Greenspring Advisors, LLC (“Greenspring”)
Participant Investment Advisory Services Terms and Conditions

Please read the following terms and conditions carefully. Your use of the investment
advisory services described below will signify your consent to be bound by these
terms and conditions, which include an arbitration provision at Section 11, in your
capacity as a plan participant and agent of the plan.

 

1. Description of Services. Your company (as plan fiduciary) has agreed to make Greenspring Advisors’ investment advisory services available to you as a participant in your company’s retirement plan. Pursuant to its agreements with your plan’s fiduciaries, Greenspring Advisors will provide non-discretionary investment management services to your account. Greenspring Advisors’ and Greenspring Advisors Securities’ services to the plan, and to your plan account, are governed by the agreements with your plan’s fiduciaries.

When requested, Greenspring Advisors will recommend an asset allocation to you based on your input about your financial situation, retirement investment objectives, and desired investment style. The investment style is a set of investment principles designed to pursue a stated financial objective. The asset allocation is the relative percentage of asset classes in which your account will be invested. Together, an investment style and asset allocation constitute an “investment strategy.” You can accept the recommended investment strategy or you can choose a different investment strategy. You have the right to choose a different investment strategy than the one Greenspring Advisors recommends at any time. You are responsible for adjusting your investment strategy on your plan provider’s website.

Investment tools provided within the website are not a guarantee of performance and Greenspring Advisors neither guarantees nor makes any warranty of any kind, express or implied, about the projections or recommendations generated by the investment tools.

Greenspring Advisors’ will not be responsible for the execution of securities transactions for your account and will not custody your account assets.

If your company has so elected or if Greenspring Advisors chooses to so provide, you may receive investment advice in the form of an individual consultation with a Greenspring Advisors financial advisor, which may take place via telephone or in-person at the offices of your employer. In such consultation, the Greenspring Advisors financial advisor will provide on-demand personalized financial planning advice, including advice relating to debt, such as student loans and credit card debt, mortgages, savings, and retirement (including pensions and social security) advice that does not constitute legal advice or advice requiring licensure as a Certified Public Accountant, and advice relating to optimizing your use of the Greenspring Advisors platform (such advice is referred to as “Supplementary Services”). Any tax information provided by Greenspring Advisors is not a substitute for the advice of a qualified tax advisor. You should consult with your tax advisor to discuss tax-related concerns.

In addition, Greenspring Advisors may, from time to time and in its sole discretion, offer any Participant, without charge, certain Supplementary Services through email, electronic chat, and/or telephone communications, subject to the conditions and limitations described above. Any such Supplementary Services shall be based on information provided by you to the financial advisor and the financial advisor will not be required to independently verify any such information. Greenspring Advisors shall rely on such information and cannot be held responsible for any recommendations based on inaccurate or incomplete information. If you receive such consultation, you acknowledge that the financial advisor will not be an attorney or accountant, and no advice given to you during such consultation should be interpreted as legal or tax advice.

2. About Greenspring Advisors. Greenspring Advisors is a U.S. Securities and Exchange Commission (SEC) registered investment adviser. You can find out more about Greenspring Advisors and its services in Greenspring Advisors’s Form ADV (available at https://greenspringadvisors.com/privacy-policy/), and you hereby acknowledge receipt thereof.

Greenspring Advisors is a fiduciary under the Employee Retirement Income Security Act (ERISA) with respect to the services it provides to your plan pursuant to its agreement with your plan’s trustee or other named fiduciary. Your plan’s fiduciaries may terminate the plan’s agreement with Greenspring Advisors, in which case Greenspring Advisors will no longer provide investment advisory services to your account.

3. Your Responsibilities. The value and usefulness of the advisory services Greenspring Advisors provides depend on your active participation in formulating and directing your account’s investment allocations. This requires you to provide true, accurate, and complete information and to ensure that it remains true, accurate, and complete. You should also make sure that the asset allocation you select is appropriate for meeting your investment objectives for your account.

4. Interaction With Other Greenspring Advisors Accounts. If you subsequently open, or already have opened, accounts with Greenspring Advisors other than this employer-sponsored account, including taxable or IRA accounts, those accounts will be governed by separate fee schedules and customer agreements applicable to such accounts.

5. Rollovers. Greenspring Advisors, nor any of its affiliates, is acting as a fiduciary, or providing investment advice or recommendations with respect to your decision to roll over assets in your 401(k) account or any other retirement account. Greenspring Advisors’ communications to you about rollovers, including any comparisons of Greenspring Advisors’ services to services available at other providers, are intended to provide you with general information that may be useful to your own investment decisions. The information available from Greenspring Advisors does not address all relevant details of your personal situation, is not intended to be an individualized recommendation that you take any particular action, and should not serve as the primary basis for any rollover-related decision.

