Form 4461 Application for Approval of Master or Prototype or Volum

4461

Form
(Rev. January 2012)
Department of the Treasury
Internal Revenue Service

Application for Approval of Master
or Prototype or Volume Submitter
Defined Contribution Plans

OMB No. 1545-0169

This Form Is Open to Public Inspection

For IRS Use Only

File This Form With the Internal Revenue Service

File folder number

Section references are to the Internal Revenue Code unless otherwise noted.

Complete every applicable item on this form and Attachment 1 (see Rev. Proc. 2011-49, 2011-44 I.R.B. 608).

See instructions before completing this form.
1
2a

Enter amount of user fee submitted
$
Approval requested:
Initial application
Amendment—Enter file folder number or letter serial
number and date of last letter issued ▶

3a

Name of applicant

2b M&P - File folder number or
VS - Letter serial number

2c Date of last
letter issued

3b Employer identification number
of applicant

Address (number, street, room or suite no.) (If a P.O. box, see instructions.)
City

State

ZIP code

3d Type of applicant (see Definitions in the instructions):
M&P sponsor
M&P mass submitter
4a Name of person to be contacted
4c
5a

3c Applicant’s telephone no.

Volume submitter practitioner
Volume submitter mass submitter
4b Telephone number

Email address
4d If a power of attorney is attached, check box
5b Adoption agreement number

Basic plan document number

.

.

.

.

▶

6

Form of plan:
Prototype plan
Master plan
Volume submitter plan
Note: A master plan has only one trust or custodial account for all adopting employers.
7

8

Type of plan:
Money purchase
Profit-sharing

Target benefit
Profit-sharing/401(k)

Filing status of plan:
Standardized plan
Nonstandardized plan

Volume submitter governmental plan (i.e., described in section 414(d))
Volume submitter nongovernmental plan

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 ▶

For Paperwork Reduction Act Notice, see the instructions.

Date ▶

Title ▶
Cat. No. 41676M

Form

4461 (Rev. 1-2012)

Form 4461 (Rev. 1-2012)

Page

9
a

Procedural requirements:
Have the following been submitted as required by instructions—
(1) Adoption agreement? . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2) Copy of plan? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3) Copy of trust indenture or custodial agreement? . . . . . . . . . . . . . . . . . . .
(4) Copy of Certification of Interim Amendments? . . . . . . . . . . . . . . . . . . . .
b For all M&P sponsors and those VS practitioners who are choosing to include a provision in their specimen
plans that allows them to amend on behalf of their adopting employers, will you advise those employers who
cannot or do not adopt the plan providing for such authority that they may not continue to participate under
the M&P plan or the VS plan? . . . . . . . . . . . . . . . . . . . . . . . . . . .

c

Yes

2

No

For all M&P sponsors and those VS practitioners who are choosing to include a provision in their specimen
plans that allows them to amend on behalf of their adopting employers, is there a procedure in place for the
adoption and distribution of the amendments? . . . . . . . . . . . . . . . . . . . . .

d Is the plan and trust (or custodial agreement) patterned after and substantially the same as another plan and
trust (or custodial agreement) on which a favorable letter has been received? (If “Yes,” see specific
instructions.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
e

Non-mass submitter request (M&P complete (1) and (2). VS complete (3).)
(1) Do you have at least 30 employer-clients which are reasonably expected to adopt this plan’s basic plan
document and one or more of the adoption agreements associated with this basic plan document? If
“No,” complete (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2) If “No” to (1), enter the file folder number of the basic plan document for which the requisite number of
adopting employer-clients requirement is met:
(3)

If you are a VS (non-mass submitter) practitioner, do you have at least 30 employer-clients reasonably
expected to adopt a plan that is substantially similar to the VS practitioner specimen plan (or 10
employer-clients reasonably expected to adopt a money purchase pension plan (MP), if you have a
specimen MP and at least one other type of specimen plan that satisfies the 30 employer-client
requirement)?
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f

