Revenue Procedure 2017-41

26 CFR § 601.201: Rulings and determination letters.
(Part I, §§ 401, 403, and 501; Reg. §§ 1.401(a)-1, 1.403(a)-1, and 1.501(a)-1.)

Rev. Proc. 2017-41

Table of Contents

SECTION 1. PURPOSE
SECTION 2. BACKGROUND
SECTION 3. CHANGES TO REVENUE PROCEDURE 2015-36
SECTION 4. DEFINITIONS
SECTION 5. PROVISIONS REQUIRED IN PRE-APPROVED PLANS
SECTION 6. OPINION LETTERS - SCOPE
SECTION 7. EMPLOYER RELIANCE ON OPINION LETTER
SECTION 8. APPROVED PLANS - PLAN AMENDMENTS
SECTION 9. OPINION LETTER APPLICATIONS - INSTRUCTIONS TO PROVIDERS
AND OTHER RULES FOR APPLICATIONS AND LETTERS
SECTION 10. MASS SUBMITTERS
SECTION 11. OFF-CYCLE FILINGS
SECTION 12. REVIEW OF OPINION LETTER APPLICATIONS; ISSUANCE OF
OPINION LETTERS
SECTION 13. WITHDRAWAL OF REQUESTS
SECTION 14. NONTRANSFERABILITY OF OPINION LETTER
SECTION 15. NOTIFICATION OF ADOPTING EMPLOYER REGARDING LOSS OF
QUALIFIED STATUS
SECTION 16. DISCONTINUED PLANS
SECTION 17. REVOCATION
SECTION 18. RECORD KEEPING REQUIREMENTS
SECTION 19. WHERE TO FILE

-3SECTION 20. EFFECT ON OTHER DOCUMENTS
SECTION 21. EFFECTIVE DATE
SECTION 22. PUBLIC COMMENTS
SECTION 23. PAPERWORK REDUCTION ACT
SECTION 1. PURPOSE
.01 This revenue procedure sets forth the procedures of the Internal Revenue
Service (IRS) for issuing Opinion Letters regarding the qualification in form of Preapproved Plans under §§ 401, 403(a), and 4975(e)(7) of the Internal Revenue Code
(Code). In addition, this revenue procedure modifies the IRS pre-approved letter
program by combining the master and prototype (M&P) and volume submitter (VS)
programs into a new Opinion Letter program. This revenue procedure modifies and
supersedes, in part, Rev. Proc. 2015-36, 2015-27 I.R.B. 20, and modifies Rev. Proc.
2017-4, 2017-1 I.R.B. 146, and Rev. Proc. 2016-37, 2016-29 I.R.B. 136.
.02 This revenue procedure also modifies the on-cycle submission period for the
third six-year remedial amendment cycle for Providers of pre-approved defined
contribution plans so that it begins on October 2, 2017 and ends on October 1, 2018.

.03 This revenue procedure modifies the IRS’s historic approach to Pre-approved
Plans in order to expand the Provider market and encourage employers that currently
maintain individually designed plans to convert to the pre-approved format.
•

The program is simplified by eliminating the distinction between M&P and VS
plans.

-4•

The program is liberalized by increasing the types of plans eligible for preapproved status.

• The program is revised to afford greater flexibility in the design of Pre-approved
Plans.

SECTION 2. BACKGROUND

.01 The procedures for the issuance of opinion and advisory letters by the IRS
regarding the qualification in form of Pre-approved Plans are set forth in Rev. Proc.
2015-36 (as modified by Rev. Proc. 2016-37).
.02 Rev. Proc. 2007-44, 2007-2 C.B. 54 (clarified, modified, and superseded by
Rev. Proc. 2016-37), described a system of cyclical remedial amendment periods under
which every individually designed plan qualified under § 401(a) or 403(a) had a regular
five-year remedial amendment cycle and every Pre-approved Plan had a regular sixyear remedial amendment cycle.
.03 Rev. Proc. 2016-37 modified the IRS determination letter program for qualified
plans to eliminate the five-year remedial amendment cycle for individually designed
plans. It also described and made modifying changes to the remedial amendment cycle
system for pre-approved qualified plans and modified the six-year cycle, as applicable,
to reflect changes that had been made to the determination letter program.
.04 Rev. Proc. 2016-37 provided that every Pre-approved Plan has a regular, sixyear remedial amendment cycle. As a result, M&P sponsors and VS practitioners, as
defined in Rev. Proc. 2015-36, may apply for new opinion or advisory letters once every

-5six years. M&P sponsors and VS practitioners generally have until January 31st of the
calendar year following the opening of the six-year remedial amendment cycle to submit
applications for opinion and advisory letters, although the application period has been
modified and extended periodically.
.05 From February 1, 2011, to April 2, 2012, M&P sponsors and VS practitioners
maintaining pre-approved defined contribution plans submitted their applications to the
IRS for the second six-year remedial amendment cycle. For employers that had
adopted a pre-approved defined contribution plan prior to January 1, 2016, the deadline
to adopt a modification or restatement of the Pre-approved Plan and apply for a
determination letter, if eligible, was April 30, 2016. Pursuant to section 18 of Rev. Proc.
2016-37, the deadline for an employer to adopt a newly approved pre-approved defined
contribution plan and apply for a determination letter, if eligible, was extended by Notice
2016-3, 2016-3 IRB 278, from April 30, 2016, to April 30, 2017, 1 for any newly approved
pre-approved defined contribution plan adopted on or after January 1, 2016.
.06 Under Rev. Proc. 2016-37, the third six-year remedial amendment cycle for preapproved defined contribution plans began on February 1, 2017, and ends on January
31, 2023. Also, under Rev. Proc. 2016-37, the 12-month applicable on-cycle
submission period for Pre-approved Plan sponsors begins on August 1, 2017, and ends
on July 31, 2018. The Cumulative List of Changes in Plan Qualification Requirements

1

The deadline to apply for a determination letter was later extended to May 1, 2017.

-6for Pre-approved Defined Contribution Plans for 2017, Notice 2017-37, 2017-29 I.R.B.
__ (July 17, 2017), will apply to plans submitted for review during the on-cycle
submission period. Once the review of a cycle for Pre-approved Plans has neared
completion (after approximately a two-year review process), the IRS will announce the
date by which Adopting Employers must adopt the newly approved plans.
.07 Rev. Proc. 2016-37 provided that the second six-year remedial amendment
cycle for pre-approved defined benefit plans began on February 1, 2013, and ends on
January 31, 2019. The third six-year remedial amendment cycle for pre-approved
defined benefit plans is scheduled to begin on February 1, 2019, and end on January
31, 2025.
.08 Rev. Proc. 2017-4 (as updated annually) sets forth the general procedures of
the IRS on the issuance of Employee Plans determination letters, including
determination letters for Pre-approved Plans.

SECTION 3. SIGNIFICANT CHANGES TO REVENUE PROCEDURE 2015-36;
FUTURE ENHANCEMENTS
.01 This revenue procedure significantly restructures the current approach for
issuing Opinion Letters regarding the qualification in form of Pre-approved Plans

-7described in Rev. Proc. 2015-36. Section 3.02 through 3.12 2 describe the significant
changes made by this revenue procedure to Rev. Proc. 2015-36.
.02 The M&P and VS Programs are combined and replaced by a single Opinion
Letter program involving two types of plans: Standardized Plans and Nonstandardized
Plans. See section 4.07.
.03 A Pre-approved Plan may utilize either of two formats: a basic plan document
with an adoption agreement or a single plan document. See section 4.07.
.04 An Adopting Employer of any Nonstandardized Plan may adopt minor
modifications. See section 8.04.
.05 The prohibition against combining a money purchase plan with a § 401(k) or
profit-sharing plan in the same Pre-approved Plan document is eliminated. See
sections 9.06 and 9.07.
.06 A Nonstandardized Plan that contains an ESOP may include a § 401(k) feature.
See sections 9.06 and 9.07. (A Pre-Approved Plan that contains an ESOP cannot be a
Standardized Plan. See section 4.09.)
.07 A Nonstandardized Plan that contains a Cash Balance Formula may now permit
the rate used to determine an Interest Credit to be based on the actual return on plan
assets. However, the rate used to determine an Interest Credit cannot be based on a
subset of plan assets. See section 6.03(7)(c). (A Pre-Approved Plan that contains a
2

All section references in this revenue procedure are to sections of this revenue
procedure unless otherwise specified.

-8Cash Balance Formula cannot be a Standardized Plan. See section 4.09.) For
limitations on the eligibility of certain types of Statutory Hybrid Plans under the Preapproved Plan program, see section 6.03(7).
.08 The prohibition against submitting an application for an Opinion Letter for a nonelecting church plan is eliminated. See section 6.03.
.09 Any Nonstandardized Plan may provide for either safe harbor or non-safe
harbor hardship distributions. See section 6.03.
.10 The beginning and ending dates for the defined contribution on-cycle
submission period for the third six-year remedial amendment cycle are modified to
begin on October 2, 2017, and end on October 1, 2018. See section 9.02.
.11 The IRS will no longer rule on the exempt status of a Pre-approved Plan’s
related trust or custodial account under § 501(a). See section 9.03.
.12 References to specific requirements under Title I of the Employee Retirement
Income Security Act of 1974 (ERISA), Pub. L. 93-406, 1974-3 C.B. 1, have been
removed and replaced with a statement that Opinion Letters will not consider Title I
issues. This is intended to clarify the scope of reliance on Opinion Letters and is not a
substantive change in IRS position. See section 6.04.
.13 The procedures for a determination letter application by an Adopting Employer to
obtain reliance under §§ 415 and 416 have been modified to permit an application to be
made on Form 5307, Application for Determination for Adopters of Modified Volume
Submitter Plans. See section 7.05.
.14 Future enhancements -

-9(1) Future updates - The IRS and the Department of the Treasury (Treasury
Department) expect to continue to update this Opinion Letter program revenue
procedure, in whole or in part, from time to time, including providing further
improvements based on comments received. Accordingly, the IRS and Treasury
Department continue to invite further comments on how to improve the Opinion Letter
program. For information on how to submit comments, see section 22.
(2) Comments relating to the retention of legacy benefits - The Treasury
Department and the IRS have received comments relating to ways in which conversion
from an individually designed plan to a Pre-approved Plan could be facilitated. One
area addressed in these comments relates to enabling Adopting Employers to continue
to maintain certain legacy benefit formulas, which often arise in the context of mergers
and acquisitions (either as frozen or as continuing benefit formulas for a certain number
of participants), when adopting a Pre-approved Plan. The Treasury Department and
IRS request comments on this issue, specifically with respect to the effect that
appending legacy benefit formulas to the plan document would have on reliance on a
plan’s Opinion Letter.
SECTION 4. DEFINITIONS
.01 Adopting Employer - An “Adopting Employer” is an employer that adopts a plan
that is offered by a Provider, including a plan that is word-for-word identical to, or a
minor modification of, a plan of a Mass Submitter.
.02 ESOP Definitions