6. Fees. Greenspring Advisors may charge your plan certain fees for the services they provide to the plan pursuant to the agreements with the plan’s fiduciaries. Your account may be allocated a portion of these fees in accordance with the plan fiduciaries’ directions. Alternatively, your company may have agreed to pay all or a portion of this fee on behalf of the plan. Additionally, you may be charged separate fees by your plan provider for certain transactions in your account, such as fees for plan distributions. For more information about the fees that may apply to your account, please see your plan’s notice to plan participants regarding plan and investment-related information. Actual charges to your account will be included on your quarterly statements.

7. Your Personal Information. Greenspring Advisors will collect certain personal information from you and from your Plan administrator so that it (and its affiliates) can provide investment advisory and other services to your account. Greenspring Advisors (or its affiliates) use and disclosure of your personal information is subject to the Greenspring Advisors Privacy Policy (which you can access at https://greenspringadvisors.com/privacy-policy/), the agreements with your company, and applicable law. If there is any controversy regarding Greenspring Advisors’s (or its affiliates) use of your personal information, you agree that any remedies will be limited to those specifically provided by applicable law and regulations, as well as the agreements between Greenspring Advisors (or its affiliates) and your company. You may request that Greenspring Advisors (or an affiliate) send personal data regarding your account to third parties outside of Greenspring Advisors’s control (e.g., financial account aggregators). You expressly authorize Greenspring Advisors (and its affiliates) to send personal data to third parties upon your request, and you understand that Greenspring Advisors (or its affiliates) do not guarantee the accuracy and quality of your personal data. To the fullest extent permitted under applicable law, you agree to hold Greenspring Advisors (and its affiliates) harmless from losses of any kind that may result from sending your personal data to third parties at your request.

8. Communications About Your Account. You understand and agree that Greenspring Advisors’ (and its affiliates) primary method of communicating with you will be by posting information on servers accessible from the website and, to the extent required by law, sending you a notice that directs you to the website from which the information can be read and printed. If you do not have access to the website, please contact your plan administrator, or call Greenspring Advisors at 1-443-564-4600. Greenspring Advisors (and its affiliates) may also send communications about your account to your electronic mail address of record or by other means. You agree to check the website and your email regularly to review any communications that may have been delivered to you.

9. Limitation of Liability. To the fullest extent permitted under applicable law, and except for negligence, willful misconduct, or violation of applicable law, including ERISA where applicable, you agree that Greenspring Advisors and their respective affiliates, officers and employees shall not be liable for any action performed or omitted to be performed or for any errors of judgment with respect to their services. Federal and state securities laws and ERISA impose liabilities under certain circumstances on persons who act in good faith and nothing herein shall in any way constitute a waiver or limitation of any rights which you may have under federal or state securities laws or ERISA.

10. General Provisions.
a) To the extent consistent with federal law, these Terms and Conditions shall be governed and construed in accordance with the laws of Maryland, and in compliance with the Investment Advisers Act of 1940 and ERISA.
b) If any provisions of these Terms and Conditions is held to be invalid, void, or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination will not affect the validity of the remaining provisions of these Terms and Conditions.
c) Greenspring Advisors may modify these Terms and Conditions at any time upon notice to you, which may be electronic. The current Terms and Conditions will be available on Greenspring Advisors’ website. Your continued use of Greenspring Advisors’ services will signify your consent to be bound by the modified terms and conditions.
d) In addition to the terms set forth herein, when using products, services or features provided by Greenspring Advisors, you shall be subject to any additional posted guidelines, disclosures, methodology documents, or requirements applicable to such product, service or feature, which may be posted and modified from time to time.
e) Greenspring Advisors’ (or an affiliates) failure to insist on strict compliance with these Terms and Conditions, or any other course of conduct on their part will not be deemed a waiver of their rights under these Terms and Conditions.
f) Greenspring Advisors may not assign its rights and duties under these Terms and Conditions without obtaining the consent of authorized representatives of the plan, and in accordance with Greenspring Advisors’ agreement with your company.
g) These Terms and Conditions will pass to the benefit of Greenspring Advisors, their affiliates, and their successors, assigns, and agents. In addition, you hereby agree that these Terms and Conditions will be binding on your heirs, executors, administrators, personal representatives, and any assigns permitted by Greenspring Advisors.
h) Greenspring Advisors will not provide accounting or legal advice, and will not be responsible for the acts, omissions, or insolvency of any other agent, broker, or the independent contractor selected to take any action or to negotiate or consummate any transaction for your account.
i) You agree that these Terms and Conditions will be deemed to have been made in the State of Maryland and will be construed, and the rights and liabilities of the parties determined, in accordance with the internal laws of the State of Maryland, except to the extent such laws are preempted by ERISA.
j) The heading of each provision of these Terms and Conditions is for descriptive purposes only and will not be deemed to modify or qualify any of the rights or obligations set forth in each such provision.
k) You understand and agree that Greenspring Advisors (and its affiliates) may in their discretion, but are not obligated to, monitor or record any of your telephone communications for quality control and regulatory compliance purposes and for their own protection.