Mass submitter request (M&P mass submitter complete (1), (2), and (3); VS mass submitter complete (4)):
(1) Are applications on behalf of the requisite number of sponsors who are adopting the same basic plan
document on a word-for-word identical basis included? If “No,” complete (2)
. . . . . . . . .
(2) If “No” to (1), enter the file folder number of the basic plan document for which the requisite number of
adopting sponsors requirement is met:
(3) If this is a flexible plan, answer (a) and (b):
(a) Have you bracketed and identified the optional provisions of the plan? . . . . . . . . . .
(b) Have you included a copy of the written representation describing the choices available to sponsors
and the coordination of optional provisions? . . . . . . . . . . . . . . . . . . .
(4) For a VS mass submitter, are applications on behalf of at least 30 unaffiliated practitioners sponsoring the
same specimen plan on a word-for-word identical basis included? . . . . . . . . . . . . .
Note: This application is designed to be used in conjunction with Rev. Proc. 2011-49. A List of Required Modifications (LRMs) is also
recommended for use and may be obtained from the IRS website at www.irs.gov/ep.
Form 4461 (Rev. 1-2012)

Form 4461 (Rev. 1-2012)

General Instructions
Purpose of Form
Form 4461 is used to apply for approval
of Master or Prototype (M&P) or Volume
Submitter (VS) defined contribution
plans.
Be sure to submit a complete and
accurate application, including Form
4461 and Attachment 1 (see
www.irs.gov/pub/irs-tege/
form4461_attachment.pdf or Rev. Proc.
2011-49, 2011-44 I.R.B. 608). Complete
every applicable line on the application.
If an item on Attachment 1 does not
apply, check the “N/A” box or enter
“N/A” on the line where indicated as an
option. If your application is not
complete, we will return it without
processing it. The first page must be
typed. Unless otherwise noted, the
questions on Form 4461 and Attachment
1 apply to both M&P and VS defined
contribution plans.
Requests for additional information. If
a letter requesting additional information
or changes to plan documents is sent to
the sponsor or VS practitioner or an
authorized representative, such
information and/or changes must be
received no later than 30 days from the
date of the letter. Failure to respond
timely may result in the application being
considered withdrawn. An extension of
the 30-day time limit will only be granted
for good cause.
Inadequate submissions. We will
return, without further action, plans that
are not in substantial compliance with
the qualification requirements or plans
that are so deficient that they cannot be
reviewed in a reasonable amount of
time.

Who May File
Master or prototype plans. Sponsors
and mass submitters (see Definitions
later).
Volume submitter plans. Practitioners
and mass submitters (see Definitions
later).

What To File
Submit one copy of Form 4461 and
Attachment 1 for each separate adoption
agreement or for each separate
specimen plan where no adoption
agreement is utilized.
For approval, file this application and
each applicable document listed in line
9(a).
Multiple plans. A sponsor may utilize
one basic plan document for several
plans. A sponsor may, for example, use
one basic plan document for a money
purchase plan other than a target benefit
plan, a target benefit plan, and a profitsharing plan. A separate adoption

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agreement and completed application
must be provided for each such defined
contribution plan. In the case of a
simultaneous submission of plans using
the same basic plan document, submit
only one copy of the basic plan
document. If the requests are not
simultaneous, submit separate basic
plan documents and include a cover
letter identifying the original submission.
The number assigned to the basic plan
document of a master or prototype plan
must remain the same as in the prior
submission. One basic plan document
may not be used for both defined benefit
and defined contribution plans.
A VS practitioner may not combine
different categories in a single specimen
plan or application, except that only one
specimen plan and application is
required for a VS profit-sharing plan,
with or without a 401(k) arrangement. In
addition, you may not use the same
basic plan document for governmental
plans (i.e., plans described in section
414(d) and nongovernmental plans (i.e.,
plans not described in section 414(d)).