-10(1) ESOP - An “ESOP” is an employee stock ownership plan within the meaning of
§ 4975(e)(7).
(2) Exempt Loan - An “Exempt Loan” is a loan described in § 4975(d)(3) that
meets the requirements for exemption from the excise tax imposed under § 4975(a) and
(b) described in § 54.4975-7(b).
(3) Readily Tradable Employer Securities - “Readily Tradable Employer
Securities” are publicly traded securities as defined in § 1.401(a)(35)-1(f)(5).
.03 Hybrid Plan Definitions
(1) Cash Balance Formula - A “Cash Balance Formula” is a statutory hybrid
benefit formula, as defined in § 1.411(a)(13)-1(d)(4), that is used to determine all or any
part of a participant’s accumulated benefit, and under which the accumulated benefit
provided under the formula is expressed as the current balance of a hypothetical
account maintained for the participant. The hypothetical account balance generally
consists of Principal Credits and Interest Credits.
(2) Cash Balance Plan - A “Cash Balance Plan” is a defined benefit plan that
includes a Cash Balance Formula.
(3) Conversion Amendment - A “Conversion Amendment” is an amendment
defined in § 1.411(b)(5)-1(c)(4). Under this regulation, a conversion amendment is an
amendment (i) that reduces or eliminates the benefits that, but for the amendment, a
participant would have earned after the effective date of the amendment under a benefit
formula that is not a statutory hybrid benefit formula within the meaning of
§ 1.411(a)(13)-1(d)(4), and (ii) with respect to which, after the effective date of the

-11amendment, all or a portion of the participant’s benefit accruals under the plan are
determined under a statutory hybrid benefit formula.
(4) Interest Credit - An “Interest Credit” is an interest credit as defined in
§ 1.411(b)(5)-1(d)(1)(ii)(A). Under this regulation, an interest credit is an adjustment to
a participant’s hypothetical account balance for a period that is not conditioned on
service and that is determined by applying a rate of interest or rate of return to the
participant’s hypothetical account balance as of the beginning of the period.
(5) Offset - An “Offset” is the reduction of benefits under an employer’s defined
benefit plan by an amount attributable to the benefits payable under another plan of the
employer.
(6) Principal Credit - A “Principal Credit” is a principal credit as defined in §
1.411(b)(5)-1(d)(1)(ii)(D), which includes any increase in a participant’s hypothetical
account balance that is not an Interest Credit.
(7) Statutory Hybrid Plan - A “Statutory Hybrid Plan” is a defined benefit plan that
contains a statutory hybrid benefit formula as defined in § 1.411(a)(13)-1(d)(4).
(8) Variable Annuity Plan - A “Variable Annuity Plan” is any defined benefit plan
that includes a variable annuity benefit formula as defined in § 1.411(a)(13)-1(d)(6).
.04 Mass Submitter - A “Mass Submitter” is any person that (1) has an established
place of business in the United States where it is accessible during every business day
and (2) submits Opinion Letter applications on behalf of at least 30 unaffiliated
Providers, each of which is offering, on a word-for-word identical basis, the same plan.
A flexible plan (as defined in section 10) that is offered by a Provider will be considered

-12a word-for-word identical plan. For purposes of determining whether 30 unaffiliated
Providers offer, on a word-for-word basis, the same Pre-approved Plan, a Mass
Submitter that is also a Provider is treated as an unaffiliated Provider. For purposes of
this definition, affiliation is determined under § 414(b) and (c). Additionally, any law firm,
accounting firm, consulting firm, etc., will be considered to be affiliated with its partners,
members, associates, etc. A Mass Submitter is treated as a Mass Submitter with
respect to all of its plans, provided the 30 unaffiliated Provider requirement is met with
respect to at least one plan. See section 10 for rules relating to Mass Submitter plans.
.05 Nonstandardized Plan - A “Nonstandardized Plan” is a Pre-approved Plan that
is not a Standardized Plan and that satisfies section 5.15.
.06 Opinion Letter - An “Opinion Letter” is a written statement issued by the IRS to a
Provider or Mass Submitter as to the qualification in form of a plan under § 401,
§ 403(a), or both §§ 401 and 4975(e)(7).
.07 Pre-approved Plan - (1) A “Pre-approved Plan” is a plan (including a plan
covering self-employed individuals) that is made available by a Provider for adoption by
employers. The term Pre-approved Plan includes both Standardized Plans and
Nonstandardized Plans, as defined in sections 4.09 and 4.05, respectively.
(2) A Pre-approved Plan may use a single funding medium (for example, a Trust
or Custodial Account Document) for the joint use of all Adopting Employers or separate
funding mediums established for each Adopting Employer.
(3) A Pre-approved Plan may be an “Adoption Agreement Plan” or a “Single
Document Plan.” An Adoption Agreement Plan consists of a basic plan document and

-13an adoption agreement. The basic plan document contains all of the non-elective
provisions applicable to all Adopting Employers, and the adoption agreement contains
the options that may be selected by each Adopting Employer. No options (including
blanks to be completed) may be provided in the basic plan document portion of the
Adoption Agreement Plan (except as provided in section 10 regarding flexible plans). A
Single Document Plan consists of a single plan document offered by a Provider without
an adoption agreement. A Single Document Plan may contain alternate paragraphs
and options (including blanks to be completed by the Adopting Employer in accordance
with specified parameters) that may be selected by an Adopting Employer.
.08 Provider - A “Provider” is any person (including, if applicable, a Mass Submitter)
that (1) has an established place of business in the United States where it is accessible
during every business day, and (2) represents to the IRS in its application for an
Opinion Letter that it has at least 15 employer-clients, each of which is reasonably
expected to adopt the same Pre-approved Plan of the Provider.
A Provider (as described in the previous paragraph) may request an Opinion Letter
for more than one plan provided it represents to the IRS that it has at least 30 employerclients in the aggregate, each of which is reasonably expected to adopt at least one of
the Provider’s plans.
The IRS reserves the right at any time to request from the Provider a list of the
employers that have adopted or are expected to adopt the Provider’s plans, including
the employers’ business addresses and employer identification numbers.

-14Notwithstanding the preceding provisions of this section 4.08, any person that has an
established place of business in the United States where it is accessible during every
business day may offer a plan as a word-for-word identical adopter or minor modifier
adopter of a plan of a Mass Submitter regardless of the number of employers that are
expected to adopt the plan. See section 10 for rules relating to Mass Submitter plans,
including procedures for word-for-word identical adopters and minor modifier adopters
of Mass Submitter plans.
By submitting an application for an Opinion Letter for a Pre-approved Plan under this
revenue procedure (or by having an application filed on its behalf by a Mass Submitter),
a person represents to the IRS that it is a Provider, and that it agrees to comply with any
requirements imposed on Providers by this revenue procedure. Failure to comply with
these requirements may result in the loss of eligibility to offer Pre-approved Plans and
the revocation of Opinion Letters that have been issued to the Provider.
.09 Standardized Plan - A "Standardized Plan" is a Pre-approved Plan (other than
an ESOP or Statutory Hybrid Plan) that meets the requirements set forth in section
5.16.
.10 Trust or Custodial Account Document - A "Trust or Custodial Account
Document" is the separate portion of a plan that contains the trust agreement or
custodial account agreement and includes provisions covering such matters as the
powers and duties of trustees, investment authority, and the kinds of investments that
may be made. All provisions of the Trust or Custodial Account Document must be
applicable to all Adopting Employers of that trust or custodial account. The trust

-15agreement or custodial account agreement must be in a document separate from the
rest of the plan.
SECTION 5. PROVISIONS REQUIRED IN PRE-APPROVED PLANS
.01 Provisions required in all Pre-approved Plans – Each Pre-approved Plan must
comply with the requirements set forth in sections 5.03 through 5.14.
.02 Additional Provisions - Section 5.15 provides additional provisions that apply to
Nonstandardized Plans and section 5.16 contains additional provisions required for all
Standardized Plans. If a Pre-approved Plan contains an ESOP or a Cash Balance
Formula, the plan also must include the provisions set forth in section 5.17 or 5.18, as
applicable.
.03 Provider Amendments - Each Pre-approved Plan must include a procedure for
Provider amendments, so that corrections of prior approved plans and changes in the
Code, regulations, or other guidance published in the Internal Revenue Bulletin may be
applied to all employers who have adopted the plan. The procedure for Provider
amendments also must state that, for purposes of reliance on the Opinion Letter, the
Provider will no longer have the authority to amend the plan on behalf of the Adopting
Employer as of the date the plan is treated as an individually designed plan pursuant to
section 8.06.
.04 Anti-Cutback Provisions - Each Pre-approved Plan must specifically provide for
the protection required under § 411(a)(10) and (d)(6) in the event that the Adopting
Employer amends the plan (including by revising the options selected in the adoption
agreement or adopting a new plan). A Plan may not be amended in a manner that

-16could result in the elimination of a benefit to the extent the benefit is required to be
protected under § 411(d)(6) with respect to the plan of any Adopting Employer, unless
the amendment is permitted under §§ 1.401(a)-4 and 1.411(d)-4. See section 5.07 for
anti-cutback provisions that are required in situations in which a plan becomes topheavy. See § 411(d)(6)(C) and § 1.411(d)-4, Q&A-2(d) for certain exceptions applicable
to ESOPs.
.05 Adopting Employer Modification to Satisfy §§ 415 and 416 - Each Pre-approved
Plan must provide that plan provisions may be amended by the Adopting Employer to
the extent necessary to satisfy § 415 or 416 because of the required aggregation of
multiple plans under these sections. Generally, a space should be provided in the plan
with instructions for the Adopting Employer to add such language as necessary to
satisfy §§ 415 and 416. In addition, a space must be provided in the plan for the
Adopting Employer to specify the interest rate and mortality tables used for purposes of
establishing the present value of accrued benefits in order to compute the top-heavy
ratio under § 416. Such a space must be included in both defined contribution plans
and defined benefit plans. These provisions must be included in the adoption
agreement of an Adoption Agreement Plan.
.06 Aggregation for § 415 compliance – Each Pre-approved Plan must provide for
aggregation of all of an employer’s defined contribution plans and all of an employer’s
defined benefit plans as necessary to satisfy § 415 (b), (c), and (f).
.07 Top-heavy Requirements - Each Pre-approved Plan must either provide that all
of the additional requirements applicable to top-heavy plans (described in § 416) apply

-17at all times, or provide that such requirements apply automatically if the plan is topheavy, regardless of how the options in the plan are completed. In the latter case, all of
the requirements for determining whether the plan is top-heavy must be included in the
plan. (See Questions T-35 and T-36 of § 1.416-1.) In addition, a plan that is subject to
the top-heavy requirements and that does not contain vesting rules for all years that are
at least as favorable to participants as those provided in § 416(b) must specifically
provide that any vesting that occurs while the plan is top-heavy will not be reduced if the
plan ceases to be top-heavy.
.08 Provisions Regarding Reliance - Each Pre-approved Plan must include, in close
proximity to the signature line, a statement that describes the limitations on employer
reliance on an Opinion Letter. See section 7.
.09 Provisions Regarding Conflicting Trust Provisions - Each Pre-approved Plan
must contain a statement that the provisions of the plan override any conflicting
provision contained in Trust or Custodial Account Documents used with the plan.
.10 Requirements Regarding Dated Signatures and Adoption Agreement
Provisions - Each Pre-approved Plan must contain an Adopting Employer signature and
date line. The plan also must contain a statement that the Provider will inform the
Adopting Employer of any amendments made to the plan or of the discontinuance of the
plan. The employer must sign and date the adoption agreement or signature page of
the plan when it first adopts the plan and must complete, sign, and date a new adoption
agreement or signature page if the plan has been restated. In addition, the employer
must complete a new dated adoption agreement or signature page if it modifies any

