THE
XXXXXXX
FUNDS
Plan agreement, The Xxxxxxx
sample plan Employer-Select
documents 403(b) plan
XXXXXXX
XXXXXXX, XXXXXXX & XXXXX INVESTMENT COUNSEL
Contents
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How employers establish
a Xxxxxxx Employer-
Select 403(b) program 3
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Explanation of employer
selections 4
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Worksheet for employer
to select plan options 7
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Sample employer
adoption agreement 10
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Sample employee
application 12
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Sample designation of
beneficiary form 13
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Sample salary reduction
agreement 14
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Plan agreement 15
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Telephone numbers and
addresses 23
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The term "Xxxxxxx 403(b) Plan"
refers to the Xxxxxxx 403(b) Plan
and includes functions performed by:
x Xxxxxxx Fund Distributors,
Inc. which offers Xxxxxxx
403(b) Plans and acts as
principal underwriter for
each Xxxxxxx fund,
o State Street Bank and
Trust Company, as
custodian and transfer
agent of the Xxxxxxx funds
and as custodian of the
Xxxxxxx 403(b) Plans, and
o Boston Financial Data
Services, Inc. (an
affiliate of State Street
Bank), the service agent
responsible for
maintaining shareholder
account records for the
Xxxxxxx funds.
Xxxxxxx, Xxxxxxx & Xxxxx acts
as investment adviser to the Xxxxxxx
funds.
------------------------------------
Introduction
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The Xxxxxxx Funds booklet "Tax Deferred Annuity Plans (TDAs and TSAs) under
Section 403(b)(7)" describes the Xxxxxxx 403(b) program. This program consists
of eight Xxxxxxx no-load mutual funds, a processing and record keeping system
that segregates contributions by contribution type and by individual employee,
and either the Xxxxxxx Employee-Select or the Xxxxxxx Employer-Select 403(b)
plan.
The Employer-Select plan described in this booklet is a flexible plan that
allows employers to select among many options to tailor a plan in accordance
with their objectives and the needs of their employees. It is designed to
accept direct employer contributions as well as various types of employee
contributions and permits the employer to impose certain controls over the
investment and withdrawal of contributions.
This booklet explains how employers establish a Xxxxxxx Employer-Select
program. In addition to the plan itself, the booklet includes a worksheet
showing how employers select various plan options.
The booklet also contains samples of an employer adoption agreement, an
employee application form, a designation of beneficiary form, and an employee
salary reduction agreement.
2
How employers establish
a Xxxxxxx Employer-
Select 403(b) program
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Plan adoption The Xxxxxxx Employer-Select 403(b) plan
permits employers to select among various
options that determine many of the important
terms of their plan. The employer makes
these elections on a worksheet provided by a
Xxxxxxx Group Retirement Specialist, as
illustrated on pages 7-9. Xxxxxxx then
prepares an individually-designed adoption
agreement that reflects all selections made
and eliminates any reference to options not
selected. The plan becomes effective after
the employer and State Street Bank and Trust
Company, acting as custodian, sign the
adoption agreement.
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Employee applications Based on the employer's selections,
Xxxxxxx prepares a package of individually
designed employee applications and
information. The employee applications
specify which Xxxxxxx fund or funds the
employees are permitted to select for
contributions and the allocation of
contributions among funds. Depending on how
the employer completes the worksheet,
employees may also be able to make other
selections such as normal retirement age. A
designation of beneficiary form can be
printed on the reverse side of the
application. Salary reduction agreements, if
desired by the employer, can also be
provided.
The Xxxxxxx information package also
includes prospectuses and information about
the investment characteristics of the funds
designated by the employer. This information
acquaints employees with the nature of mutual
funds and helps them select the fund or funds
most suited to their investment objectives.
Xxxxxxx can also provide copies of the plan
agreement and the completed adoption
agreement for distribution to participants if
the employer wishes.
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Establishing the plan on the To establish a 403(b) plan on the
Xxxxxxx processing system Xxxxxxx processing system, the employer needs
only to provide certain background
information about the plan and payroll
processing details. Thereafter the employer
remits funds and information about how the
amount submitted should be allocated among
participants and how it is broken down by
contribution type, if more than one type of
contribution is involved. The booklet "The
Xxxxxxx Processing System" provides more
information.
