EXHIBIT 14.3
XXXXXX FUNDS
403(b) (7) PLAN
CUSTODIAL ACCOUNT AGREEMENT
The Participant and his Employer, both as listed in the Application,
hereby establish a Custodial Account in accordance with section 403(b) (7)
of the Internal Revenue Code of 1986, as amended (the "Code"). The
Participant is the employee of the Employer named on the Application. The
Participant and his Employer hereby request Investors Fiduciary Trust Company
(the "Custodian") to establish a Custodial Account for the investment of
contributions from the Employer on behalf of the Participant in shares of one
or more Xxxxxx Funds as specified in the Application (the "Shares"). This
Agreement will take effect as to the Participant upon receipt of the
Application by Investors Fiduciary Trust Company. Its appointment to serve
as Custodian under this Agreement will be confirmed by receipt of a
confirmation statement by the Participant.
I. CUSTODIAL ACCOUNT
1. ESTABLISHMENT OF ACCOUNT. Upon acceptance of a completed Application,
the Custodian will open and maintain a Custodial Account for the
benefit of the Participant (the "Account"). The Account shall be
maintained pursuant to the terms of this Custodial Account Agreement
(the "Agreement"). The Participant will promptly notify the Custodian
in writing of any change in address.
2. CONTRIBUTIONS.
(a) GENERAL. The Custodian will accept and hold in the Account
contributions made on behalf of the Participant. All contributions
must be made in cash and must be no less than $50.00. The Employer
may make contributions to the Account pursuant to a salary reduction
agreement or agreement to forego an increase in salary with the
Participant, or from such other sources as specified in this Article I.
Contributions may be made in intervals determined by the Employer but
will not be made more frequently than once every two weeks.
(b) TRANSFERS FROM AN EXISTING 403(b) ARRANGEMENT. The Custodian
will accept contributions resulting from transfers from an existing
403(b) Annuity or Custodial Account which resulted from contributions
on behalf of the Participant by an employer described in Section
403(b)(1)(A) of the Code. Once transferred to the Participant's
Account, such contributions will be invested, distributed or otherwise
dealt with as a part of such Account. To the extent permitted by law,
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partial transfers from 403(b) accounts will be permitted.
(c) ROLLOVERS FROM INDIVIDUAL RETIREMENT ACCOUNTS. The Custodian
will accept and hold in the Account rollovers from an Individual
Retirement Account(s) as described in Section 408 of the Code, which
Individual Retirement Account(s) resulted solely from rollover(s) from
existing 403(b) arrangement(s) as described in Section 403(b)(8).
Contributions must be identified to the Custodian as rollover
contributions.
(d) PARTICIPANT CONTRIBUTIONS. The total salary reductions
contributions for any taxable year of the Participant (when added to
all other salary reductions made on behalf of the Participant to
another plan described in Code Section 401(k), 408(k)(6), or 403(b)
and when added to other contributions made on behalf of the
Participant under any other plan described in Code Section 457 or
501(c)(18) will not exceed $9,500. Such salary reductions, when added
to any Employer Contributions, will not exceed the limits of Section
(E) below.
Certain qualified employees of certain qualified organizations
may elect to use a "catch-up" under Code Section 402(g) (8)(A) to
increase the $9,500 amount by whichever the following is the least:
(i) $3,000.
(ii) $15,000 minus any prior contributions using this catch-up.
(iii) $5,000 times the number of years of service with
the Employer minus all prior salary reductions to
all 403(b), SEP or 401(k) plans of the Employer.
For purposes of the catch-up, the term "qualified employee" means
any employee who has completed 15 years of service with the qualified
organization.
The term "qualified organization" means any educational
organization, hospital, home health service agency, health and welfare
service agency, church or convention or association of churches.
(e) EMPLOYER CONTRIBUTIONS. The Employer may make additional non-
elective contributions on behalf of the Participant to the extent that
such non-elective contributions, when combined with salary reductions
as described in Section (d), do not exceed the lesser of (i) the
Participant's Exclusion Allowance or (ii) Code Section 415
limitations. The Participant's Exclusion Allowance is generally the
amount obtained by multiplying 20% of the Participant's includable
compensation, as defined in Code Section 403(b)(3), from the Employer
by the number of years of service with the Employer and subtracting
all amounts previously contributed by the Employer and excluded from
the Participant's income for Federal income tax purposes in prior
years, all in accordance with Code Section 403(b)(2). The Code
Section 415 limitation is generally the lesser
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of $30,000 or 25% of the Participant's includable compensation. An
employee of an educational organization, a hospital, a home health
service agency, a health and welfare service agency, or a church,
convention or association of churches may irrevocably elect under
Code Section 415 (c)(4)(D) to use an alternative limitation for their
taxable year. Provided that only one of the following may be elected
and that the provisions of (i) may be elected only once by a
Participant, the alternative limitation in a tax year may be:
(i) For the year in which the Participant separates from
service of the Employer an amount not exceeding the
lesser of $30,000 or 20% of Participant's includable
compensation multiplied by his last 10 years of service
with the Employer to the date of separation reduced by
Employer contributions under Code Section 403(b) during
these years of service.