-18prior elections or makes new elections. The signature requirement may be satisfied by
an electronic signature that reliably authenticates and verifies the adoption of the
adoption agreement, or restatement, amendment, or modification thereof, by the
employer. In the case of an Adoption Agreement Plan, the adoption agreement must
state that it is to be used with only one plan. In addition, the adoption agreement must
contain a cautionary statement to the effect that the failure to properly complete the
adoption agreement may result in failure of the plan to qualify under § 401, 403(a), or
4975(e)(7), as applicable.
.11 Provider Telephone Numbers - Each Pre-approved Plan must include the
Provider's name, address, and telephone number (or a space for the address and
telephone number of the Provider's authorized representative) for inquiries by Adopting
Employers regarding the adoption of the plan, the meaning of plan provisions, or the
effect of the Opinion Letter.
.12 Definition of Employee - (1) In general. Each Pre-approved Plan must define an
employee as any employee of the employer maintaining the plan or any other employer
aggregated with that employer under § 414(b), (c), (m), or (o) and the regulations
thereunder. The definition of employee also must include any individual treated under
§ 414(n) or (o) as an employee of any employer described in the preceding sentence.
(2) ESOPs. With respect to an ESOP, employees who meet the definition in
section 5.12(1) may not participate in the ESOP unless they are employed by the
corporation that issues the stock held by the ESOP or by any corporation that is a
member of the same controlled group of corporations (within the meaning of § 1563(a),

-19as modified by § 409(l)(4)(B) and (C) and as determined without regard to § 1563(a)(4)
and (e)(3)(C)). For all other purposes under the ESOP, including nondiscrimination and
coverage, employees who meet the definition of employee in section 5.12(1) are treated
as employees.
.13 Crediting of Service taking into account § 414(b), (c), (m), (n), and (o) - Each
Pre-approved Plan must credit all service with any employer aggregated under
§ 414(b), (c), (m), or (o) and the regulations thereunder as service with the employer
maintaining the plan. In addition, in the case of an individual treated under § 414(n) or
(o) as an employee of any employer described in the previous sentence, service with
such employer must be credited to such individual.
.14 Uniformed Services Employment and Reemployment Rights Act and § 414(u) Each Pre-approved Plan must contain a provision reflecting the requirements of
§ 414(u). (See Rev. Proc. 96-49, 1996-2 C.B. 369.)
.15 Provisions Applicable to Nonstandardized Plans - In addition to the provisions
set forth in sections 5.03 through 5.14, the following provisions apply to
Nonstandardized Plans:
(1) Compensation Provisions in Nonstandardized Plans - Each Nonstandardized
Plan may provide the Adopting Employer the option to select total compensation as the
compensation to be used in determining allocations or benefits. For this purpose, total
compensation means a definition that includes all compensation within the meaning of
§ 415(c)(3) and excludes all other compensation, or a definition that otherwise satisfies
§ 414(s) under § 1.414(s)-1(c).

-20(2) Automatic or Optional Safe Harbor Provisions in Nonstandardized Plans Each Nonstandardized Plan, other than a Statutory Hybrid Plan as described in section
4.03(7), may automatically or by option allow the Adopting Employer to satisfy the
requirements of one of the design-based safe harbors described in § 1.401(a)(4)-2(b)(2)
or § 1.401(a)(4)-3(b)(3), (4), and (5).
.16 Provisions Applicable to Standardized Plans - In addition to the requirements set
forth in sections 5.03 through 5.14, each Standardized Plan must meet the following
requirements:
(1) Under the provisions governing eligibility and participation, the plan by its
terms must benefit all employees described in section 5.12(1) (regardless of whether
any employer is treated as operating separate lines of business under § 414(r)) except
those employees that may be excluded under § 410(a)(1) or (b)(3). The plan may
provide options as to whether some or all of the employees described in § 410(a)(1) or
(b)(3) are excluded, provided that the criteria for excluding employees described in
§ 410(a)(1) or (b)(3) apply uniformly to all employees. A Standardized Plan generally
may not deny an accrual or allocation to an employee eligible to participate merely
because the employee is not an active employee on the last day of the plan year or has
failed to complete a specified number of hours of service during the year. However, the
plan may deny an allocation or accrual to an employee who is eligible to participate if
the employee terminates service during the plan year with not more than 500 hours of
service and is not an active employee on the last day of the plan year.

-21A plan will not fail to satisfy the requirements of this paragraph (1) merely because
the plan provides, either as the result of an elective provision or by default in the
absence of an election to the contrary, that individuals who become employees, within
the meaning of section 5.12(1), as the result of a transaction described in § 410(b)(6)(C)
will be excluded from eligibility to participate in the plan during the period beginning on
the date of the transaction and ending on a date that is not later than the last day of the
first plan year beginning after the date of the transaction. A transaction described in
§ 410(b)(6)(C) is an asset or stock acquisition, merger, or other similar transaction
involving a change in the employer of the employees of a trade or business.
(2) The eligibility requirements under the plan are not more favorable for highly
compensated employees (as defined in § 414(q)) than for other employees.
(3) Under the plan, allocations, in the case of a defined contribution plan (other
than any cash or deferred arrangement portion of the plan), or benefits, in the case of a
defined benefit plan, are determined on the basis of total compensation. For this
purpose, total compensation means a definition of compensation that includes all
compensation within the meaning of § 415(c)(3) and excludes all other compensation,
or a definition that otherwise satisfies § 414(s) and § 1.414(s)-1(c).
(4) Unless the plan is a target benefit plan or a § 401(k) and/or 401(m) plan, the
plan satisfies, by its terms, one of the design-based safe harbors described in
§ 1.401(a)(4)-2(b)(2) (taking into account § 1.401(a)(4)-2(b)(4)) or § 1.401(a)(4)-3(b)(3),
(4), or (5) (taking into account § 1.401(a)(4)-3(b)(6)).

-22(5) All benefits, rights, and features under the plan (other than those, if any, that
have been prospectively eliminated) are currently available to all employees benefiting
under the plan.
(6) Any past service credit under the plan meets the safe harbor in § 1.401(a)(4)5(a)(3).
(7) Any hardship distribution satisfies the safe harbor standards in the regulations
under § 401(k).
.17 Additional Provisions Required in ESOPs - In addition to complying with
sections 5.03 through 5.15, each Pre-approved Plan that includes an ESOP feature
must include the following provisions:
(1) A statement that the plan is an employee stock ownership plan within the
meaning of § 4975(e)(7) and is designed to invest primarily in employer stock;
(2) A provision that defines employer stock in accordance with § 409(l)(1) or (2);
(3) Provisions that meet the diversification requirements of § 401(a)(28)(B) or, if
applicable, § 401(a)(35);
(4) Provisions that meet the valuation, independent appraiser, and allocation of
earnings requirements set forth in § 401(a)(28)(C), § 54.4975-11(d)(5), and Rev. Rul.
80-155, 1980-1 C.B. 84;
(5) Provisions that meet the voting requirements of § 409(e);
(6) Provisions that meet the right-to-demand and put-option requirements of
§ 409(h), to the extent applicable;
(7) Provisions that meet the distribution requirements of § 409(o);

-23(8) Provisions that set forth the requirements relating to exempt loans as
described in § 4975(d)(3), § 54.4975-7, and § 54.4975-11(c);
(9) Provisions that meet the ESOP annual addition requirements described in
§ 1.415(c)-1(f) and, if the ESOP is maintained by an employer that is a C corporation,
the requirements described in § 415(c)(6);
(10) If an ESOP provides for forfeitures, provisions that meet the forfeiture
requirement of § 54.4975-11(d)(4);
(11) If an ESOP holds employer securities consisting of stock in an S corporation,
provisions that meet the requirements of § 409(p) and § 1.409(p)-1;
(12) If an ESOP is maintained by employers that are C corporations, provisions
that meet the requirements of § 409(n); and
(13) Provisions (in the plan document or adoption agreement) that identify the
Adopting Employer as either a C corporation or an S corporation.
.18 Additional Provisions Required in Cash Balance Plans - In addition to complying
with sections 5.03 through 5.15, each Pre-approved Plan that includes Cash Balance
Formulas must meet the following requirements:
(1) Prior benefit structures protected - All Cash Balance Plans must ensure
compliance with the anti-cutback provisions of § 411(d)(6). To receive an Opinion
Letter under this revenue procedure, a Cash Balance Plan must provide that, at all
times, any benefits accrued prior to the Adopting Employer’s adoption of the Preapproved Plan (and other benefits protected under § 411(d)(6)(B)) are protected. A
Cash Balance Plan that was the subject of a Conversion Amendment must comply with

-24the provisions of § 411(b)(5)(B)(iii) and § 1.411(b)(5)-1(c). However, an Opinion Letter
will not be issued for a plan that uses an opening hypothetical account balance as
described in § 1.411(b)(5)-1(c)(3) to meet the requirements of § 1.411(b)(5)-1(c).
(2) Step-rate structure of Principal Credits - Cash Balance Plans that contain any
structure of Principal Credits that increase with age, service, or any other measure
during a participant’s employment must be definitely determinable, operationally
nondiscriminatory, and at all times in compliance with the “133 1/3 percent rule” of
§ 411(b)(1)(B) and the regulations thereunder. Employers may not rely on the Opinion
Letter with respect to the requirements of § 411(b)(1) for increasing Principal Credit
schedules that are created by Adopting Employers by completing blanks in the plan
formula, but may rely on the Opinion Letter with respect to the requirements of
§ 411(b)(1) for increasing Principal Credit schedules specified in the Pre-approved Plan
document.
SECTION 6. OPINION LETTERS - SCOPE
.01 General Limits on Opinion Letters - Opinion Letters will be issued only to
Providers or Mass Submitters. Opinion Letters constitute determinations as to the
qualification of the plans as adopted by particular employers only under the
circumstances, and to the extent, described in section 7. Opinion Letters do not
constitute rulings or determinations as to the exempt status of related trusts or custodial
accounts under § 501(a).
.02 Nonapplicability of this Revenue Procedure to IRAs (including traditional IRAs,
Roth IRAs, SEPS, and Simple IRAs) and to § 403(b) Plans - Opinion Letters will not be

-25issued under this revenue procedure for prototype plans intended to meet the
requirements for individual retirement arrangements under § 408. (See the Form 5305
series, which provides model IRA documents that have been pre-approved by the IRS
and for which an opinion letter is not needed. See also Rev. Proc. 87-50, 1987-2 C.B.
647, as modified by Rev. Proc. 97-29, 1997-1 C.B. 698; Rev. Proc. 98-59, 1998-2 C.B.
727; and Rev. Proc. 2010-48, 2010-50 I.R.B. 828, for administrative procedures for
seeking opinion letters for individual retirement arrangements under § 408.) In addition,
Opinion Letters will not be issued under this revenue procedure for § 403(b) plans (see
Rev. Proc. 2013-22, 2013-18 I.R.B. 985, as modified by Rev. Proc. 2014-28, 2014-16
I.R.B. 944, and clarified by Rev. Proc. 2017-18, 2017-5 I.R.B. 743, and Rev. Proc.
2015-22, 2015-11 I.R.B. 754, for administrative procedures for seeking opinion and
advisory letters for § 403(b) arrangements).
.03 Areas Not Covered by Opinion Letters - Opinion Letters will not be issued for:
(1) Multiemployer plans;
(2) Single-employer collectively bargained plans (however, this rule does not
preclude an employer from covering employees of the employer that are included in a
unit covered by a collective bargaining agreement if it is adopting a Pre-approved Plan
for its non-bargaining employees or from adopting a Pre-approved Plan pursuant to
such agreement as a single-employer plan that covers only bargaining employees of the
employer);
(3) Stock bonus plans other than ESOPs;