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Reporting and disclosure A 403(b) plan sponsored by an employer
is subject to the reporting and disclosure
requirements of ERISA. Xxxxxxx will provide
information to help comply with the reporting
requirements. In addition, Xxxxxxx will
prepare a sample summary plan description
tailored to the selections made by the
employer and suitable for distribution to
employees.
3
Explanation of
employer selections
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How to use the worksheet The plan agreement beginning on page 15
contains the provisions of the Xxxxxxx
Employer-Select 403(b) plan. Employers are
urged to review it to develop a full
understanding of the plan and of the various
selections available to them.
Employers first indicate the selections
which they wish to make on a worksheet
provided for the employer's convenience by a
Xxxxxxx Group Retirement Specialist. Later,
Xxxxxxx prepares an individually-designed
employer adoption agreement reflecting only
the selections made by the employer and
eliminating references to unselected options.
A copy of the worksheet begins on page 7.
The selections made by the employer include
the determination of which contribution types
in addition to direct employer contributions
the employer wishes to permit. Employer
selections also establish certain fundamental
procedures such as those involving changes of
investment, withdrawal of contributions by
employees, and distribution of benefits to
employees.
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Normal retirement age The employer can determine whether
employees may select normal retirement age.
Section II This section gives employers the option
of selecting the normal retirement age for
all their employees. Alternatively,
employers may give individual employees the
right to select their own. The normal
retirement age is the age at which employees
usually begin to receive distributions from
their plans. It cannot be less than age
59 1/2.
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Determination of Employers can elect to permit various
employer and employee types of contributions in a Xxxxxxx Employer-
contribution types Select 403(b) plan in addition to direct
employer contributions. (Direct employer
contributions are automatically permitted but
are not required). Optional contribution
types include employer contributions pursuant
to employee salary reduction agreements,
mandatory contributions, employer matching
thrift contributions, thrift contributions,
employee non-deductible voluntary
contributions, and employee deductible
voluntary contributions (often called
"QVECs"). Rollover and transfer
contributions are also permitted.
The Xxxxxxx processing system segregates
all contribution types in order to maintain
the identity of each and to permit different
investment selections, investment procedures,
and distribution and withdrawal provisions to
apply to some contribution types than apply
to others.
Section III This section determines whether
employees may make contributions to the plan
by means of a salary reduction agreement. If
the employer permits either mandatory
contributions or matching thrift
contributions, the employer must permit
salary reduction contributions.
4
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Section IV Employers have the option under this
section of requiring employees to make
"mandatory contributions", (defined as
employee contributions of up to 6% of
compensation) to be eligible to receive
employer contributions. The employer may
make contributions on behalf of those
employees who contribute the mandatory
contributions, although there is no
requirement for the employer to make such
contributions.
Section V This section permits employers to offer
matching thrift contributions in order to
encourage employees to make salary reduction
contributions. Employers must match any
employee contributions made under the terms
of the matching agreement. The amount of the
employer's matching contribution may vary
from employee to employee but must then be
based on a formula established and
implemented by the employer that applies to
all employees. Employees with 20 years of
service, for example, could be offered a
higher matching contribution than employees
with five years of service.
Section VI The Xxxxxxx Employer-Select 403(b) plan
allows employees to make non-deductible
voluntary contributions to their plan if
permitted by the employer. Although not
deductible, employee contributions accumulate
tax-free until withdrawn. Non-deductible
voluntary contributions (but not earnings
from these contributions) may be withdrawn
from the plan.
The plan also permits employees to make
deductible voluntary contributions ("QVECs")
to the plan which are normally in lieu of XXX
contributions. These contributions are fully
tax-deductible but subject to certain
limitations concerning maximum contribution
amounts and withdrawals.
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Investment selection The Xxxxxxx Employer-Select plan permits
employers to limit the Xxxxxxx funds eligible
for new contributions and to limit the funds
available to employees who wish to change the
investment of already-contributed amounts.
The plan also permits the employer to set
different fund-selection limitations for
different contribution types.
Section VII This selection permits employers to
limit the number of Xxxxxxx funds available
for contributions. Some employers, for
example, might wish to limit the selection to
one money market fund, an income fund, and a
common stock fund investing in large
established companies.