(ii) In any year of service, the lesser of:
- 20% of gross compensation plus $4,000
- the Exclusion Allowance under 403(b)(2)
- $15,000.
(iii) In any year, the lesser of 20% of gross
compensation of $30,000 reduced by all other
employer contributions for retirement benefits.
Amounts transferred or rolled over pursuant to this Section 2
will not be taken into account in determining the contribution
limitations hereunder.
The Participant will at all times be responsible for determining
the Exclusion Allowance and limitations on contributions under Code
Section 415 or Code Section 402(g). The Custodian, the Sponsor and
the Employer shall have no obligation to verify the Participant's
Calculations. The Employer shall be solely responsible for assuring
compliance at all times with the nondiscrimination requirements of
Code Section 403(b)(12), and the Custodian shall not be responsible in
any way for such compliance.
If any amount is contributed in excess of the limitations, the
Participant may notify the Custodian in writing of the amount of the
excess and request a refund of the excess and the earnings
attributable thereto. Notwithstanding any contrary provisions of
Article II, the Custodian will return such excess and earnings to the
Participant at their direction. Failure to direct the Custodian to
return the excess and earnings attributable thereto may subject the
excess and earnings to penalty taxes pursuant to Code Section 4973.
3. INVESTMENT IN FUND SHARES. Each contribution to the Account will be
invested in such Shares as will be designated by the Participant. Shares
will be purchased at the
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applicable net asset value and will be credited to the Participant's
Account. All capital gains distributions and dividends received on
Shares will (unless received in additional Shares) be reinvested in such
Shares in accordance with the Funds' current prospectus. If any dividends
or capital gains distributions are paid, at the election of the
shareholder, in additional Shares, or in cash, or in property, the
Custodian will elect to receive them in additional Shares.
4. VESTING. The interest of the Participant in the Account will be
fully vested and nonforfeitable at all times.
5. REGISTRATION OF SHARES. All Shares acquired by the Custodian will be
registered in the name of the Custodian as such or in the name of its
nominee.
II. DISTRIBUTIONS
1. COMMENCEMENT OF DISTRIBUTIONS. At the written request of the
Participant in such form as the Custodian will require, the Shares
credited to the Participant's Account will be distributed in accordance
with this Article II upon the occurrence of one of the following events:
(a) the Participant's separation from service with the Employer, (b) the
Participant's reaching age 59-1/2, (c) the Participant's incurring a
disability, or (d) the Participant's death; provided, however, that no
distribution may be made that might disqualify the Account under Code
Section 403(b)(7), or under any other provision of the Code. Distribution
of the Participant's Account will begin no later that April 1 of the
calendar year following the calendar year in which the Participant reaches
age 70-1/2. In the case of a Participant who reached age 70-1/2 prior to
January 1, 1988, distribution will begin no later than April 1 of the
calendar year following the calendar year in which the Participant
retires. Distributions will in any event be in accordance with the
minimum distribution and incidental benefit rules of Code
section 401 (a)(9) and applicable regulations.
2. METHOD OF DISTRIBUTION. Distributions to the Participant will be
paid in cash, in Shares, or in both cash and Shares, in any one or more
of the following methods in accordance with the written instructions of
the Participant filed with the Custodian:
(a) In a lump sum;
(b) In substantially equal, periodic installments payable over a
fixed period of more than one year but not longer than the
greater of the life expectancy of the Participant or the joint
and survivor life expectancy of the Participant and his or her
Beneficiary; or
(c) By any combination of a lump sum or installment payments.
If payment of a Participant's distribution is made under
paragraph (b) above, the amount distributed in any given year must be
an amount at least equal to the quotient obtained by dividing the
Participant's total Account value at the beginning of that year by his or
her life expectancy, or the joint and survivor life expectancy of the
Participant
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and the Participant's Beneficiary, whichever is applicable, hereinafter
referred to in this subsection as the applicable life expectancy. The
determination of the life expectancies will be made at the time the
Participant is entitled to his or her initial distribution and will be
computed by the use of the expected return multiples in Tables V and VI
of section 1.72-9 of the Income Tax Regulations. The determination of
the life expectancies of a Participant and his or her spouse will be
redetermined on each Anniversary Date of the initial distribution unless
the Participant irrevocably elects otherwise prior to his or her Required
Beginning Date. The amount to be distributed each year, beginning with
distributions for the first distribution calendar year, must not be less
than the quotient obtained by dividing the value of the Participant's
Account by the lesser of (i) the applicable life expectancy or (ii) if
the Participant's Spouse is not the Beneficiary, the applicable divisor
determined from the table set forth in Q&A-4 of section 1.401(a)(9)-2 of
the proposed regulations. Distributions after the death of the
Participant must be distributed using the applicable life expectancy
above as the relevant divisor without regard to proposed regulations
section 1.401(a)(9)-2. The minimum distribution required for the
Participant's first distribution calendar year must be made on or before
the Participant's Required Beginning Date. The minimum distribution
for other calendar years, including the minimum distribution for the
distribution calendar year in which the Employee's Required Beginning
Date occurs, must be made on or before December 31 of that distribution
calendar year. If a Participant dies after his or her Required Beginning
Date, the remaining portion of his or her interest will be distributed at
least as rapidly as under the method of distribution in effect prior to
his or her death.