-26(4) ESOPs that are a combination of a stock bonus plan and a money purchase
plan;
(5) ESOPs that provide for the holding of preferred employer stock, including
ESOPs that hold stock described in § 409(l)(3);
(6) Consistent with section 6.01, pooled fund arrangements contemplated by Rev.
Rul. 81-100, 1981-1 C.B. 326 (as modified by Rev. Rul. 2004-67, 2004-2 C.B 28; Rev.
Rul. 2011-1, 2011-2 I.R.B. 251; Notice 2012-6, 2012-3 I.R.B. 293; and Rev. Rul. 201424, 2014-37 I.R.B. 529);
(7) Statutory Hybrid Plans with any of the following features:
(a) A statutory hybrid benefit formula that is not a Cash Balance Formula, such
as a formula under which benefits are determined by reference to the current value of
an accumulated percentage of the participant’s average compensation (a Pension
Equity Plan or PEP);
(b) Provisions under which Interest Credits are based on rates of return that are
subject to participant choice, or any rate that does not meet the requirements of
§ 1.411(b)(5)-1(d);
(c) Provisions under which a rate used to determine Interest Credits is based on
a subset of plan assets (as described in § 1.411(b)(5)-1(d)(5)(ii)) or the rate of return on
certain regulated investment companies (RICs) (as described in § 1.411(b)(5)1(d)(5)(iv));
(d) A Conversion Amendment, except for plans providing that, after the effective
date of the Conversion Amendment, a participant’s accrued benefit is equal to the sum

-27of accruals under the prior formula plus the benefit based on the Cash Balance Formula
(“A+B Conversion”);
(e) Provisions that use the 3-percent accrual rule or the fractional accrual rule
under § 411(b)(1)(A) or (C) to satisfy the accrued benefit requirements under
§ 411(b)(1);
(f) Provisions for funding exclusively through insurance contracts as described in
§ 412(e)(3); or
(g) Provisions for Offsets of benefits accrued under another plan (the “offsetting
plan”), unless:
(i) The Offset is applied on an accumulated basis at the participant’s annuity
starting date, rather than offsetting each year’s Principal Credit by that year’s accruals
or contributions under the offsetting plan;
(ii) If plan provisions are consistent with treatment of the Cash Balance
Formula as a lump sum-based benefit formula under § 1.411(a)(13)-1(d)(3), then the
offsetting plan is a defined contribution plan and the Offset is applied by subtracting the
account balance under the defined contribution plan from the hypothetical account
balance under the Cash Balance Formula prior to converting the balance to an annuity
benefit;
(iii) The Offset meets the safe-harbor requirements of § 1.401(a)(4)-8(d)
(except that the Offset can be computed by subtracting the account balance under the
offsetting plan from the hypothetical account balance under the Cash Balance
Formula), including the requirement that the offsetting plan may not be a § 401(k) plan

-28or a § 401(m) plan;
(iv) For the purpose of determining the amount of the Offset against any
defined benefit formula, the Offset reflects the value of any distributions from the
offsetting plan made prior to the participant’s annuity starting date under the Cash
Balance Plan;
(v) The Offset is applied on a uniform basis for all participants;
(vi) The plan provides a minimum accrued benefit to participants (expressed
as a lifetime annuity commencing at normal retirement age) of no less than 0.5% of
compensation for each year of credited service, which is not reduced by the Offset
applied to other formulas under the plan;
(vii) Accrued benefits, considered in conjunction with defined contribution
accounts subject to any Offset, meet nondiscrimination requirements; and
(viii) The amount of the Offset, including any procedures and actuarial
assumptions for converting a defined contribution account balance (under a specificallynamed defined contribution plan) to an annuity amount, is definitely determinable.
(8) Plans described in § 414(k) (relating to a defined benefit plan that provides a
benefit derived from employer contributions that is based partly on the balance of the
separate account of a participant);
(9) Target benefit plans, other than plans that, by their terms, satisfy each of the
safe harbor requirements described in § 1.401(a)(4)-8(b)(3)(i), as well as the additional
rules in § 1.401(a)(4)-8(b)(3)(ii) through (vii);

-29(10) Governmental defined benefit plans that include “deferred retirement option
plan” (DROP) features, or similar provisions in which a participant earns additional
benefits for continued employment post-normal retirement age in the form of credits to a
separate account (including a cash balance account or other arrangement) under the
same plan;
(11) Plans under which the § 415 limitations are incorporated by reference;
(12) Plans under which the ADP test under § 401(k)(3) or the ACP test under
§ 401(m)(2) are incorporated by reference;
(13) Standardized § 401(k) plans that provide for hardship distributions under
circumstances other than those described in the safe harbor standards in the
regulations under § 401(k);
(14) Nonstandardized § 401(k) plans that provide for hardship distributions under
circumstances not described in the safe harbor standards in the regulations under
§ 401(k), unless these distributions are subject to nondiscriminatory and objective
criteria contained in the plan;
(15) Fully-insured § 412(e)(3) plans, other than non-statutory hybrid plans that by
their terms satisfy the safe harbor in § 1.401(a)(4)-3(b)(5);
(16) Plans that include purported fail-safe provisions for § 401(a)(4) or the average
benefit test under § 410(b);
(17) Plans that include blanks or fill-in provisions for the employer to complete,
unless the provisions have parameters that preclude the employer from completing the
provisions in a manner that could violate the qualification requirements;

-30(18) Plans designed to satisfy the provisions of § 105;
(19) Plans that include § 401(h) accounts;
(20) Eligible combined plans within the meaning of § 414(x)(2); or
(21) Variable Annuity Plans and plans that provide for accruals that are
determined in whole or in part based on the value of, or rate of return on, identified
assets, including plan assets.
.04 Opinion Letters Will Not Consider Title I Issues - The IRS will not review for and
an Opinion Letter will not consider Title I issues, which are administered by the
Department of Labor.
.05 The IRS may, in its discretion, decline to issue Opinion Letters for other types of
plans or issues not described in this section.
SECTION 7. EMPLOYER RELIANCE ON OPINION LETTER
.01 Standardized Plans - Except as provided in section 7.01(1) through (3), an
employer adopting a Standardized Plan may rely on that plan's Opinion Letter as to the
qualification in form of the plan under the Code provisions provided in section 4.06 if the
plan has a currently valid Opinion Letter, the employer’s plan is identical to the
Standardized Plan, the coverage and contributions or benefits under the employer’s
plan are not more favorable for highly compensated employees (as defined in § 414(q))
than for other employees, and the employer has not amended the plan other than to
choose options provided under the plan or to make amendments as described in
section 8.03. See also section 8.06, which provides that an employer that amends a

-31Standardized Plan other than as provided in section 8.03 will be treated as maintaining
an individually designed plan.
(1) An employer may not rely on an Opinion Letter for a Standardized Plan with
respect to the requirements of §§ 415 and 416 without obtaining a determination letter if
the employer maintains at any time, or has maintained at any time, another plan,
including a Standardized Plan, that was qualified or determined to be qualified and that
covers or covered some of the same participants. An employer that adopts a
Standardized Plan that is a defined contribution plan will not be considered to have
maintained another plan merely because the employer has maintained another defined
contribution plan, provided such other plan has been terminated prior to the effective
date of the Standardized Plan and no annual additions have been credited to the
account of any participant under such other plan as of any date within a limitation year
of the Standardized Plan. For this purpose, a plan that has been properly replaced by
the adoption of a Standardized Plan is not considered another plan. To be considered a
replacement plan and thus for the employer to be able to rely on the Standardized Plan
with respect to the requirements of §§ 415 and 416 without obtaining a determination
letter, the plan that has been replaced and the Standardized Plan must be of the same
type (for example, both defined benefit plans).
(2) An employer that has adopted a Standardized Plan that is a defined benefit plan
may rely on an Opinion Letter with respect to the requirements of § 401(a)(26) only if the
plan satisfies the requirements of § 401(a)(26) with respect to its prior benefit structure

-32(within the meaning of § 1.401(a)(26)-3) or is deemed to satisfy § 401(a)(26) pursuant to
regulations thereunder.
(3) An employer that adopts a Standardized Plan may not rely on an Opinion
Letter with respect to: (a) whether the timing of any amendment to the plan (or series of
amendments) satisfies the nondiscrimination requirements of § 1.401(a)(4)-5(a), except
with respect to plan amendments granting past service that meet the safe harbor
described in § 1.401(a)(4)-5(a)(3) and are not part of a pattern of amendments that
significantly discriminates in favor of highly compensated employees; or (b) whether the
plan satisfies the effective availability requirement of § 1.401(a)(4)-4(c) with respect to
any benefit, right, or feature. An employer that adopts a Standardized Plan as an
amendment to a plan other than a Standardized Plan may not rely on an Opinion Letter
with respect to whether a benefit, right, or feature that is prospectively eliminated
satisfies the current availability requirements of § 1.401(a)(4)-4.
.02 Nonstandardized Plans - An employer adopting a Nonstandardized Plan may
rely on that plan’s Opinion Letter as to the qualification in form of the plan under the
Code provisions provided in section 4.06 if the plan has a currently valid Opinion Letter,
the employer’s plan is identical to the Nonstandardized Plan, and the employer has not
amended the plan other than to choose options provided under the plan or to make
amendments as described in section 8.03.
(1) Except as otherwise provided in this section 7.02, Adopting Employers of
Nonstandardized Plans may not rely on an Opinion Letter with respect to the
requirements of:

-33(a) § 401(a)(4), 401(a)(26), 401(l), 410(b), or 414(s); or
(b) if the employer maintains or has ever maintained another plan covering
some of the same participants, § 415 or 416 (for this purpose, whether an employer
maintains or has ever maintained another plan will be determined using principles
consistent with section 7.01(1)).
(2) Adopting Employers of Nonstandardized Plans may rely on the Opinion Letter
with respect to the requirements of §§ 410(b) and 401(a)(26) (other than the
§ 401(a)(26) requirements that apply to a prior benefit structure) if all nonexcludable
employees benefit under the plan.
(3) Nonstandardized Plans may allow an Adopting Employer to select an
allocation formula for employer nonelective contributions that satisfies one of the
design-based safe harbors in § 1.401(a)(4)-2(b)(2) or a benefit formula that satisfies one
of the design-based safe harbors under § 1.401(a)(4)-3(b)(3), (4), or (5), and the ability
to select a safe harbor compensation definition for such formula that satisfies
§ 1.414(s)-1(c). If the plan of the Adopting Employer allocates contributions or provides
benefits using one of the design-based safe harbors in § 1.401(a)(4)-2(b)(2) or
§ 1.401(a)(4)-3(b)(3), (4), or (5), and the plan defines compensation using a definition
that satisfies § 1.414(s)-1(c), then the Adopting Employer may rely on an Opinion Letter
with respect to the nondiscriminatory amounts requirement under § 401(a)(4). Adopting
Employers of Nonstandardized Plans that are § 401(k) and/or § 401(m) plans may rely
on an Opinion Letter with respect to whether the form of the plan satisfies the actual
deferral percentage test of § 401(k)(3) or the actual contribution percentage test of

-34§ 401(m)(2) if the employer elects to use a safe harbor definition of compensation in the
test. Adopting Employers of Nonstandardized Plans described in § 401(k)(11) and/or
§ 401(m)(12) may rely on an Opinion Letter with respect to whether the form of the plan
satisfies these requirements, unless the plan provides for the safe harbor contribution to
be made under another plan.
(4) Except as provided in section 5.18(2), Adopting Employers of plans that
contain a Cash Balance Formula with a structure of Principal Credits that increase with
age, service, or any other measure during a participant’s employment may not rely on
an Opinion Letter with respect to the requirements of § 411(b)(1).
.03 Other Limitations and Conditions on Reliance - The following conditions and
limitations apply with respect to all Pre-approved Plans:
(1) An Adopting Employer may rely on an Opinion Letter for a plan that amends or
restates a plan of the employer only if the plan that is being amended or restated was
qualified.
(2) An Adopting Employer will not have reliance if the employer’s adoption of the
plan precedes the issuance of an Opinion Letter for the plan.
(3) An Adopting Employer will not have reliance on the Opinion Letter if the
adoption agreement or other elective provisions in the plan are not completed correctly
when adopted by the employer.
(4) An Adopting Employer may rely on an Opinion Letter only if the requirements
of this section 7 are met and the employer’s plan is identical (as described in section
8.03) to a Pre-approved Plan with a currently valid Opinion Letter. Thus, the employer