Where To File
Send applications for opinion and
advisory letters to:
Internal Revenue Service
P.O. Box 2508; Room 5106
Cincinnati, OH 45201
Add “Attn: Pre-approved
Plans Coordinator.”
For both types of applications, send a
request shipped by Express Mail or a
delivery service to the attention of the
Pre-approved Plans Coordinator to:
Internal Revenue Service
550 Main Street
P.O. Box 2508; Room 5106
Cincinnati, OH 45202
Signature. The application must be
signed by a partner or officer of the
applicant who is authorized to sign or
other person authorized by a power of
attorney. The power of attorney should
be filed with the application.
Disclosure requested by taxpayer. A
taxpayer may request the IRS to
disclose and discuss the return or return
information with any person(s) the
taxpayer designates in a written request.
If you want to designate a person(s) to
assist in an application for approval, you
must provide the IRS office of
jurisdiction with a written request that
contains:
• The taxpayer’s name, address,
employer identification number, and plan
number(s).
• The name, address, social security
number, and telephone number(s) of the
person or persons whom you are
authorizing to receive return information.

3

• A paragraph that clearly describes the
return or return information that you
authorize the IRS to disclose.
• An authorized signature (see above).
As an alternative to providing the above
statement, you may submit Form 2848,
Power of Attorney and Declaration of
Representative.

Definitions
Adoption agreement. The portion of the
plan containing all the options that the
adopting employer may select. The
adoption agreement may include blanks
or fill-in provisions for the employer to
complete if it also includes parameters
on these provisions that preclude an
employer from completing them in a
manner that could violate the
qualification requirements. Each
separate adoption agreement is treated
as a separate plan and will receive its
own opinion or advisory letter.
Basic plan document. The portion of
the plan containing all the nonelective
provisions applicable to all adopting
employers. No options (including blanks
to be completed) may be provided in the
basic plan document except for options
in flexible plans.
Volume Submitters without Adoption
Agreements. A VS specimen plan may
include blanks or fill-in provisions for the
employer to complete only if the plan
also includes parameters on these
provisions that preclude an employer
from completing them in a manner that
could violate the qualification
requirements.
Flexible plan. A plan submitted by an
M&P mass submitter which contains
certain optional provisions as allowed by
section 12.03(1) of Rev. Proc. 2011-49.
Sponsors which adopt a flexible plan
may include or delete any optional
provision designated as such in the
mass submitter’s plan. A flexible plan
adopted by a sponsor which differs from
the mass submitter plan only because of
the deletion of certain optional
provisions will be treated as a word-forword identical plan to the mass
submitter plan.
Mass submitter. As set forth in Rev.
Proc. 2011-49, any entity that submits
applications on behalf of at least 30
unaffiliated sponsors or practitioners
each of which is sponsoring, on a wordfor-word identical basis, the same basic
plan document and one or more of the
adoption agreements associated with
that basic plan document or, in the case
of VS plans, one or more of the same
lead specimen plans. For a mass
submitter of an M&P, once the mass
submitter has submitted applications on

Form 4461 (Rev. 1-2012)

behalf of 30 unaffiliated sponsors with
respect to any basic plan document, it
will be treated as a mass submitter with
respect to all the other basic plan
documents and associated adoption
agreements for which it requests opinion
letters, regardless of the number of
identical adopters of such other plans. A
mass submitter of a VS plan will be
treated as such with respect to each
specimen plan for which the 30unaffiliated-practitioners requirement is
separately met.
Notwithstanding the above, for an
M&P plan, any entity that received a
favorable TRA ’86 opinion letter for a
plan as a mass submitter under Rev.
Proc. 89-9, 1989-1 C.B. 780, will
continue to be treated as a mass
submitter if it submits applications on
behalf of at least 10 sponsors
(regardless of affiliation) each of which is
sponsoring, on a word-for-word identical
basis, the same basic plan document
and one or more of the adoption
agreements associated with that basic
plan document. Once the mass
submitter has submitted applications on
behalf of 10 sponsors with respect to
any basic plan document, it will be
treated as a mass submitter with respect
to all the other basic plan documents
and associated adoption agreements for
which it requests opinion letters,
regardless of the number of identical
adopters of such other plans.
Affiliation is determined under sections
414(b) and (c) of the Code. Additionally,
the following will be considered to be
affiliated: any law, accounting,
consulting firm, etc. with its partners,
members, associates, etc. For purposes
of determining whether 30 (or 10, if
applicable) unaffiliated sponsors or
practitioners sponsor on a
word-for-word identical basis the same
basic plan document or the same
specimen plan, the mass submitter is
treated as an unaffiliated sponsor or
practitioner.
Master plan. A form of plan that is made
available by a sponsor for adoption by
employers for which a single funding
medium (for example, a trust or custodial
account, see section 4.01 of Rev. Proc.
2011-49) is established, as part of the
plan, for the joint use of all adopting
employers. A master plan consists of a
basic plan document, an adoption
agreement, and, unless included in the
basic plan document, a trust or custodial
account document.