Distributions will begin after the Participant notifies the Custodian
of his entitlement to distributions pursuant to Section 1 above; provided,
however, that, subject to the rules of Section 1 concerning the required
beginning date for distributions, prior to the commencement of
distributions the Participant may make an irrevocable election to have the
distribution beginning date deferred to a fixed future date;
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"Required Beginning Date" means the first day of April of the
calendar year following the calendar year in which the Participant
attains age 70-1/2; provided, however, that if a Participant attained age
70-1/2 before January 1, 1988, his or her Required Beginning Date will be
April 1, of the calendar year following the calendar year in which occurs
the later of his or her retirement or attainment of age 70-1/2.
In the event that the Custodian receives written notice from the
Participant that an excess contribution (as defined in Code Section 4973)
has been made, the Custodian will distribute, as soon as possible
thereafter, an amount in cash, in Shares or in both cash and Shares, as
the Participant elects, equal to the excess contribution (with earnings
received thereon to the date of distribution) less any reasonable
administrative charges attributable thereto.
3. DISABILITY. If the participant becomes disabled the amount credited
to the Participant's Account may, upon appropriate request, be distributed
to him upon proof of such disability. In accordance with Code section
72(m)(7), a Participant will be considered to be disabled if he is unable
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result
in death or to be of long-continued and indefinite duration. The
Participant will not be considered to be disabled unless and until he
furnishes satisfactory proof of the existence of such disability in such
form as the Custodian may require.
4. DISTRIBUTIONS PURSUANT TO QUALIFIED DOMESTIC RELATIONS ORDERS. In the
case of an Account that is part of an "employee pension benefit plan" (as
defined in ERISA), nothing in this Agreement Shall prohibit distribution
to any person in accordance with the terms of a "qualified domestic
relations order" as defined in Section 206(d) of ERISA.
5. DEATH OF PARTICIPANT. If the Participant dies before his or her
Required Beginning Date, the Beneficiary may elect to have the balance of
the Participant's Account distributed as follows:
(a) In a lump sum;
(b) In substantially equal periodic installments payable a fixed
period ending by December 31 of the calendar year containing the
fifth anniversary of the Participant's death; or
(c) In substantially equal periodic installments payable over a
period not extending beyond the life expectancy of the
Beneficiary; provided, however, either that the distribution
commences on or before December 31 of the calendar year
immediately following the calendar year in which the Participant
died or, if the Beneficiary is the Participant's Spouse, that the
distribution commences no later than December 31 of the calendar
year in which the Participant would have attained age 70-1/2.
If the Participant has not made an election pursuant to this section
by the time of
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his or her death, the Participant's Beneficiary must elect the method of
distribution no later than the earlier of (i) December 31 of the calendar
year in which distribution would be required to begin under this Section,
or (ii) December 31 of the calendar year which contains the anniversary
of the date of death of the Participant. If the Participant has no
Beneficiary, or if the Beneficiary does not elect a method of
distribution, distribution of the Participant's entire interest must be
completed by December 31 of the calendar year containing the fifth
anniversary of the Participant's death. If the Participant's spouse dies
after the Participant, but before payments to such spouse begin, the
provisions of this section shall be applied as if the surviving spouse
were the Participant. If payment of a Participant's distribution is to be
made under paragraph (c) above, the amount distributed in any given year
must be determined pursuant to paragraph b of Section 2 above. Any
amount paid to any minor child of a Participant will be treated as if it
were paid to such Participant's spouse, provided the amount is payable to
such Participant's spouse upon the child's reaching the age of majority
(or such other event as may be specified in regulations promulgated by
the Secretary of the Treasury).
"BENEFICIARY" means:
(i) The Participant's spouse; or
(ii) The person, persons or trust designated by the Participant
as beneficiary, provided that if the Participant is married
at the time the designation is executed, or marries at any
time thereafter, such designation will not be effective
unless the Participant's spouse consents in writing to such
designation, such consent acknowledges the effect of the
designation and such consent is witnessed by a notary
public; provided further that such consent will bind only
the spouse who executes it, and not any other spouse of the
participant; or
(iii) if the Employee has no spouse and no effective
beneficiary designation, the Participant's estate. The
Custodian must be furnished with any and all
certificates, tax waivers and other documents requested
by it in its discretion before it will be required to
make any distribution in the event of the Participant's
death, or the death of the Participant's Beneficiary.
6. TRANSFERS AND ROLLOVERS FROM THE ACCOUNT. To the extent permitted by
law, the Participant may transfer any or all of the assets of the Account
directly to another 403(b)(7) custodial account or to a 403(b) annuity
plan. The Custodian shall have no responsibility to the Participant after
any such transfer.
7. DIRECT ROLLOVERS. This Section applies to distributions made on or
after January 1, 1993. Notwithstanding any provision of this Agreement to
the contrary that would otherwise limit a distributee's election under this
section, a distributee may elect, at the time and in the manner prescribed
by the Custodian and fund transfer agent, to have any portion of an
eligible rollover distribution paid directly to an eligible retirement plan
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specified by the distributee in a direct rollover.