-35must not have added any terms to the Pre-approved Plan and must not have modified
or deleted any terms of the plan other than by choosing options permitted under the
plan or by amending the document as permitted under section 8.03.
(5) An Adopting Employer of any pension plan in which the normal retirement age
selected by the employer is less than age 62 will not have reliance on the Opinion Letter
that such age is reasonably representative of the typical retirement age for the
employer’s industry, as required by § 1.401(a)-1(b)(2).
(6) The Trust or Custodial Account Document may not contain a provision that
states that the provisions of the trust override provisions of the plan. An Adopting
Employer may not rely on an Opinion Letter to the extent that provisions of a trust or
custodial account that are a separate portion of the plan override or conflict with the
provisions of the plan document.
.04 Reliance Equivalent to Determination Letter - If an employer may rely on an
Opinion Letter pursuant to this section, the Opinion Letter will be equivalent to a
determination letter. For example, the Opinion Letter is treated as a determination letter
for purposes of section 23 of Rev. Proc. 2017-4 (as updated annually), regarding the
effect of a determination letter. As provided in this section, the extent of the employer’s
reliance may be limited.
.05 If an Adopting Employer may not rely on a plan’s Opinion Letter, the employer, if
eligible as provided in section 12 of Rev. Proc. 2017-4 (as updated annually), may
submit an application for a determination letter to obtain reliance. In addition, if an
employer adds language to a Pre-approved Plan to satisfy the requirements of §§ 415

-36and 416 given the required aggregation of plans, to obtain reliance with regard to
§§ 415 and 416, the employer must submit an application for a determination letter. In
this case, section 12.01(5)(a) of Rev. Proc. 2017-4 provides that such submission must
be made on Form 5300, Application for Determination for Employee Benefit Plan.
However, pursuant to this revenue procedure, a determination letter application to
obtain reliance for §§ 415 and 416 may be made on Form 5307, Application for
Determination for Adopters of Modified Volume Submitter Plans.
SECTION 8. PLAN AMENDMENTS
.01 Plan Amendments Generally - Providers are required to amend their Preapproved Plans to ensure that the form of their plans continues to satisfy the
requirements of § 401. Providers must make reasonable and diligent efforts, as soon
as practicable following the adoption of plan amendments, to ensure that Adopting
Employers of the Provider’s plan have actually received and are aware of such plan
amendments. The date on which each amendment is adopted by the Provider must be
included with the amendment. Failure to comply with this requirement may result in the
loss of eligibility to offer plans and the revocation of Opinion Letters that have been
issued to the Provider.
.02 Interim Amendment Requirement - A plan must be operated in accordance with
the written plan document. When there are changes with respect to plan qualification
requirements that affect the provisions of the written plan document, the adoption of
interim amendments generally will be required in accordance with the rules set forth in
section 15 of Rev. Proc. 2016-37. See section 15.04 of Rev. Proc. 2016-37 regarding

-37the time by which such amendments must be adopted. Failure to so amend may result
in the loss of a plan’s qualified status. See section 9.04 for additional application
submission requirements for interim amendments.
.03 Effect of Amendments; Reliance - As provided in section 7.03, an Adopting
Employer may rely on an Opinion Letter issued with respect to a Pre-approved Plan
only if the employer’s plan is identical to the Pre-approved Plan. An employer that
amends any provision of a Pre-approved Plan, including its adoption agreement, or an
employer that chooses to discontinue participation in a plan as amended by its Provider
without substituting another Pre-approved Plan will lose reliance on the Opinion Letter.
Notwithstanding the preceding sentence, the following types of amendments will not
cause a plan to fail to be identical to a Pre-approved Plan and, thus, will not result in the
employer losing reliance on the Opinion Letter:
(1) Amendments to the plan to add or change a provision (including choosing
among options in the plan) and/or to specify or change the effective date of a provision,
provided the employer is permitted to make the modification or amendment under the
terms of the Pre-approved Plan as well as under § 401 or 403(a), and, except for the
effective date, the provision is identical to a provision in the Pre-approved Plan;
(2) Sample or model amendments published by the IRS that specifically provide
that their adoption will not cause such plan to fail to be identical to the Pre-approved
Plan;

-38(3) Amendments that adjust the limitations under §§ 415, 402(g), 401(a)(17), and
414(q)(1)(B) to reflect annual cost-of-living increases, other than amendments that add
automatic cost-of-living adjustment provisions to the plan;
(4) Plan language completed by the employer if such overriding language is
necessary to satisfy § 415 or 416 because of the required aggregation of multiple plans
under these sections, in accordance with section 5.05;
(5) Interim amendments or discretionary amendments that are related to a change
in qualification requirements, in accordance with section 15 of Rev. Proc. 2016-37;
(6) Amendments that reflect a change of a Provider's name, in which case the
Provider must notify the IRS, in writing, of the change in name and certify that it still
meets the conditions to be a Provider described in section 4.08 (see also section 14
regarding changes in employer identification numbers); and
(7) Amendments to the administrative provisions in the plan (such as provisions
relating to investments, plan claims procedures, and employer contact information),
provided the amended provisions are not in conflict with any other provision of the plan
and do not cause the plan to fail to qualify under § 401.
.04 Obtaining Reliance After Employer Amendment - An employer maintaining a
Nonstandardized Plan that may not rely on the plan’s Opinion Letter pursuant to this
revenue procedure may obtain reliance for its plan by requesting a determination letter
under certain circumstances. See section 20.03(3) of Rev. Proc. 2016-37 and sections
12 and 13 of Rev. Proc. 2017-4 (as updated annually) for application procedures and
the conditions under which an employer that has made modifications to a Pre-approved

-39Plan may file for a determination letter to obtain reliance. Section 12 of Rev. Proc.
2017-4 (as updated annually) provides guidance on (a) who is eligible to file for a
determination letter, (b) which form to use in applying for a determination letter (for
example, Form 5307 or Form 5300), and (c) whether the Cumulative List or the
Required Amendments List as described in section 17 or 9, respectively, of Rev. Proc.
2016-37 will be used by the IRS in reviewing an employer’s plan. Under section
20.03(3) of Rev. Proc. 2016-37, an employer may submit a determination letter
application on a Form 5300 only if the application is made upon initial qualification, plan
termination, or in other circumstances identified by the IRS. For this purpose, an
employer that previously filed an application on Form 5300 or Form 5307 with respect to
the plan and was issued a favorable determination letter is not eligible to file a Form
5300 for initial plan qualification.
.05 Effect of Employer Amendments on Remedial Amendment Cycle
(1) Employer amendments made to a Pre-approved Plan will not affect the plan’s
eligibility for a six-year remedial amendment cycle. However, if an employer amends a
Pre-approved Plan as provided in section 8.06(2) within one year of the date the
employer initially adopted the plan, the plan will not be eligible for the six-year remedial
amendment cycle. In cases in which an amended plan remains eligible for the six-year
cycle and the Adopting Employer wishes to and is otherwise eligible to file for a
determination letter for the plan as provided in section 12 of Rev. Proc. 2017-4 (as
updated annually), the determination letter application must be filed during the
applicable two-year window for employer adoption described in section 12.03 of this

-40revenue procedure. Except for plans that are treated as individually designed, as
described in section 8.06, the plan submitted for a determination letter will be reviewed
based on the Cumulative List applicable to the underlying Pre-approved Plan. See also
section 8.07.
(2) A plan will not lose eligibility for the six-year remedial amendment cycle if a
closing agreement under the Audit Closing Agreement Program or a compliance
statement under the Voluntary Correction Program of the Employee Plans Compliance
Resolution System (EPCRS) has been issued with respect to the employer’s plan with
regard to the amendment. See section 6.05(2)(b) of Rev. Proc. 2016-51, 2016-42 I.R.B.
465, regarding the ability of the employer to rely on the Opinion Letter.
.06 Pre-approved Plans Treated as Individually Designed - A Pre-approved Plan will
be treated as individually designed under the following circumstances:
(1) Except as provided in section 8.03, an employer makes any amendment to a
Standardized Plan;
(2) An employer amends a Pre-approved Plan (including its adoption agreement if
applicable) to incorporate a type of plan not allowed in the Opinion Letter program, as
described in section 6.03;
(3) The IRS, in its discretion, determines that a plan is an individually designed
plan due to the nature and extent of amendments made; or
(4) An employer chooses to discontinue participation in a Pre-approved Plan that
has been amended by the Provider, without substituting another Pre-approved Plan.

-41.07 Procedures for Pre-approved Plans Treated as Individually Designed - If a plan
is treated as individually designed, the employer may not file for a determination letter
using a Form 5307. However, if an employer is otherwise eligible to file a determination
letter application pursuant to section 4 of Rev. Proc. 2016-37, the employer may file for
a determination letter on Form 5300. In this case, the IRS will review the plan using the
Required Amendments List (as described in section 12 of Rev. Proc. 2016-37) that was
issued during the second calendar year preceding the submission of the determination
letter application. See section 8.05(1) with respect to a plan’s continued eligibility for
the six-year remedial amendment cycle and the time period for filing a determination
letter (if applicable).
SECTION 9. OPINION LETTER APPLICATIONS - INSTRUCTIONS TO PROVIDERS
AND OTHER RULES FOR APPLICATIONS AND LETTERS
.01 Issuance of Opinion Letters -The IRS will, upon the request of a Provider, issue
an Opinion Letter as to the qualification in form of the Provider's plan under §§ 401,
403(a), and 4975(e)(7).
.02 Submission of Opinion Letter Applications - Rev. Proc. 2016-37 provides that
every Pre-approved Plan will continue to have a regular six-year remedial amendment
cycle. Rev. Proc. 2016-37 also states that Providers of Pre-approved Plans must
submit requests for Opinion Letters during the on-cycle submission period that relates to
an applicable six-year remedial amendment cycle. The third six-year remedial
amendment cycle for pre-approved defined contribution plans began on February 1,
2017, and ends on January 31, 2023. Pursuant to this revenue procedure, the on-cycle

-42submission period for Pre-approved Plan Providers to submit applications for Opinion
Letters begins on October 2, 2017, and ends on October 1, 2018. Providers may apply
for Opinion Letters at other times, but these filings will be considered “off-cycle.” See
section 11 regarding IRS review of off-cycle filings.
.03 Procedure for Requesting Opinion Letters - A request for an Opinion Letter
relating to a plan must be submitted on the version of Form 4461, Application for
Approval of Master or Prototype or Volume Submitter Defined Contribution Plans, Form
4461-A, Application for Approval of Master or Prototype or Volume Submitter Defined
Benefit Plan, or Form 4461-B, Application for Approval of Master or Prototype or
Volume Submitter Plans (Mass Submitter Adopting Sponsor or Practitioner), as
appropriate, that is applicable at the time of the request. The IRS is updating these
forms and will announce when the forms become available. Until such time as the
forms become available, an application for an Opinion Letter for a Pre-approved Plan
must be made by submitting to the IRS the plan along with a completed and signed
Submission for Pre-approved Defined Contribution Plan Opinion Letter provided in
Appendix A of this revenue procedure. The request must be accompanied by (1) the
applicable required user fee as provided in Appendix B of this revenue procedure, (2) a
signed certification that all necessary amendments required by the IRS to retain the
qualified status of the Provider’s plan have been made and communicated to all
Adopting Employers, and (3) either Attachment I to Form 4461 or Attachment I-A to
Form 4461-A, as applicable. These attachments may be downloaded from the Internet
at the following address: http://www.irs.gov/Retirement-Plans/Preapproved-Plan-