Prototype plan. A form of plan that is
made available by a sponsor for
adoption by employers under which a
separate funding medium is established
for each adopting employer. A prototype
plan consists of a basic plan document,
an adoption agreement, and, unless the

Page

basic plan document incorporates a
trust or custodial account agreement the
provisions of which are applicable to all
adopting employers, a trust or custodial
account document.
Specimen plan. A specimen plan is a
sample plan, including the related trust
or custodial account, of a VS practitioner
(rather than the actual plan of an
employer). A specimen plan may include
an adoption agreement.
Sponsor. Any person that has an
established place of business in the
United States where it is accessible
during every business day and
represents to the IRS that it has at least
30 employer-clients each of which is
reasonably expected to adopt the
sponsor’s basic plan document and one
or more of the adoption agreements
associated with that basic plan
document. Once a person represents to
the Service that at least 30 employers
are reasonably expected to adopt its
basic plan document, it will be treated
as a sponsor with respect to all the
basic plan documents and associated
adoption agreements for which it
requests opinion letters, regardless of
the number of employers that are
expected to adopt such other plans.
Notwithstanding the above, any person
that has an established place of
business in the United States where it is
accessible during every business day
and is a word-for-word identical adopter
or minor modifier adopter of an M&P
plan of a mass submitter will be treated
as a sponsor with respect to such plan,
regardless of the number of employers
that are expected to adopt such plan.
Practitioner. Any person that has an
established place of business in the
United States where it is accessible
during every business day and
represents to the Service that it has at
least 30 employer-clients each of which
is reasonably expected to adopt a plan
that is substantially similar to the VS
practitioner’s specimen plan.
The required number of employerclients is reduced to 10 for a money
purchase pension specimen plan in the
case of a VS practitioner that has
specimen plans for two or more
separate categories of plans (profit
sharing, money purchase, target benefit),
one of which is a money purchase plan,
and the 30 employer-clients requirement
has been satisfied with respect to the
other specimen plan.
A VS practitioner may submit any
number of specimen plans for advisory
letters provided that the 30 employerclients requirement (or 10, if applicable)
is separately satisfied with respect to
each specimen plan. For this purpose,
where an adoption format is used, each

4

adoption agreement is treated as one
specimen plan. Notwithstanding the
above, any person that has an
established place of business in the
United States where it is accessible
during every business day may sponsor
a specimen plan as a word-for-word
identical adopter of a specimen plan of a
VS mass submitter, regardless of the
number of employers that are expected
to adopt the plan.
M&P Standardized plan. A plan which
meets the specific requirements of
Attachment 1, line 11. (See www.irs.gov/
pub/irs-tege/form4461_attachment.pdf
or Rev. Proc. 2011-49, 2011-44 I.R.B.
615.)