11. ARBITRATION AGREEMENT AND DISCLOSURE. These Terms and Conditions contain a predispute arbitration clause. By signing an arbitration agreement, the parties agree as follows:
a) All parties to these Terms and Conditions are giving up the right to sue each other in court, including the right to a trial by jury, and the right to litigate on a class basis, except as provided by the rules of the arbitration forum in which a claim is filed.
b) Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
c) The ability of the parties to obtain documents, witness statements, and other discovery is generally more limited in arbitration than in court proceedings.
d) The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
e) The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
f) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
g) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into these Terms and Conditions.
h) You agree to resolve by binding arbitration any controversy that may arise between Greenspring Advisors, or their affiliates, and you relating in any way to these Terms and Conditions, your and your Plan’s relationship with Greenspring Advisors (or their affiliates) or any service provided by Greenspring Advisors (or their affiliates) to you or your Plan. This arbitration agreement includes any controversy involving transactions of any kind made on your behalf or through Greenspring Advisors (or their affiliates) or the performance, construction, or breach of these Terms and Conditions or any other written agreement between Greenspring Advisors (or their affiliates) and you, the Plan, or the Plan’s representatives.
i) Federal and state statutes of limitation, repose, and/or other rules, laws, or regulations impose time limits for bringing claims in federal and state court actions and proceedings. The parties agree that all federal or state statutes of limitation, repose, and/or other rules, laws, or regulations imposing time limits that would apply in federal or state court, apply to any dispute, claim or controversy brought under these Terms and Conditions, and such time limits are hereby incorporated by reference.
j) Any award of the arbitrator or a majority of the arbitrators will be final and binding, and judgment on such award may be entered in any court having jurisdiction. This arbitration provision will be enforced and interpreted exclusively in accordance with applicable federal laws of the United States, including the Federal Arbitration Act. Any costs, attorneys’ fees or taxes involved in confirming or enforcing the award will be fully assessed against and paid by the party resisting confirmation or enforcement of said award.
k) The parties to these Terms and Conditions agree that each may assert claims against the other solely in an individual capacity, and not as a class representative or class member in any putative class action, representative action, or class-wide arbitration. The parties agree that no individual claims in arbitration shall be consolidated or combined without the consent of all parties.
l) For the avoidance of doubt, nothing in these Terms and Conditions shall limit any right to participate in a class action lawsuit in a U.S. court to the extent that such right may not be waived under any applicable SEC rules.
m) To the extent applicable based on the provisions set forth herein, no person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under these Terms and Conditions except to the extent stated herein.
n) You agree to the provisions described above and the following additional provisions, regardless of whether you are or are not residing in the United States at the time a controversy arises between Greenspring Advisors and you:
a. You agree that any arbitration hearing will be held in Baltimore, Maryland unless otherwise agreed between Greenspring Advisors and you in a signed writing or unless the SEC designates another hearing location;
b. You agree to the personal jurisdiction of the courts located in the State of Maryland, U.S.A, to interpret and enforce these arbitration provisions described in these Terms and Conditions; and
c. All arbitrations will be held in the English language, unless otherwise agreed to by the parties.
o) You make this arbitration agreement on behalf of yourself and your heirs, administrators, representatives, executors, successors, assigns, and together with all other persons claiming a legal or beneficial interest in your Plan account, to the extent permitted under applicable law.
p) YOU ACKNOWLEDGE RECEIPT OF A COPY OF THESE TERMS AND CONDITIONS, INCLUDING THE PREDISPUTE ARBITRATION CLAUSE LOCATED AT SECTION 14 OF THESE TERMS AND CONDITIONS.

12. Acceptance of Terms and Conditions. Your intentional action in electronically accepting the Terms and Conditions and use of Greenspring Advisors’ are valid evidence of consent to be legally bound by these Terms and Conditions. The use of an electronic version of these documents fully satisfies any requirement that they be provided to you in writing. You acknowledge that you may access and retain a record of the documents that you electronically accept through the website. You are solely responsible for reviewing and understanding all of the terms and conditions of these documents.

Effective January 1, 2019