-43Submission-Procedures. All information on the Submission for Pre-approved Defined
Contribution Plan Opinion Letter must be typed. The request must be sent to the
address listed in section 19. The application must include a copy of the plan document
and any adoption agreement, if applicable. Copies of trusts or other funding mediums
should not be submitted. The IRS will not review for, and the Opinion Letter will not
cover, any provisions included in trust documents.
.04 Additional Submission Requirements for Interim Amendments - In addition to the
application described in section 9.03, the Provider must submit a certification that all
interim amendments on the applicable Cumulative List have been made, and a cover
letter summarizing the changes to the plan that are affected by each such interim
amendment. The IRS retains the right to request and secure from the Provider in
appropriate circumstances copies of all interim amendments reflected on the applicable
Cumulative List that the Provider has adopted on behalf of its Adopting Employers.
.05 Expediting Review of Substantially Identical Plans - The IRS reserves the right
to review applications in any order that will expedite the processing of Opinion Letter
applications, subject to section 11 regarding off-cycle filing. To expedite the review of
substantially identical plans that are not Mass Submitter plans, the IRS encourages plan
drafters and Providers to include with each Opinion Letter application, if appropriate, a
cover letter setting forth the following information:
(1) The name and file folder number (if available) of the plan that, for review
purposes, the plan drafter designates as the "lead plan" (including the name and EIN of
the Provider);

-44(2) A list of all plans written by the plan drafter that are substantially identical to the
lead plan (including the information described in paragraph (1) above for each plan);
(3) A description of each location in the plan for which the application is being
submitted that is not word-for-word identical to the language of the lead plan, including
an explanation of the purpose and effect of each such difference; and
(4) A certification made under penalty of perjury by the plan drafter that the
information described in paragraph (3) above is true and complete. If the Provider or
plan drafter is aware that a lead plan or any substantially identical plan has been
assigned for review to a specialist, the cover letter also should indicate the name of the
specialist, if possible.
To the extent feasible, lead plans and substantially identical plans should be
submitted together. The IRS will regard the information and certification described in
paragraphs (3) and (4) above as a representation of a material fact for purposes of
issuing an Opinion Letter.
.06 Use of Same Basic Plan Document by Multiple Plans/Separate Applications
Required for Different Categories of Adoption Agreement Plans
(1) In general, provided that the provisions of a basic plan document are identical
for all plans using that document, separate defined contribution adoption agreements
may be associated with the same defined contribution basic plan document and
separate defined benefit adoption agreements may be associated with the same
defined benefit basic plan document. Thus, for example, a profit-sharing plan, a money
purchase pension plan other than a target benefit plan, a target benefit plan, and an

-45ESOP may all use the same defined contribution basic plan document. Defined benefit
plans and defined contribution plans may not use the same basic plan document.
(2) A profit-sharing plan (with or without a § 401(k) arrangement) that does not
include an ESOP and a money purchase pension plan that is not a target benefit plan
may use the same adoption agreement; however, separate adoption agreements are
required for ESOPs and target benefit plans. In addition, although an ESOP is
permitted to contain both profit-sharing and § 401(k) features in the same adoption
agreement, an employer that adopts the plan may not adopt such profit-sharing and
§ 401(k) features without also adopting the ESOP portion of the plan. The adoption
agreement submitted for a defined benefit plan may contain any combination of
integrated formulas (that is, formulas that provide for permitted disparity), non-integrated
formulas, and cash balance formulas. Standardized and Nonstandardized Plans may
not be combined in a single adoption agreement.
(3) Basic plan documents and associated adoption agreements used for
governmental plans (that is, plans described in § 414(d)) must be separate from the
basic plan documents and associated adoption agreements used for nongovernmental
plans. Similarly, separate basic plan documents and the associated adoption
agreements must be used for non-electing church plans (church plans described in
§ 414(e) that have not made the election provided in § 410(d)). Thus, for example, a
Provider that wishes to obtain Opinion Letters for a governmental plan and a nonelecting church plan must submit a separate basic plan document and associated
adoption agreement for the governmental plan and a separate basic plan document and

-46associated adoption agreement for the non-electing church plan.
(4) A separate application form must be submitted with respect to each adoption
agreement for which an Opinion Letter is requested. A basic plan document and all
associated adoption agreements should be submitted simultaneously. Only one copy of
the basic plan document should be provided. However, if additional adoption
agreements are later submitted with respect to a basic plan document, the Provider
must submit a copy of the basic plan document with each submission and include a
cover letter identifying the original submission. The plan number given to such basic
plan document must remain the same as in the prior submission.
.07 Separate Categories and Applications Required for Single Document Plans
(1) A separate plan and application are required for each of the following
categories of Single Document Plans: a target benefit plan, an ESOP, and a defined
benefit plan. A profit-sharing plan (with or without a § 401(k) arrangement) that does
not include an ESOP and a money purchase pension plan that is not a target benefit
plan may be combined in a single plan and application. In addition, although an ESOP
is permitted to contain both profit-sharing and § 401(k) features in the same plan, an
employer that adopts the plan may not select the profit-sharing and § 401(k) features
without also selecting the ESOP provisions in the plan. Standardized and
Nonstandardized Plans may not be combined in one Single Document Plan.
(2) With respect to a governmental plan or a non-electing church plan, a separate
plan and application must be submitted for each. Thus, for example, separate plans

-47and application forms must be submitted for a governmental plan, a nongovernmental
plan, and a non-electing church plan.
.08 Sample Language - A Listing of Required Modifications (LRM) containing
sample plan language is available from the IRS. Although the sample language is
designed for use in plans that use an adoption agreement format, in order to expedite
processing, Providers are encouraged to refer to the sample language as a guide in
drafting plans that do not use an adoption agreement format. To expedite the review of
their plans, Providers are encouraged to use LRM language if appropriate and to
identify the location of such language in their Pre-approved Plan. LRMs may be
downloaded from the Internet at http://www.irs.gov/Retirement-Plans/Listing-ofRequired-Modifications-LRMs.
.09 Material Furnished to Adopting Employers - A Provider must furnish each
Adopting Employer with a copy of the approved plan, copies of any subsequent
amendments, and the most recently issued Opinion Letter from the IRS.
.10 Effect of Failure to Disclose Material Fact or to Accurately Provide Information A failure to disclose a material fact or misrepresentation of a material fact in the
application or the failure to accurately provide any of the information called for on any
form required by this revenue procedure may result in the inability of Adopting
Employers to rely on the Opinion Letter.
.11 Additional Information May Be Requested – When reviewing the application for
an Opinion Letter, the IRS may, in its discretion, require any additional information that it
deems necessary, including a demonstration of how the variables (options or

-48alternatives) in the Pre-approved Plan interrelate to satisfy the qualification
requirements of the Code. If a letter requesting changes to the Pre-approved Plan is
sent to the Provider or an authorized representative, changes responsive to the letter
must be received no later than 30 days from the date of the letter, and the response
must include either a copy of the plan with the changes highlighted or, if the changes
are not extensive, replacement pages. If the changes are not received within 30 days,
the application may be considered withdrawn. An extension of the 30-day time limit will
only be granted for good cause.
.12 Inadequate Submissions - The IRS will return, without further action, plans that
are not in substantial compliance with the qualification requirements of § 401, 403(a), or
4975(e)(7), or plans that are so deficient that they cannot be reviewed in a reasonable
period of time. A plan may be considered not to be in substantial compliance if, for
example, it omits language needed to comply with a qualification requirement or merely
incorporates qualification requirements by reference to the applicable Code section.
The IRS will not consider a plan with such an omission or cross-reference until after the
plan has been revised, and the modified plan will be treated as a new request for
approval as of the date it is resubmitted. No additional user fee will be charged if an
inadequate submission is amended to be in substantial compliance and is resubmitted
to the IRS within 30 days following the date the Provider is notified of such inadequacy.
.13 Nonidentification of Questionable Issues May Cause Delay - If the Pre-approved
Plan submitted as part of an Opinion Letter request contains a provision that gives rise
to an issue for which contrary published authorities exist, failure to disclose and address

-49significant contrary authorities may result in requests for additional information, which
will delay action on the request. See section 9.11.
SECTION 10. MASS SUBMITTERS
.01 Opinion Letters Issued to Mass Submitters
(1) The IRS will, upon request by a Mass Submitter, issue an Opinion Letter as to
the qualification in form of the Mass Submitter's plan under §§ 401, 403(a), and
4975(e)(7). With respect to its plan, the Mass Submitter must submit the version of
Form 4461 or Form 4461-A that is applicable at the time of the request and include a
completed Attachment I for a defined contribution plan or Attachment I-A for a defined
benefit plan. The IRS is updating these forms and will announce when the forms will
become available. Until such time as the forms are available, an application for an
Opinion Letter for a Pre-approved Plan may be made by submitting the plan to the IRS
along with a completed and signed Submission for Pre-approved Defined Contribution
Plan Opinion Letter provided in Appendix A of this revenue procedure. The request
must be sent to the address in section 19. In the case of an initial submission of a Preapproved Plan under this revenue procedure, the Mass Submitter’s application also
must be accompanied by applications for Opinion Letters filed on behalf of the requisite
number of Providers that are offering the same plan on a word-for-word basis as
provided in section 10.02, unless the Mass Submitter has already satisfied this
requirement in connection with a previous application under this revenue procedure
involving another Pre-approved Plan. Any plan submitted by a Mass Submitter must
include language designating the Mass Submitter as agent for the Provider for purposes

-50of making plan amendments. The request must be accompanied by the applicable
required user fee as provided in Appendix B of this revenue procedure and a signed
certification that all necessary amendments required by the IRS to retain the qualified
status of the Mass Submitter’s plan have been made and communicated to all adopting
Providers. Attachments I and I-A may be downloaded from the Internet at the following
address: http://www.irs.gov/Retirement-Plans/Preapproved-Plan-SubmissionProcedures.
(2) After satisfying the requirement as to the number of adopting Providers, the
Mass Submitter may submit additional applications on behalf of other Providers that
wish to adopt a word-for-word identical plan or a plan that contains minor modifications
to the Mass Submitter plan, as provided in section 10.03(2). In addition, the Mass
Submitter may then submit requests for Opinion Letters under this section 10.01 for its
other plans, regardless of the number of identical adopters of such other plans.
.02 Reduced Procedural Requirements for Providers That Use Mass Submitter
Plans - A Provider of a plan of a Mass Submitter must obtain an Opinion Letter. The
Mass Submitter must submit on behalf of each Provider a completed Submission for
Pre-approved Defined Contribution Plan Opinion Letter which contains a declaration by
the Mass Submitter under penalty of perjury that the Provider will offer a plan that is
word-for-word identical to a plan of the Mass Submitter, or a plan that is a minor
modification of the Mass Submitter's plan. The Submission for Pre-approved Defined
Contribution Plan Opinion Letter must be typed. If the Provider is offering a word-forword identical plan (including a flexible plan) a copy of the plan need not be submitted.

