractor’s or any other Persons' duties and responsibilities with respect to the Program; and

(iii) Certificate of Contractor. Contractor shall have delivered to Washington Saves a certificate, dated the Program Launch Date, to the effect that all portions of the Program Disclosure Statement describing the Underlying Investments and Contractor’s duties and responsibilities with respect to the Program (including any duties and responsibilities which have been subcontracted pursuant to Section 3.1) are complete and accurate and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Contractor shall immediately notify Washington Saves in the event the representations in Contractor’s certificate delivered pursuant to this Section 5(h) are no longer true or accurate. As soon as reasonably practicable following the delivery of such notice, the parties shall consult as to whether modifications to the Program Disclosure Statement are necessary or appropriate. Contractor shall provide all reasonable assistance in connection with any revisions to the Program Disclosure Statement resulting from such consultations. Nothing in this Section 5(h) shall require Contractor to make any representations as to the portions of the Program Disclosure Statement describing the duties and responsibilities with respect to the Program or the Board or any other Persons (other than any Person to whom duties subcontracted by Contractor in accordance with Section 3.1 of this Agreement).

(j) Initial Marketing Plan. Washington Saves has approved the initial annual Marketing Plan required to commence the marketing and offering of the interests in the Program; and

(k) Insurance Coverage. Contractor has provided proof of insurance coverage of the types and at the levels set forth in Section 10.13 of this Agreement.

(l) Washington Saves and Contractor shall have agreed upon Contractor’s proposed procedures for determining the Program Management Fee [and Annual Account Fee] under Article 9.

(m) Contractor shall have proposed and Washington Saves shall have approved the Administrative Performance Criteria, Marketing Performance Criteria, and Investment Performance Criteria.

(n) Contractor shall have proposed, and Washington Saves shall have approved, [the initial Allocation Guidelines and] Contractor shall have received a copy of the Investment Policy Statement.

ARTICLE 6. INVESTMENT ACCOUNT SERVICES, ACCOUNTS AND REPORTING

6.1 Investment Account Services. Contractor shall provide all necessary administration and recordkeeping services to administer the Accounts, including without limitation, custodial services as the IRA Custodian, account administration and accounting services, cash management, banking services, purchase and sale of underlying investments, processing Account Owner instructions as directed, issuing Account statements, fulfilling the IRS reporting requirements, handling minimum distributions from traditional IRAs, and other related responsibilities (“Investment Account Services”).

6.2 Investment Account.

(a) Creation of Investment Account. The assets of the Program’s Investment Options shall be maintained in accounts registered in the name of the Program with the Board named as Trustee.

(b) Investment and Custody of Program Assets. All monies received as contributions to the Accounts shall be deposited by Contractor into the Investment Account and invested in the Investment Option or Options designated by the Account Owner. The assets of the Program shall be preserved, invested and expended by Contractor solely pursuant to and for the purposes of the Program and shall not be loaned or otherwise transferred or used Contractor for any other purposes. Unless the prior written approval of the Board is received, Contractor shall not withdraw, or permit to be withdrawn, any assets from the Investment Account except (i) to process a Withdrawal at the direction of the Account Owner; (ii) to pay the fees chargeable against the assets of the Investment Account provided in and in accordance with the provisions of Article 9 of this Agreement, or (iii) to withhold taxes, if required by applicable law.

(c) The Contractor shall, in its capacity as IRA Custodian, allocate assets among Underlying Investments within any Investment Option in accordance with the Investment Policy Statement and any allocations policies approved by Washington Saves.

(d) Contributions; Accounts. Contractor shall establish an individual Account in the Program, with the Investment Option(s) and for the Account Owner as designated in the Participation Agreement and Account application, for the receipt of contributions made by or on behalf of the Account Owner in accordance with the Program terms and applicable law. Each Account shall be held in custodial accounts meeting the requirements of Sections 408 and 408A of the Code, and any other applicable federal law requirements.

(e) Contractor shall receive contributions and shall credit each such contribution received in good order to the Account to which such contribution is made, and to the Investment Account as it relates to the Program, (a) on the day of receipt of the contribution by Contractor if received before the close of trading on the New York Stock Exchange or such earlier time as may be reflected in administrative procedures agreed to from time to time by Contractor and Washington Saves, or as otherwise may be required by applicable law, on any Business Day; or (b) on the next Business Day following receipt of the contribution by Contractor if received on a day other than a Business Day or if received after the close of trading on the New York Stock Exchange or such earlier time as may be reflected in administrative procedures agreed to from time to time by Contractor and Washington Saves. Amounts credited to an Account as a result of contributions shall purchase units or shares of an Investment Option without delay.

(f) Withdrawals. For purposes of Withdrawals from an Account, changes in the Beneficiary and for all other Account-related purposes, only the Account Owner (or his or her legally authorized designee) may give directions to Contractor regarding the Account.

6.2.1.1 Payroll Deduction at Contribution Levels; Rollover Contribution Levels. Contractor shall accept payroll deduction contributions from Covered Employers on behalf of Account Owners at either (i) a default contribution rate and a default automatic escalation rate each as established from time to time by Washington Saves, or (ii) a custom contribution rate and automatic escalation rate selected by the Account Owner. There shall be no minimum for rollover contributions into the Program. The minimum rollover contribution out of the Program shall be as mutually agreed upon by the parties

6.2.1.2 Default Investment Option. Contributions must be invested in the default Investment Option unless the Account Owner affirmatively elects to invest some or all balances in one or more approved Investment Options offered by the Program. An Account Owner must have the opportunity to change Investment Options for either future contributions or existing balances, or both, subject to requirements defined by the Program terms.