For the purpose of this section, the following definitions apply:
(a) Eligible rollover distribution: An eligible rollover is any
distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not
include: any distribution that is one of a series of substantially
equal periodic payments (not less frequently that annually) made for
the life (or life expectancy) of the distributee or the joint lives
(or joint life expectancies) of the distributee and the distributee's
designated beneficiary, or for a specified period of ten years or
more; any distribution to the extent such distribution is required
under section 401(a)(9) of the Code; and the portion of any
distribution that is not includable in gross income (determined
without regard to the exclusion for net unrealized appreciation with
respect to employer securities). An eligible rollover distribution
also does not include any other amounts that may be excluded under
regulations, procedures, notices, or rulings interpreting the term
eligible rollover distribution under sections 401(1) (31), xxx, or
403(b) of the Code.
(b) Eligible retirement plan: An eligible retirement plan is an
individual retirement account described in section 408(a) of the Code,
an individual retirement annuity described in section 408(1) of the
Code, an individual retirement annuity described in section 408(b) of
the Code, or another 403(b) annuity, that accepts the distributee's
eligible rollover distribution. However, in the case of an eligible
rollover distribution to the surviving spouse, an eligible retirement
plan is an individual retirement account or individual retirement
annuity.
(c) Distributee: A distributee includes an employee or former
employee. In addition, the employee's or former employee's surviving
spouse and the employee's or former employee's spouse or former spouse
who is the alternate payee under a qualified domestic relations order,
as defined in section 414(p) of the Code, are distributees with regard
to the interest of the spouse or former spouse.
(d) Direct rollover: A direct rollover is a payment by the plan to
the eligible retirement plan specified by the distributee.
III. RECORDS AND REPORTS
1. ACCOUNTING BY CUSTODIAN. The Custodian will keep accurate and
detailed records of all receipts, investments, disbursements and other
transactions for the Account. As soon as practicable after any
contribution made hereunder or any reinvestment of dividends or capital
gains distributions, the Custodian will send to the participant or
Beneficiary a written confirmation containing information with respect to
the investment
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of such contribution, or such reinvestment of dividends or capital
gains distributions, and the current status of the Account. A similar
confirmation will be sent to the participant or Beneficiary upon
each distribution of benefits.
2. REPORTS OF THE CUSTODIAN. The Custodian will keep such records, make
such identifications and file with the Internal Revenue Service such
reports, returns and other information concerning the Account as may be
required of the Custodian under the Code, or under regulations issued
under the Code or under the Employee Retirement Income Security Act of
1974, as amended.
IV. CUSTODIAN'S FEES; OTHER MATTERS
1. FEES OF CUSTODIAN. In consideration of its services, the Custodian
will receive an annual maintenance fee of $12 per Account. If the fee is
not paid separately by the Participant, the Custodian is entitled to
liquidate shares in the Account to pay the fee.
Any income taxes or other taxes of any kind whatsoever that may be
levied or assessed upon or in respect of the Account will be paid from the
assets of the Account. Any transfer taxes incurred in connection with the
investment of the assets of the Account, and all other administrative
expenses incurred by the Custodian in the performance of its duties,
including fees for legal services rendered to the custodian, will
similarly be paid from the assets of the Account.
2. CONTRIBUTIONS AND WITHDRAWALS NOT RESPONSIBILITY OF CUSTODIAN. The
Custodian will not be responsible for the purpose or propriety of any
contribution or of any distribution or withdrawal made hereunder or for
any other action taken pursuant to the Participant's request. The
Participant, his Beneficiary, if any, and the executor or administrator
of each of them, if appropriate, will at all times fully indemnify and
hold harmless the Custodian, its successors and assigns, and all claims,
actions, or liabilities arising from investments or distributions made or
actions taken at the direction of such person(s) and from any and all
other liability whatsoever (including without limitation all reasonable
expenses incurred in defending against or settlement of such claims,
actions or liabilities) which may arise in connection with this Agreement
or the account, except liability arising from the gross negligence or
willful misconduct of the Custodian. The Custodian will be under no duty
to take any action with respect to the Account other than as set forth
herein unless the Participant or the Employer furnishes the Custodian
with proper instructions to which the Custodian has specifically agreed
in writing. The Custodian may conclusively rely upon and will be
protected in acting upon any written order, notice, request, consent,
certificate or other instrument or paper believed by it to be genuine and
which appears to have been executed properly and, if it acts in good
faith, in taking or omitting to take any other action.
3. RESIGNATION AND REMOVAL OF CUSTODIAN. The Custodian may resign at
any time upon 30 days' notice in writing to Xxxxxx Associates, Inc., the
Sponsor of the funds issuing the Shares (the "Sponsor") and Participant
and may be removed by the Sponsor or Participant at any time upon 30 days'
notice in writing to the Custodian. Upon any such resignation or removal,
the Sponsor will appoint a successor custodian qualified
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under Code Section 401(f)(2). After written acceptance by the successor
custodian so appointed, the Custodian will transfer all assets of and
records pertaining to the Account to the successor custodian. The
Custodian is authorized, however, to reserve such sum of money or
property as it may reasonably deem advisable for the payment of its fees,
compensation, costs and expenses, or for payment of any other liabilities
constituting a charge on or against the assets of the Account or upon or
against the Custodian, with any balance to be paid over to the successor
custodian within a reasonable time after its resignation or removal.