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Investment changes Under the plan, new contributions are
invested identically. If, for example, a
monthly plan contribution consists of a
direct employer contribution and a salary
reduction contribution, the contributions
would be invested in two contribution
accounts and the investment allocation within
each contribution account would be in the
same proportions. Changes in the allocation
among funds of new contributions in the
future apply to all contribution types until
instructions are issued to the contrary.
5
Explanation of
employer selections, cont.
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However, the plan permits investment
changes involving already-contributed amounts
to be made in different proportions among
contribution types if allowed by the
employer. The employer, for example, could
permit employees to arrange investment
changes in their salary reduction accounts
without restriction. These investment
changes could result in money being invested
in funds other than those permitted for new
contributions. Employers could also permit
employees to make investment changes in their
salary reduction accounts by telephone at any
time while requiring that investment changes
in their direct employer contribution
accounts be arranged in writing no more
frequently than quarterly.
Section VIII This section permits employers to
require investment changes to be made through
the plan administrator, and enables employers
to limit the frequency with which employees
make investment changes.
Under this section, if employees are
given the right to make investment changes
directly with the custodian, the employer
cannot limit the frequency of investment
changes.
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Withdrawals and Employers may select various provisions
distributions affecting the timing and manner of
distributions.
Section IX This section permits employers to decide
whether employees who have not reached normal
retirement age will be allowed to make
withdrawals from the plan upon attainment of
age 59 1/2.
Section X This section permits employers to decide
whether employees will be able to receive
distributions from the plan for reasons of
financial hardship before distribution would
normally begin.
Section XI This section permits employers to decide
whether employees are automatically entitled
to distributions upon separation from
service, or whether distributions would be
subject to guidelines imposed by the
employer.
Section XII The employer may select whether the
employer or the employee is to determine the
method of distribution of benefits to
employees.
6
Worksheet for Xxxxxxx 403(b) Plan,
Employer Adoption Agreement, and
Summary Plan Description
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The undersigned Employer will be establishing a custodial account, under
Internal Revenue Code Section 403(b)(7), and will be adopting a Xxxxxxx 403(b)
Plan pursuant to the provisions of the Xxxxxxx 403(b) Agreement and the
provisions selected below by the Employer in this worksheet. This worksheet is
provided only for the convenience of the Employer and is not a part of any Plan
or any Xxxxxxx 403(b) Agreement, nor is any portion of this worksheet
incorporated by reference into any Xxxxxxx 403(b) Agreement.
This plan will be for the benefit of each employee of the employer who signs a
Xxxxxxx 403(b) Plan Employee Application which is accepted by the Custodian.
However, if the Employer specifies in a writing pertaining to eligibility that
only employees of a certain class or classes are eligible to participate in this
403(b) plan, then this plan will be for the benefit of only such employees who
sign a Xxxxxxx 403(b) Plan Employee Application which is accepted by the
Custodian.
I. NAME OF PLAN
The Name of the 403(b) Plan to be adopted shall be the
___________________________________ 403(b) Plan.
(insert name of Employer)
II. NORMAL RETIREMENT AGE
An Employee's Normal Retirement Age (which may not be less than
age 59 1/2) shall be:
Select One [] (1) age 65 unless another age is indicated by the Employer
and Complete here: _________________________________
if Applicable (may not be less than age 59 1/2)
and if
Desired [] (2) age 65 unless another age is indicated by the Employee
in the Xxxxxxx 403(b) Plan Employee Application.
III. EMPLOYER CONTRIBUTIONS BY SALARY REDUCTION AGREEMENT
[NOTE: If either Mandatory Contributions by Salary Reduction Agreement
under Section IV(2) or Employer Matching Thrift Contributions under Section
V(2) are selected, Section III(1) must be selected to permit Employer
Contributions by means of a Salary Reduction Agreement.]
Select One [] (1) Employer Contributions made in accordance with a Salary
Reduction Agreement, made between the Employer and
Employee, described in Article III, Part B of the Xxxxxxx
403(b) Agreement.
[] (2) Employer contributions by means of a Salary Reduction
Agreement made between the Employer and the Employee are
not permitted.
IV. MANDATORY CONTRIBUTIONS BY SALARY REDUCTION AGREEMENT
[NOTE: Section IV(2) should NOT be completed to require Mandatory
Contributions if Employer Matching Thrift Contributions have been selection
under Section V(2), or if Employer Contributions by means of a Salary
Reduction Agreement are not permitted under Section III(2).]