-51If the Mass Submitter submits a plan with minor modifications, it must comply with the
requirements of section 10.03(2). The request must be accompanied by the required
user fee as provided in Appendix B and a signed certification that all necessary
amendments required by the IRS to retain the qualified status of the Provider’s plan
have been made and communicated to all Adopting Employers. Upon receipt of the
request for an Opinion Letter, the IRS will, as soon as administratively feasible, issue an
Opinion Letter with respect to the Provider’s plan (provided that an Opinion Letter has
been issued with respect to the Mass Submitter’s plan).
.03 Definitions for Mass Submitter Plans -

(1) Flexible Plan
(a) In general - A "flexible plan" is a plan submitted by a Mass Submitter that
contains optional provisions (as defined in paragraph (b) immediately below). Providers
that adopt the flexible plan may include or delete any optional provision that is
designated as such in the Mass Submitter's plan, provided the inclusion or deletion of
specific optional provisions conforms to the Mass Submitter's written representation to
the IRS concerning the choices available to Providers and the coordination of optional
provisions. A Mass Submitter must bracket and identify the optional provisions when
submitting such plan, and also must provide the IRS a written representation describing
the choices available to Providers and the coordination of optional provisions. Thus,
such a representation must indicate whether a Provider's plan may contain only one of a
certain group of optional provisions, may contain only a specific combination of
provisions, or may exclude the provisions entirely. Similarly, if the inclusion (or deletion)

-52of a specific optional provision in a Provider's plan will automatically result in the
inclusion (or deletion) of any other optional provision, this must be set forth in the Mass
Submitter's representation. A flexible plan may contain only optional provisions that
meet the requirements of section 10.03(1)(b), and must be drafted so that the
qualification of any Provider's plan will not be affected by the inclusion or deletion of
optional provisions. For example, if a Provider's defined contribution plan contains an
optional provision that allows a portion of a participant's account to be invested in life
insurance, then under the terms of the Provider's plan, the application of the proceeds
of the life insurance must meet the requirements of §§ 401(a)(11) and 417. A flexible
plan adopted by a Provider that differs from the Mass Submitter plan only because the
Provider has deleted certain optional provisions from its plan in conformance with the
Mass Submitter's representation described in this paragraph will be treated as a wordfor-word identical plan to the Mass Submitter plan. The IRS encourages Mass
Submitters to limit the number of optional provisions described in section 10.03(1)(b)(i)
and (ii) that they provide under a flexible plan to six investment provisions and six
administrative provisions.
(b) Optional Provisions - A flexible plan may contain optional provisions that
comply with the requirements set forth in this paragraph. The optional provisions may
be arranged as separate optional articles or sections within a Pre-approved Plan or as
separate optional provisions within a single article or section. A flexible plan also may
contain related optional provisions in the adoption agreement. For example, if a plan
document for a Mass Submitter flexible plan contains an optional provision that would

-53allow for loans under a Provider's plan, the adoption agreement may also include an
optional provision that would enable an Adopting Employer to elect whether loans will
be available under the plan it adopts. If the Provider does not wish to enable Adopting
Employers to make loans available under their plans, the Provider would delete from the
Provider’s plan both the plan document optional provision and the adoption agreement
optional provision. A Provider may include or delete optional provisions of a Mass
Submitter plan, but once the Provider has decided to include an optional provision, it
must offer that provision to all Adopting Employers. Any optional provision that the IRS
determines does not meet the requirements of this section must be changed to a
non-optional provision or deleted from the Mass Submitter's plan. The following is an
exclusive list of the allowable optional provisions that a flexible plan may contain:
(i) Investment Provisions - A Mass Submitter may offer a variety of investment
provisions in its plan for Providers to include or delete from their version of the plan.
However, the plan as adopted by the Provider must provide some method for investing
trust assets. Investment provisions are those provisions that describe the plan's
methods of investing the trust or custodial funds, including provisions such as the
availability of loans and investments in insurance contracts or other funding media, and
self-directed investments.
(ii) Administrative Provisions - A Mass Submitter may offer a variety of
administrative provisions in its plan for Providers to include or delete from their version
of the plan. However, the plan as adopted by the Provider must describe how the plan
will be administered. Administrative provisions are those provisions that describe the

-54administration of the plan, including the powers, duties, and responsibilities of a plan's
custodian, trustee, administrator, employer, and other fiduciaries. Administrative
provisions include the allocation of responsibilities among fiduciaries, the resignation or
replacement of fiduciaries, the claims procedures under the plan, and the recordkeeping requirements. However, procedural provisions that are required for plan
qualification are not administrative provisions under this section. For example,
provisions that provide for the notice to participants required by § 417 and recordkeeping required by regulations under §§ 401(k) and/or 401(m) are not administrative
provisions for purposes of this revenue procedure, and may not be optional provisions.
(iii) Cash or Deferred Arrangement - A Mass Submitter of a defined
contribution plan may include a self-contained cash or deferred arrangement (as
defined in § 401(k)) for Providers to include or delete.
(2) Minor Modifications
(a) A "minor modification" is a minor change to an otherwise word-for-word
identical Pre-approved Plan of the Mass Submitter that the IRS determines does not
require an in-depth IRS technical review. For example, a change from five-year 100%
vesting to three-year 100% vesting is a minor modification. On the other hand, a
change in the method of accrual of benefits in a defined benefit plan would not be
considered a minor modification. A minor modification must be submitted by the Mass
Submitter on behalf of the Provider that will adopt the modified plan. Subject to sections
10.05 and 11 and the provisions of this section, submissions with respect to minor

-55modifications will be reviewed on an expedited basis, and Opinion Letters will be issued
to the Provider as soon as possible.
(b) The IRS reserves the right to determine if changes described in the previous
paragraph are minor. If it is determined that the changes are extensive or require an
in-depth technical review, the plan submitted under paragraph (c) immediately below
will not be entitled to expedited review and will otherwise be treated as a non-mass
submitter plan. In the event the plan is treated as a non-mass submitter plan, the IRS
will notify the Mass Submitter in writing of its determination. Within 30 days following
the date of such communication, either the Mass Submitter may revise the plan so that
the modifications are minor and resubmit the revised plan, or the Provider may submit
Form 4461 or 4461-A, whichever is applicable, and an additional user fee in an amount
equal to the difference between a non-mass submitter plan application user fee and a
minor modifier application user fee. If, after such 30 day period, neither action has been
taken, the IRS may treat the application as having been withdrawn.
(c) The Mass Submitter must initially submit the first page of the applicable Form
4461-B as a placeholder with respect to each Provider that will offer a plan that is a
minor modification of the Mass Submitter’s plan. The form must be typed. When the
IRS sends a notification to the applicable Mass Submitter with respect to the lead plan
indicating that the IRS has determined that the plan appears to be in full compliance
with the applicable qualification requirements, the Mass Submitter must submit a copy
of the Mass Submitter's plan with the modifications highlighted, as well as a statement
indicating the location and effect of each change. The Mass Submitter must certify

-56under penalty of perjury that the plan of the Provider, except for the delineated changes,
is word-for-word identical to the plan for which the Mass Submitter received an Opinion
Letter. If a Mass Submitter fails to identify each modification, such failure will be
considered a material misrepresentation, and an Adopting Employer may not rely on
any Opinion Letter that may be issued with respect to the plan. If a Mass Submitter
repeatedly fails to identify such modifications, the IRS may deny permission to that
Mass Submitter to submit additional modifications.
.04 Amendments of Mass Submitter Plans - If a Mass Submitter amends the plan,
the Mass Submitter must provide copies of the amendment to Providers who have
adopted the plan. Any Provider that does not wish to make the amendments made by a
Mass Submitter may switch to another Mass Submitter or may submit an application for
an Opinion Letter on its own behalf during the next applicable on-cycle submission
period for Pre-approved Plans. A Mass Submitter should not submit an application for
an Opinion Letter with respect to plan amendments. The IRS will not issue an Opinion
Letter with respect to amendments made between the applicable on-cycle submission
periods, and the Mass Submitter should submit a restated plan, including the
amendments, during the next six-year cycle.
.05 Expeditious Processing Accorded Mass Submitter Plans - Subject to section 11,
all Mass Submitter plans, including the adoption of approved Mass Submitter plans by
Providers, will be accorded more expeditious processing than plans submitted by nonmass submitters, to the extent administratively feasible.
SECTION 11. OFF-CYCLE FILINGS

-57An application for an Opinion Letter for a plan that is word-for-word identical to a
Mass Submitter plan will not be treated as off-cycle merely because it is submitted after
the end of the applicable on-cycle submission period for the six-year cycle. Any other
application for an Opinion Letter that is submitted after the applicable on-cycle
submission period for the six-year remedial amendment cycle is treated as an off-cycle
application. If such an off-cycle application is submitted before the beginning of the twoyear window for employer adoption announced by the IRS for an applicable six-year
cycle (as described in section 12.03), the IRS generally will not review the application
until it has reviewed and processed all on-cycle plans. However, the IRS may, in its
discretion, determine whether the processing of off-cycle filings may be prioritized and
accelerated. Off-cycle applications that are submitted during or after the two-year
window will not be accepted.
SECTION 12. REVIEW OF OPINION LETTER APPLICATIONS; ISSUANCE OF
OPINION LETTERS
.01 The IRS will review the plans that have been submitted during the applicable oncycle submission period for a six-year cycle (as well as off-cycle plans that the IRS will
review in accordance with section 11) taking into account the applicable Cumulative List
that identifies changes in the qualification requirements of the Code as well as items of
published guidance relating to the plan qualification requirements, such as regulations
and revenue rulings. However, in order to be qualified, a plan must comply with all
relevant qualification requirements, not just those on the applicable Cumulative List.

-58.02 Timing of Issuance of Opinion Letters - The IRS intends to issue Opinion Letters
to Mass Submitters and Providers at approximately the same time within the applicable
six-year cycle. In the interim, the IRS will send a notification to the applicable Mass
Submitter or Provider, if the IRS determines that the plan appears to be in full
compliance with the applicable qualification requirements, based on the submissions
and the review as of the date of notification. However, this notification only indicates
that the plan appears to meet the applicable qualification requirements under review as
of the date of the notification. This notification is for the convenience of the applicable
Provider or Mass Submitter concerning the status of its application and does not
constitute an official Opinion Letter on which the Mass Submitter or Provider may rely.
In addition, the IRS reserves the right to require changes after the notification is sent.
.03 When the review of Pre-approved Plan documents for a specific six-year
remedial amendment cycle is close to being completed, the IRS will announce the date
by which Adopting Employers must adopt newly approved Pre-approved Plans.
Depending upon the length of the review process employers will have approximately a
two-year period to adopt the updated plan (“two-year window”).
SECTION 13. WITHDRAWAL OF REQUESTS
.01 Notification and Effect - A Provider may withdraw its request for an Opinion
Letter at any time prior to the issuance of such letter by notifying the IRS in writing of
such withdrawal at the address provided in section 19.01. The Provider also must notify
each employer that adopted the plan that the request has been withdrawn. The plan of

-59such an employer will become an individually designed plan unless the employer adopts
another Pre-approved Plan.
.02 IRS Retains Information - Even though a request is withdrawn, the IRS will
retain all correspondence and documents associated with that request and will not
return them to the Provider. If a request is withdrawn, the case may be referred to IRS
Employee Plans Examinations, which has audit jurisdiction over the returns of any
employers that have adopted the plan.
SECTION 14. NONTRANSFERABILITY OF OPINION LETTER
An Opinion Letter issued to a Provider is not transferable to any other entity. In the
case of a change in entity with respect to a Provider, an Opinion Letter issued to such
Provider may not be utilized by the changed entity. In addition, if a different entity
assumes sponsorship of a Pre-approved Plan, it must submit an application for a new
letter. Such an application may be filed at the time of the assumption of plan
sponsorship by the new Provider, and the filing is not limited to the applicable on-cycle
submission period. The application will be subject to a reduced user fee as provided in
Appendix A of Rev. Proc. 2017-4 (as updated annually). The new letter will recognize
the change in sponsorship and will not modify the scope of or change the reliance on
the original letter. The IRS may, in appropriate circumstances, request documentation
of the assumption of sponsorship prior to issuing a letter to the new entity. Examples of
a change in entity include, but are not limited to, the acquisition of a Provider by another
entity, the sale or transfer of the stock or assets of the Provider to another entity, and