Specific Instructions
Line 1. All applications submitted must
be accompanied by the appropriate user
fee and Form 8717, User Fee for
Employee Plan Determination, Opinion
and Advisory Letter Request, as
determined from the schedule in Rev.
Proc. 2012-8, 2012-1 I.R.B. 235, (or the
most recent version, updated annually).
Applications submitted without the
proper user fee will not be processed
and will be returned to the applicant.
Line 3a. Enter the name and address of
the applicant. If the Post Office does not
deliver mail to the street address and
the applicant has a P.O. box number,
show the P.O. box number instead of the
street address.
Line 4a. If the person to be contacted is
other than an employee of the applicant,
please enclose an authorized power of
attorney. See Disclosure requested by
taxpayer, earlier.
Line 4c. The applicant should include an
email address in order for the Service to
send an email of preliminary approval
notifying the applicant that review of the
applicable plan has been completed,
subject to final approval by opinion or
advisory letter.
Line 5a. Enter the two-digit basic plan
document number you have assigned to
the specimen plan or basic plan
document that accompanies (if
applicable) the adoption agreement for
which you are requesting approval. All
basic or specimen plan documents from
one sponsor or practitioner that are the
same (word-for-word) should use the
same two-digit number on all
applications. The first basic plan
document submitted should be
numbered “01,” the second, “02,” etc.
The first specimen plan document
submitted should be numbered “01,” the
second, “02,” etc.

Form 4461 (Rev. 1-2012)

Line 5b. Enter the three-digit number
you have assigned to the adoption
agreement for which this application is
submitted. Each different adoption
agreement designed to accompany a
single basic plan document should be
given a different three-digit number
beginning with “001.” For example, if the
first basic plan document of a sponsor
has four separate adoption agreements,
they should be numbered “001” through
“004,” and the sponsor should submit
four separate Forms 4461. Adoption
agreements submitted with the second
or any subsequent basic plan
documents (that are not word-for-word
identical to a previously submitted basic
plan document) should be similarly
numbered beginning with “001.”
Line 9. Procedural requirements.
Submit a separate application for each
different plan/adoption agreement
combination.
In the case of a VS plan, submit a
separate application for each type of
plan, except that only one specimen plan
and application is required for a VS
profit-sharing plan, either with or without
a 401(k) arrangement.

Page

Line 9d. If you checked “Yes,” submit a
copy of such plan with language
differences highlighted. Attach a cover
letter which provides the name and file
folder number of the plan (including the
name and employee identification
number of the sponsor), a list of all plans
written by the plan drafter which are
substantially identical to the lead plan
(including the information described
above), a description of each place
where the plan for which the application
is being submitted is not word-for-word
identical to the language of the lead plan
(including an explanation of the purpose
and effect of each difference), and a
certification, made under penalty of
perjury by the plan drafter, that the
information describing where the plan
language is not word-for-word identical
is true and complete.
Line 9f. The mass submitter should use
Form 4461-B, Application for Approval of
Master or Prototype or Volume
Submitter Plans, Mass Submitter
Adopting Sponsor or Practitioner, when
submitting applications on behalf of its
adopting sponsors, and submit Form
8717.
Paperwork Reduction Act Notice.
We ask for the information on this form
to carry out the Internal Revenue laws of
the United States. You are required to
give us the information. We need it to
determine whether you meet the legal
requirements for plan approval.

5

You are not required to provide the
information requested on a form that is
subject to the Paperwork Reduction Act
unless the form displays a valid OMB
control number. Books or records
relating to a form or its instructions must
be retained as long as their content may
become material in the administration of
any Internal Revenue law. Generally,
tax return and return information are
confidential, as required by Code
section 6103.
The time needed to complete and file
this form will vary depending on
individual circumstances. The estimated
average time is:
Recordkeeping .

.

.

. 8 hr., 22 min.

Learning about the law
or the form . . . . . 1 hr., 42 min.
Preparing the form

.

. 4 hr., 42 min.

Copying, assembling, and
sending the form to the IRS

. 48 min.

If you have comments concerning the
accuracy of these time estimates or
suggestions for making this form
simpler, we would be happy to hear
from you. You can write to the Internal
Revenue Service, Tax Products
Coordinating Committee,
SE:W:CAR:MP:T:M:S, 1111 Constitution
Ave. NW, IR-6526, Washington, DC
20224. Do not send this form to this
office. Instead, see Where To File earlier.