The Custodian will have a lien on the assets of the Participant's Account
to the extent of any such charges. The successor custodian will hold all
assets and records delivered to it in accordance with the terms hereof.
The Custodian shall not be liable for the acts or omissions of any
successor custodian upon the transfer of assets of the account to a
successor custodian, the resigning or removed custodian shall be relieved
of all further liability with respect to this agreement, the account and
the assets thereof.
V. PROXIES AND VOTING OF SHARES
The Custodian will mail to the Participant all notices, prospectuses,
financial statements, proxies and proxy solicitation material relating to the
Shares held in the Account. Proxies will be voted by the Custodian in
accordance with the Participant's written instructions.
VI. AMENDMENT OR TERMINATION
1. AMENDMENT.
(a) BY EMPLOYER. This Agreement and the various documents
incorporated herein may be modified or amended by the Employer by
delivering to the Participant and to the Custodian a written copy of
such modification or amendment signed by the Employer, subject to the
approval of the Custodian.
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(b) BY PARTICIPANT. The Participant may amend this Agreement by
making any of the following changes:
(1) No more than once in each taxable year of the Participant,
and subject to other applicable provisions of this Agreement, the
Participant may change the Agreement between the Employer and the
Participant as to the adjustment of the Participant's salary by
submitting to the Employer and the Custodian a revised
Application; or
(2) The Participant may change his Beneficiary at any time by
submitting to the Custodian a revised designation of beneficiary,
provided that the designation by a Participant of any person,
persons or trust other than his spouse as Beneficiary will not be
effective unless it is in accordance with Article II, Section 4,
subsection (b).
(c) BY SPONSOR. The Employer, the Participant, and the Custodian,
hereby delegate authority to the Sponsor to modify or amend this
Agreement and the various documents incorporated herein, and the
Employer, the Participant, and the Custodian will be deemed to have
consented to any such modification or amendment. The Sponsor will
provide copies of any such modification or amendment to the Employer,
the Participant and the Custodian.
(d) LIMITATIONS. Notwithstanding the powers granted in subsections
(a), (b) and (c) above, no amendment may be made that would:
(i) Cause or permit any part of the assets in the Account to be
diverted to purposes other than for the exclusive benefit of the
Participant and his Beneficiaries, or cause or permit any portion
of such assets to revert to or become the property of the
Employer,
(ii) Increase the responsibilities of the Custodian without its
written consent, or
(iii) Retroactively deprive any Participant or Beneficiary of
any benefits to which he was entitled under the Agreement by
reason of contributions made by the Employer, unless such
modification or amendment is necessary to conform the Agreement
to, or satisfy the conditions of any law, governmental regulation
or ruling, or to permit the Agreement and Account to meet the
requirements of Code Section 403(b) or any similar statute
modification or amendment must be pursuant to an opinion of
counsel that it is necessary or advisable to conform the
Agreement to the requirements of law.
2. TERMINATION.
(a) TERMINATION OF CONTRIBUTIONS. With respect to compensation not
yet earned by a Participant this Agreement may be terminated by the
Participant by
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giving written notice to the Employer. Copies of such notice
will be sent forthwith to the Custodian. Unless otherwise
mutually agreed upon by the Employer and the Participant, any such
termination will take effect as of the last day of the month next
following the month in which such written notice is given, the
Participant's compensation will be increased by the amount by which it
otherwise would be reduced pursuant to the Application, or other
written agreement between the Employer and the Participant as to the
adjustment of the Participant's compensation, and the obligations
under this Agreement of the Employer with respect to future pay
periods will cease.
(b) TERMINATION UPON RESIGNATION OR REMOVAL. The Custodian may elect
to terminate the Account following its resignation or removal under
Section 3 of Article IV hereof it the sponsor has not appointed a
successor custodian within 60 days of such resignation or removal, or
arranged for the transfer of the assets held in the Account to another
custodial account. In the event of any such termination, the amounts
in the Account at the date of termination will be distributed to the
Participant (or Beneficiaries) in cash, in Shares or in both cash and
Shares, in one or more of the ways provided in Section 2 of Article II
hereof, in accordance with the written directions of the Participant
or Beneficiary or, in the absence of such direction, as a lump sum in
Shares. Upon completion of such distribution, the Custodian will be
released from all further liability with respect to all amounts so
paid, to the extent permitted by applicable law.
(c) TERMINATION ON DISTRIBUTION. This Agreement will terminate as to
a Participant when all the assets held in the Account established for
him have been distributed. Upon completion of such distribution, the
Custodian will be released from all further liability with respect to
all amounts so distributed, to the extent permitted by applicable law.
(d) TERMINATION ON DISQUALIFICATION. This Agreement will terminate
as to a Participant if, after notification by the Internal Revenue
Service that the Participant's Account does not qualify under Code
Section 403(b)(7), the Sponsor fails to or is unable to make the
amendments necessary so to qualify the Account. On such termination
of this Agreement, all assets in an Account will be distributed in
Shares by the Custodian to the Participant or, in the event of his
death, to his Beneficiary. Upon completion of such distribution, the
Custodian will be released from all further liability with respect to
all amounts so paid, to the extend permitted by applicable law.