6.3 Portability. Accounts are portable. An Account Owner who ceases to be a Covered Employee, e.g., who is either unemployed, or is employed by a noncovered employer, must be permitted to contribute to their Account in accordance with applicable law.

6.4 Program Functionality. Account Owners must be able to establish a custom contribution rate, select alternate investment options, opt out of automatic escalation, make non-payroll contributions, or establish a traditional IRA instead of a Roth IRA. These alternative elections may be made electronically, or by other means specified in the Program Materials.

6.5 One Account; Contribution Limits. Operational safeguards will be established by Contractor pursuant to which only one Account may be maintained under the Program for any Account Owner; provided that such Account profile may include separate Roth and Traditional IRAs, balances, or subaccounts, as permitted by Applicable Law. Operational safeguards shall be established by Contractor to monitor compliance with contribution limits under the Code for each Account.

6.6 Determination of Net Asset Value.

(a) The Net Asset Value of each unit of each Investment Option shall be calculated by Contractor based on, and reflective of, the following:

(i) the net asset value per share or unit of the Underlying Investments as of the market close on that Business Day;

(ii) adjustments, if any, to the net asset value per share of any Underlying Investment made after the market close;

(iii) net purchase orders and net redemption orders for each Investment Option received by Contractor each Business Day;

(iv) Contractor’s deduction and payment of fees from the Investment Options in accordance with Article 9 of this Agreement; and

(v) Contractor’s reinvestment, into any Underlying Investment, of any income, dividends and/or capital gain distributions paid by such investments.

(b) The value of each Account shall be determined by multiplying the NAV per unit of each Investment Option in which the Account is invested by the number of units of the Investment Option held in the particular Account. Contractor must provide Account Owners with online access to their Account value, which shall be updated no less frequently than daily

(c) The assets of the Investment Account and each Investment Option shall be valued as of the close of each Business Day.

6.7 Reports and Financial Information.

(a) Records and Reporting. Contractor shall keep adequate records with respect to each Account, including records of all contributions, deposits, and withdrawals, and shall compile, prepare and deliver to Washington Saves and Account Owners on a timely basis the financial information, reports and statements required of Contractor under applicable law and the terms of this Agreement. In particular, Contractor shall prepare and deliver to Washington Saves, within thirty (30) calendar days immediately following the end of each calendar quarter, reports in a form satisfactory to Washington Saves including: (i) the type of investment, name of the issuer, the dollar amount invested, and, to the extent applicable, the date of maturity and par value of each security, investment and money within the Investment Account; (ii) to the extent applicable, the weighted average maturity of the investments in the Investment Account; (iii) any amounts in the Investment Account that are under the management of an investment manager; (iv) the market value as of the date of the report and the source of this valuation for any security within the Investment Account; and (v) any other information mandated by the Act or reasonably requested by Washington Saves

(b) Progress Reports to and Meetings with Washington Saves. Contractor shall provide oral or written progress reports and attend meetings as requested by Washington Saves to determine if Contractor is performing to expectations, is on schedule, or to present findings, conclusions, and recommendations, or to afford occasions for discussing and resolving problems encountered. At a minimum, Contractor shall provide daily reports that include information on Accounts, assets, contributions, and investment results; and regular reporting on such other matters as may be reasonably specified by Washington Saves.

ARTICLE 6.A. INVESTMENT ADVISORY SERVICES

6.A.1 Investment Policies.

(a) Contractor must develop and recommend Investment Options, Underlying Investments, and fee structures to appeal to retirement savers with various risk tolerances and varying contribution levels. Investments should be simple yet offer maximum flexibility to satisfy various Account Owner objectives and needs. Investment Options may consist of one or more Underlying Investments. For Investment Options having one or more Underlying Investments, Contractor will be responsible for monitoring the asset allocation among the Investment Options as approved by Washington Saves.

(b) Contractor may recommend a proprietary line-up of Underlying Investments, investments from a single investment manager, or investments from multiple investment managers. In either case, Contractor must support its recommendations to Washington Saves, demonstrating the superiority of the recommendation over other possible investment line-ups.

(c) Washington Saves must approve any and all recommended Investment Options prior to marketing. Contractor shall comply with the terms of the Investment Policy Statement.

(d) Contractor shall invest and manage the assets of the Investment Account in a manner to ensure that the Investment Options and the Underlying Investments comply with Section 6.A.3 of this Agreement, the Investment Policy Statement, and applicable law at all times. Each Underlying Investment shall be invested in assets as described in the Investment Policy Statement. Contractor will comply with Monitoring Procedures and Investment Performance Criteria by which Contractor’s performance will be measured. Contractor must also demonstrate that it has rigorous internal monitoring procedures in place for all funds and other investment vehicles proposed as Underlying Investments. Contractor shall provide regularly scheduled investment performance reports compared to agreed-upon benchmarks.

(e) On at least…