-60any other circumstance that results in a change in an employer’s employer identification
number.
SECTION 15. NOTIFICATION OF ADOPTING EMPLOYER REGARDING LOSS OF
QUALIFIED STATUS
If a Provider reasonably concludes that an Adopting Employer’s plan may no longer
be a qualified plan and the Provider does not submit a request to correct the
qualification failure under EPCRS, it is incumbent on the Provider to notify the Adopting
Employer that the plan may no longer be qualified, advise the Adopting Employer that
adverse tax consequences may result from loss of the plan’s qualified status, and
inform the Adopting Employer about the availability of EPCRS. See Rev. Proc. 201651.
SECTION 16. DISCONTINUED PLANS
.01 Notification to the IRS - A Provider must notify the IRS in writing if an approved
plan is no longer in use by any Adopting Employers or the Provider no longer intends to
offer the plan for adoption. The written notification must be sent to the address in
section 19 and must refer to the file folder number appearing on the latest Opinion
Letter issued.
.02 Notification to Employers - A Provider that intends to discontinue an approved
plan that has one or more Adopting Employers must inform each Adopting Employer
that the plan has ceased to be a Pre-approved Plan, and that the employer's plan will
convert to an individually designed plan (unless the employer adopts another Pre-

-61approved Plan). After so informing the Adopting Employers, the Provider must notify
the IRS in accordance with section 16.01.
SECTION 17. REVOCATION
Revocation of Opinion Letter by the IRS - An Opinion Letter found to be in error or
not in accord with the current procedures of the IRS or the IRS’s current interpretation of
applicable law may be revoked. See also sections 4.08, 8.01, and 18.01 for other
circumstances under which an Opinion Letter may be revoked. Except in rare or
unusual circumstances, such revocation will not be applied retroactively. For this
purpose, Opinion Letters will be given the same effect as rulings. See section 23 of Rev.
Proc. 2017-4 (as updated annually). Revocation may be effected by a notice to the
Provider to which the letter was originally issued. The Provider should then notify each
Adopting Employer of the revocation as soon as possible. The content of the
notification to each Adopting Employer must explain how the revocation affects any
reliance an Adopting Employer has on the applicable Opinion Letter and on any
determination letter issued.
SECTION 18. RECORD KEEPING REQUIREMENTS
.01 Filing of Opinion Letter Application Constitutes Agreement to Comply with
Record Keeping Requirements - By submitting an application for an Opinion Letter
under this revenue procedure (or by having an application filed on its behalf by a Mass
Submitter), a Provider agrees, as provided in section 4.08, to comply with the
requirements imposed on the Provider by this revenue procedure, including the record
keeping requirements of this section. Failure to comply with the requirements imposed

-62on the Provider by this revenue procedure may result in the loss of eligibility to be a
Provider and the revocation of Opinion Letters that have been issued to the Provider.
.02 Maintenance and Availability of Records of Adopting Employers - A Provider
must maintain, or have maintained on its behalf, for each of its plans, a record of the
names, business addresses, and taxpayer identification numbers of all Adopting
Employers. However, a Provider need not maintain such records with respect to
employers that, to the best of the Provider's knowledge, ceased to maintain its Preapproved Plan more than three years earlier. Upon written request, a Provider must
provide to the IRS a list of Adopting Employers that indicates, to the best of the
Provider's knowledge, which of such employers continue to maintain the plan as a Preapproved Plan and which of such employers have ceased to maintain its Pre-approved
Plan within the preceding three years.
SECTION 19. WHERE TO FILE
.01 Opinion Letters - Applications for Opinion Letters, including applications filed by
Mass Submitters, should be sent to:
Internal Revenue Service
Attn: Pre-Approved Plans Coordinator
Room 5106, Group 7521
P.O. Box 2508
Cincinnati, OH 45201-2508
.02 A request shipped by Express Mail or a delivery service should be sent to the
attention of the Pre-Approved Plans Coordinator, to:

-63Internal Revenue Service
550 Main Street
Room 5106, Group 7521
Cincinnati, OH 45202
SECTION 20. EFFECT ON OTHER DOCUMENTS
Rev. Proc. 2015-36 is modified and superseded regarding defined contribution plan
and defined benefit plan Opinion Letter applications submitted with respect to a plan’s
third (and subsequent) six-year remedial amendment cycles. The provisions of Rev.
Proc. 2015-36 continue to apply to opinion and advisory letter applications for defined
contribution plans and defined benefit plans submitted with respect to a plan’s previous
six-year remedial amendment cycles. Rev. Proc. 2016-37 and Rev. Proc. 2017-4 are
modified.
SECTION 21. EFFECTIVE DATE
This revenue procedure is effective on October 2, 2017, and will apply solely to
applications for Opinion Letters submitted with respect to a plan’s third (and
subsequent) six-year remedial amendment cycles.
SECTION 22. PUBLIC COMMENTS
The Treasury Department and the IRS invite comments on this revenue procedure.
Send submissions to CC:PA:LPD:PR, (Rev. Proc. 2017-41), Room 5203, Internal
Revenue Service, PO Box 7604, Ben Franklin Station, Washington, D.C. 20044.
Comments also may be hand delivered Monday through Friday between the hours of 8
a.m. and 4:00 p.m. to: Internal Revenue Service, CC:PA:LPD:PR, (Rev. Proc. 2017-

-6441), Courier’s Desk, Internal Revenue Service, 1111 Constitution Avenue, N.W.,
Washington DC. Alternatively, comments may be submitted via the Internet at
notice.comments@irscounsel.treas.gov. Please include “Rev. Proc. 2017-41” in the
subject line of any electronic communication. All comments will be available for public
inspection.
SECTION 23. PAPERWORK REDUCTION ACT
The collection of information contained in this revenue procedure has been reviewed
and approved by the Office of Management and Budget in accordance with the
Paperwork Reduction Act (44 U.S.C. 3507) under control number 1545-1674.
An agency may not conduct or sponsor, and a person is not required to respond to, a
collection of information unless the collection of information displays a valid OMB
control number.
The collection of information in this revenue procedure is in sections 5.10, 8.01, 8.02,
9.03, 10, and 18. This information is required to enable the Commissioner, Tax Exempt
and Government Entities Division of the Internal Revenue Service, to make
determinations in connection with plan qualification. This information will be used to
determine whether a plan is entitled to favorable tax treatment. The likely respondents
are banks, insurance companies, other financial institutions, law, actuarial, and
consulting firms, employee benefit practitioners and employers.
The estimated total annual reporting and/or recordkeeping burden is 1,108,225
hours.

-65The estimated annual burden per respondent/recordkeeper varies from 1/2 to 2,000
hours, depending on individual circumstances, with an estimated average of 3.45 hours.
The estimated number of respondents and/or recordkeepers is 321,500.
The estimated frequency of responses is occasional.
Books or records relating to a collection of information must be retained as long as
their contents may become material in the administration of any internal revenue law.
Generally, tax returns and tax return information are confidential, as required by 26
U.S.C. § 6103.
DRAFTING INFORMATION
The principal author of this revenue procedure is Kathleen Herrmann of the Office of
Associate Chief Counsel (Tax Exempt and Government Entities). For further
information regarding this revenue procedure, contact Employee Plans at (513) 9756319 (not a toll-free number).

-66APPENDIX A
Submission for Pre-approved Defined Contribution Plan Opinion Letter
1. Enter amount of user fee submitted: $
2. Name of applicant:
a. EIN:
b. Address:
c. Phone:
3. Person to contact:
a. Phone:
b. Fax:
c. Email address:
d. Power of attorney attached?
4. Type of applicant (check one):
_____a. Provider
_____b. Mass Submitter
_____c. Identical Provider of Mass Submitter plan
_____d. Minor modifier of Mass Submitter plan
5. Form of plan (check either a. or b.);
_____a. Standardized Plan
_____i. Adoption Agreement Plan
_____ii. Single Document Plan
_____b. Nonstandardized Plan

-67_____i. Adoption Agreement Plan
_____ii. Single Document Plan
6. Approval requested:
_____a. Initial application
_____b. Amendment
i.

File folder number on last letter:

ii.

Date of last letter issued:

7. Type of Plan (check all that apply):
See sections 9.06 and 9.07 of this revenue procedure for how a Provider may structure
an Adoption Agreement Plan or a Single Document Plan. Under certain circumstances,
more than one type of plan may be included in one adoption agreement or in one Single
Document Plan (for example, a money purchase, profit-sharing, and § 401(k)).
_____a. Money purchase
_____b. Profit-sharing
_____c. Profit-sharing/§ 401(k)
_____d. Target benefit
_____e. ESOP
_____f. Governmental
_____g. Non-electing church plan
7.a. Plan document number:
7.b. Adoption agreement number, if applicable:

-688. If 4.a. is checked, do you expect at least 15 employer-clients to adopt this plan’s
basic plan document or Single Document Plan?
a. If you will provide more than one basic plan document (for an Adoption
Agreement Plan) or Single Document Plan, do you have at least 30 employer-clients in
the aggregate that are reasonably expected to adopt one of the plans?
9. If 4.b. is checked, are applications on behalf of at least 30 unaffiliated Providers who
are offering the same basic plan document (for an Adoption Agreement Plan) or Single
Document Plan on a word-for-word identical basis included with this application?
a. If no, enter the file folder number (or plan number, if file folder number not
available) of the basic plan document or Single Document Plan for which the requisite
number of Providers requirement is met:
10. If 4.a. or 4.b. is checked, are the following documents included with the application:
a. Basic plan document or Single Document Plan?
b. Adoption Agreement (if applicable)?
11. If 4.c. or 4.d. is checked, complete the following information for the Mass Submitter’s
plan on which this application is based, to the extent the information is available when
this application is filed:
a. Name of Mass Submitter:
b. File folder number:
c. Letter serial number:
d. Date of letter:

-69e. Basic plan document number or Single Document Plan number (if b, c, and d
not available):
f. Adoption agreement number, if applicable (if b, c, and d not available)
12. Applicant’s signature under penalties of perjury (required if 4.a. or 4.b. checked):
Under penalties of perjury, I declare that I have examined this application, including
accompanying statements, and to the best of my knowledge and belief it is true, correct,
and complete.
Signature:
Title:

Date:

13. Provider’s and Mass Submitter’s signatures under penalties of perjury (required if
4.c. or 4.d. checked):
Under penalties of perjury, I declare that the Provider identified in line 2 of this
application will offer an Adoption Agreement Plan or Single Document Plan that is
identical to the Mass Submitter plan identified in line 11, or is a minor modifier of the
Mass Submitter plan identified in line 11.
Provider’s signature:
Title:

Date:

Mass Submitter’s signature:
Title:

Date:

-70APPENDIX B

User Fees For Pre-approved Plans

1) Opinion letters for Mass Submitter and non-Mass Submitter plans with adoption
agreements
a) Per basic plan document, new or amended,
with one adoption agreement
b) Per each additional adoption agreement

$16,000
$11,000

2) Opinion letters for Mass Submitter and non-Mass Submitter Single Document
Plans (NO ADOPTION AGREEMENTS)
a) Per each Single Document Plan

$28,000

3) Provider’s word-for-word identical adoption of Mass Submitter’s basic plan
document per adoption agreement or Single Document Plan

$ 300

4) Provider’s minor modification of Mass Submitter’s basic plan document per
adoption agreement or Single Document Plan

$ 700

See Revenue Procedure 2017-4 (as updated annually) for additional fees regarding
Pre-approved Plans that remain unchanged.