VII. MISCELLANEOUS PROVISIONS
1. EXCLUSIVE BENEFIT. No part of the assets of the Account may at any
time be used for or diverted to purposes other than for the exclusive
benefit of the Employee or his Beneficiaries except as specifically
provided herein.
2. NON-ALIENATION. The benefits, rights, privileges, payments, proceeds,
claims or other interests of the Participant or his Beneficiaries hereunder
are not transferable nor
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subject to commutation, anticipation or encumbrance by such Participant
or his Beneficiary, nor subject to alienation, assignment, garnishment,
attachment, execution, or levy of any kind, except pursuant to a
"qualified domestic relations order," as such term is defined in Code
Section 414(p), as amended, or by the Custodian for its fees and
expenses, and no attempt to cause such assets to be so subjected will be
recognized by the Custodian.
3. SEVERABILITY. If any provision of this Agreement is held invalid or
illegal for any reason, this Agreement will be construed and enforced as
if such provision had never been included in this Agreement, and such
determination will not affect any remaining provision of this agreement.
4. NOTICES. All notices provided for herein, as well as any other
notices which might be sent, will be deemed effective if mailed by first
class mail to the last address appearing in the Custodian's records.
5. GOVERNING LAW. This Agreement is accepted by the Custodian in and
will be construed, administered, and enforced in accordance with the laws
of the State of Missouri.
6. GRAMMAR. One gender will be deemed to denote the other, the singular
denote the plural and the plural denote the singular where the context so
permits.
7. ERISA. If this Agreement is determined to constitute part of an
"employee benefit plan" established or maintained by the Employer subject
to Title I of the Employee Retirement Income Security Act of 1974, as
amended (ERISA), then the Employer will be responsible for assuring such
employee benefit plan complies at all times with the applicable
requirements of ERISA.
This Account is established with the intent that it will conform with
the requirements of Section 403(b) of the Code. Accordingly, all terms and
provisions contained herein will be interpreted, wherever possible, so as to
be in compliance with the requirements under that Section. This Agreement is
not a prototype plan, master plan, or other document approved by the Internal
Revenue Service. Procedures for such approval have not yet been established.
13
403(b)(7) INDIVIDUAL APPLICATION XXXXXX FUNDS
-----------------------------------------------------------------------------
TO: INVESTORS FIDUCIARY TRUST COMPANY, XX Xxx 000000, Xxxxxx Xxxx, XX 00000
-----------------------------------------------------------------------------
NAME OF PARTICIPANT DATE OF BIRTH SOC. SEC. NO./TAX ID NO.
-----------------------------------------------------------------------------
ADDRESS ZIP
-----------------------------------------------------------------------------
NAME OF EMPLOYER/PLAN SPONSOR TELEPHONE NUMBER
-----------------------------------------------------------------------------
ADDRESS OF EMPLOYER ZIP
Employer/Plan Sponsor is ______ Public School ______ 501(c)(3) Organization
This application is for
(a) Periodic Contributions __________________
(b) Transfer from 403(b) Custodial Account or Annuity _________________
1. PARTICIPANT'S INVESTMENT INSTRUCTIONS
The amount of each contribution to the Custodial Account shall be invested in
the following Fund(s) ($50 minimum) in the following amounts:
Xxxxxx One Hundred Fund Employee $_________ Employer $_________
Xxxxxx Growth and Income Fund $_________ $_________
Xxxxxx Small Company Growth Fund $_________ $_________
Xxxxxx New Generation Fund $_________ $_________
NOTE: If you prefer not to have the Custodial fee deducted from your Custodial
Account, make a $12 check per account payable to Investors Fiduciary Trust
Company and mail with your application.
YOUR EMPLOYER WILL SEND THE 403(b) CONTRIBUTIONS MADE ON YOUR BEHALF TO
INVESTORS FIDUCIARY TRUST COMPANY.
2. DESIGNATION OF BENEFICIARY
PRIMARY BENEFICIARY: SECONDARY BENEFICIARY:
-------------------- ----------------------
----------------------------------- ------------------------------------
(Relationship) (Relationship)
----------------------------------- ------------------------------------
(Name) (Name)
----------------------------------- ------------------------------------
(Address) (Address)
----------------------------------- ------------------------------------
(City/State/Zip Code) (City/State/Zip Code)
----------------------------------- ------------------------------------
(Social Security Number/ (Social Security Number/
Date of Birth) Date of Birth)
SPOUSAL CONSENT TO ELECTIONS
I hereby consent to the above elections made by my spouse regarding the
beneficiary from the above referenced Plan. I understand that my giving this
Consent means that if I am not appointed as sole Primary Beneficiary, I will not
be entitled to receive survivor benefits if my spouse (i) dies prior to
receiving the full amount of his or her benefits from such Plan and (ii) is
survived by his Beneficiary (other than me) named above. I further understand
that my Consent to the above elections is irrevocable. However, this Consent
shall be null and void, and shall have no effect, if my spouse revokes or
changes any of the elections made above.
Dated this _____________ day of ____________, 19____.
------------------------------------
(Signature of Participant's Spouse)
STATE OF _______________________)
ss:
COUNTY OF ______________________)
On this _____ day of _______________, nineteen hundred and _______,
before me came ____________________________________________, to me known to
be the individual who executed the foregoing Consent, and acknowledged that he
(she) executed the same. My commission expires ________________, 19____.
------------------------------------
(Signature of Notary Public)
3. SIGNATURE
I hereby:
(i) appoint Investors Fiduciary Trust company or its successors as
Custodian of my 403(b)(7) account;
(ii) acknowledge receipt and acceptance of the Custodial Agreement;
(iii) acknowledge receipt of a current prospectus of the Funds;
(iv) consent to the custodian's fee as specified in the Custodial
Agreement;
(v) agree to promptly give instructions to the Custodian necessary to
enable the Custodian to carry out its duties under the Custodial
Agreement;
(vi) agree that whatever information is required to be filed with the
Internal Revenue Service will be filed by me unless the Custodian is
required to file such information;
(vii) acknowledge that I have complete responsibility for computing the
annual exclusion allowance; and
(viii) designate the beneficiaries named in paragraph 2 above.
---------------------------------------------------------------------------
SIGNATURE DATE
This Section to be Completed by Custodian Only.
Appointment as Custodian accepted:
INVESTORS FIDUCIARY TRUST COMPANY
By
----------------------------------
Authorized Signature Date
You will not receive an executed copy of this Application. Please make a copy
for your records. The receipt of your purchase confirmation statement will
verify that your 403(b)(7) Custodial Account has been accepted by the Custodian.
403(b) TRANSFER/EXCHANGE REQUEST FORM
TO:
----------------------------------------------------------------------
Current Custodian or Insurance Company Date
------------------------------------------------------
------------------------------------------------------
RE:
------------------------------------------------------
Participant
------------------------------------------------------
Contract/Account Number(s)
------------------------------------------------------
------------------------------------------------------
Gentlemen:
I wish to effect a tax-free transfer exchange of (check one):
________ the entire amount or,
________ $__________ of the above referenced 403(b) Custodial Account
or Annuity
to a Xxxxxx Fund Custodial Account.
Since it is my intention that this transfer/exchange not constitute actual or
constructive receipt by me for income tax purposes, I request and authorize you
to transfer the value of that portion of my 403(b) Tax Sheltered Annuity or
403(b)(7) Custodian Account indicated above and make your check payable and send
to:
Investors Fiduciary Trust Company (Custodian)
c/x Xxxxxx Funds
XX Xxx 000000
Xxxxxx Xxxx, XX 00000
Please reference my name and social security number and the Xxxxxx Funds with
your check.
-----------------------------------
Signature
This 403(b) Transfer/Exchange Request Form should be mailed with your original
application to Investors Fiduciary Trust Co. Investors Fiduciary Trust Company
will submit this Form and a Letter of Acceptance to your current Custodian or
Insurance Company to authorize the direct transfer of the value of that portion
of your current 403(b) Account/Contract indicated above.
403(b)(7) SALARY REDUCTION AGREEMENT
Agreement is made this _______ day of ________________, 199____, by and
between _____________________ (Participant) and ________________________
(Employer). Each hereby agrees that beginning ________________, 199____*
compensation for each pay period shall be reduced by $_________ or _____%.
The Employer shall contribute the amount of such reduction to the
Participant's 403(b)(7) Custodial Account with Investors Fiduciary Trust
Company. In no event shall the annual contributions on behalf of Participant
exceed the lesser of Participant's "Exclusion Allowance" permitted under
Section 403(b) of the Code or maximum "Annual Addition" under the limitations
contained in Section 415 of the Code. Participant is responsible for
determining that the salary reduction in this Paragraph does not exceed such
Exclusion Allowance or maximum Annual Addition. Employer will provide
Participant, upon request, any available information from Employer's records
which is necessary to enable Participant to make such determinations.
Employer will forward the amount of such reduction for the purchase of shares in
the Xxxxxx Funds to:
Investors Fiduciary Trust Company, Custodian
c/x Xxxxxx Funds
XX Xxx 000000
Xxxxxx Xxxx, XX 00000
This Agreement is legally binding and irrevocable with respect to all amounts
earned by the Participant while this Agreement is in effect; provided, however,
that Participant or Employer may, by 30 days written notice to the other,
terminate the Agreement with respect to amounts not yet earned at the time of
termination.
Participant will not be permitted to enter into more than one salary reduction
agreement with Employer during a calendar year. A modification of the amount of
salary reduction of this Agreement constitutes a new agreement. However, the
mere continuation of this Agreement from a calendar year to a new calendar year
does not constitute an amendment or modification of this Agreement, or the
makeing of a new agreement in such latter taxable year.
This Agreement is subject to the provisions of the Xxxxxx One Hundred Fund,
Inc., Xxxxxx Growth and Incone Fund, Inc., Xxxxxx Small Company Growth Fund,
Inc., and Xxxxxx New Generation Fund, Inc., Custodial Account Agreement which
is hereby incorporated by reference.
Contributions made with respect to this Agreement shall be invested in shares of
the Xxxxxx One Hundred Fund, Inc., the Xxxxxx Growth and Income Fund, Inc., the
Xxxxxx Small Company Growth Fund, Inc., or the Xxxxxx New Generation Fund, Inc.
as designated by Participant.
---------------------------------------------------------------------------
Participant's Signature
---------------------------------------------------------------------------
Authorized Signature for Employer
---------------------------------------------------------------------------
Name and Title
* The date selected must be after the date on which this Agreement is signed;
the Agreement shall be effective only with respect to amounts earned after such
date.
INSTRUCTIONS FOR STARTING YOUR XXXXXX
FUNDS 403(b)(7) RETIREMENT PROGRAM
Included in this brochure you will find everything you need to sign up
for the Xxxxxx Funds 403(b)(7) Retirement Program. In addition to this
brochure you should carefully read the prospectus of the Funds. Instructions
for enrolling in the Xxxxxx Funds 403(b)(7) Retirement Program are listed
below:
ASSET TRANSFERS
1. Complete the enclosed 403(b)(7) Individual Application including selection
of desired investment option and beneficiary designation and return to:
Investors Fiduciary Trust Company
c/x Xxxxxx funds
XX Xxx 000000
Xxxxxx Xxxx, XX 00000
2. Complete and sign 403(b) Transfer/Exchange Request Form and return to
Xxxxxx Funds at the above address.
SALARY REDUCTION ACCOUNTS
1.* Complete the enclosed 403(b)(7) Exclusion Allowance worksheet to determine
your Maximum Allowable Contribution.
2. Complete the 403(b)(7) Individual Application including selection of
desired investment option and beneficiary designation and return to Xxxxxx
Funds at the above address.
3. Complete the 403(b)(7) Salary Reduction Agreement and give to your
employer. (Your employer may have their own form which is to be used for
this purpose.)
1
* Please consult with your employer and/or tax advisor regarding this
worksheet. The Xxxxxx Funds cannot assist you with this form.
2
403(b) EXCLUSION ALLOWANCE WORKSHEET
Name----------------------------------------------- Date-------------
Maximum Exclusion Allowance (MEA)
1. Gross Annual Salary* $------------------
2. Full and fractional years of service $------------------
3. Prior contributions, excludable from taxation,
by employer to all retirement Plans.** $------------------
4. Line 2 times .2 plus 1 ------------------
5. Line 1 times line 2 times .20 $------------------
6. Line 5 minus line 3 $------------------
7. MEA: Line 6 divided by line 4 $------------------
Normal Limit (Lesser of MEA or Section 415 limit)
8. The lesser of:
a. Line 1 times .20,
b. Line 7, or
c. $30,000 $------------------
Special "Catch-Up" Options: For employees of
educational organizations, church organizations,
hospitals, home health service agencies or health
and welfare service agencies only. (Irrevocable.
Once Option B or C is used only that Option or the
basic formula can be used in subsequent years.)
9. A. "Year of separation limitation"
The lesser of:
a. Line 7, or
b. $30,000, or
c. The greater of:
1. the MEA (Line 7) using the most
recent 10 year period ending on
the date of separation, or
2. Line 1 times .20 $-------------------
3
* Gross annual salary is taxable income from the employer prior to elective
and non-elective 403(b) contributions. It is assumed that the current
calendar year is also the "Most recent period that may be counted as a
year of service" under IRS regulations.
** Prior contributions include contribitions (elective and non-elective) to
all plans of the employer ie., defined benefit, defined contribution, SEP,
401(k), 403(b), and 457 plan contributions during any years except current
year counted toward years of service.
10. B. "Year of Service Limitation"
The lesser of:
a. Line 1 times .20) plus 3,200
b. Line 7, or
c. $15,000 $------------------
11. C. "Overall Limitation"***
the lesser of:
a. Line 1 times .20, or
b. $30,000
12. Total 403(b) exclusion allowance alternatives,
elective plus non-elective 403(b) contributions.
Normal Limit -- Line 8 $------------------
Option A -- Line 9 $------------------
Option B -- Line 10 $------------------
Option C -- Line 11 $------------------
Elective Deferral Limit: For employees who have 15 years
of service or more and are employed by an educational
organization, church organization, hospital, home health
service agency or health and welfare service organization only.
13. Non-elective 403(b) contributions for current year. $-------------------
14. The lesser of:
a. $3000
b. $15,000 minus prior contributions using this catch-up.
c. $5,000 times line 2 minus prior elective contributions
to all 403(b), SEP, or 401(k) plans of the employer.
If years of service with current employer less
than 15, enter zero $-------------------
15. The elective deferral limit is $9,500 plus line 14
minus current year elective deferrals to all 401(k)s
or SEPs of ALL employers. $-------------------
4
16. Maximum elective deferral
The lesser of:
a. Total 403(b) exclusion allowance alternative
(choose one from Line 12) minus Line 13, 04
b. Line 15. This is the amount you may elect to
contribute for this Taxable year. $-------------------
*** When using this option, all contributions to qualified plans of the
employer must be aggregated. If you are a participant in a defined benefit
pension plan, do not select this option in Line 16(a) below without
consulting your tax advisor.
5