Select One and [] (1) Mandatory Contributions are not required.
Complete if
Necessary [] (2) In order to participate in any Employer Contributions
which the Employer may wish to (but need not) make, with
respect to a taxable year of the Employee, directly to
the Employee's Employer Contribution Account, the
Employee must agree with the Employer for Mandatory
Contributions to be made, in accordance with a Salary
Reduction Agreement between the Employer and the
Employee, to the Employee's Mandatory Contribution
Account, with the total of such Mandatory Contributions
for such taxable year of the Employee to be an amount
equal to __________% (insert not over 6%) of the
Employee's Compensation with respect to such taxable year
of the Employee.
7
V. MATCHING THRIFT CONTRIBUTIONS
[NOTE: Section V(2) should NOT be completed to permit Employer Matching
Thrift Contributions if Mandatory Contributions have been selected under
Section IV(2), or if Employer Contributions by means of a Salary Reduction
Agreement are not permitted under Section III(2).]
Select Either [] (1) Matching Thrift Contributions are not permitted.
(1) or (2);
and, if (2) [] (2) For each taxable year of the Employee with respect to
is Selected, which the Employee has agreed with the Employer for Thrift
Complete it Contributions to be made, in accordance with a Salary
and, if Reduction Agreement between the Employer and the Employee,
Desired, to the Employee's Thrift Contribution Account in a total
Select (3) amount not exceeding __________% (insert not over 6%) of
the Employee's Compensation for such taxable year of the
Employee, the Employer will make Employee Matching Thrift
Contributions directly to the Employer Matching Thrift
Contribution Account in a total amount equal to _____% of
the total amount of the Employee's Thrift Contributions
for such taxable year of the Employee.
[] (3) The preceding sentence of this Section V to the
contrary notwithstanding, the total amount of the
Employer Matching Thrift Contributions for the Employee
for such taxable year of the Employee shall not exceed an
amount designated in writing by the Employer and
communicated to the Employee based on a written formula
established by the Employer and applied in a uniform and
nondiscriminatory manner with respect to all Employees, a
copy of which formula is to be attached to the Xxxxxxx
403(b) Plan Employer Adoption Agreement before it is
signed by the Employer and the Custodian.
VI. EMPLOYEE CONTRIBUTIONS
A. Employee Non-deductible Voluntary Contributions:
Select One [] (1) Employee Non-deductible Voluntary Contributions, subject
to the provisions of Article III, Part A(e) of the
Xxxxxxx 403(b) Agreement, are permitted.
[] (2) Employee Non-deductible Voluntary Contributions are not
permitted.
B. Employee Deductible Voluntary Contributions:
Select One [] (1) Employee Deductible Voluntary Contributions, subject to
the provisions of Article III, Part A(f) of the Xxxxxxx
403(b) Agreement, are permitted.
[] (2) Employee Deductible Voluntary Contributions are not
permitted.
VII. PERMITTED INVESTMENTS
Select as Xxxxxxx Fund
Many as [] Government Money Fund
are Desired [] Cash Investment Trust
[] Income Fund
[] Target Fund (multi Portfolios)
[] Capital Growth Fund
[] Common Stock Fund
[] Development Fund
[] International Fund
[] Such other Xxxxxxx Fund or Funds, if
any, as may be designated from time to
time by Xxxxxxx Fund Distributors,
Inc. (or its successor) as appropriate
for investment hereunder
8
VIII. PROCEDURES FOR CHANGE OF INVESTMENTS BY EMPLOYEE OR BENEFICIARY
[NOTE: Section VIII(3), concerning telephone exchange instructions, may be
selected ONLY if Section VIII(2) has been selected to permit Account
investment changes by directions given directly to the Custodian.]
Select Either [] (1) An Employee or the Employee's designated beneficiary or
(1) or (2); beneficiaries may change the investment medium of an
and, if (2) Account by directions given to the Plan Administrator in
is Selected such fashion and at such times as provided in Article IV,
and, if Part F of the Xxxxxxx 403(b) Agreement.
Desired,
Select (3) [] (2) An Employee or the Employee's designated beneficiary or
beneficiaries may change the investment medium of an
Account by directions given to the Custodian in such
fashion and at such times as provided in Article IV, Part
F of the Xxxxxxx 403(b) Agreement.
[] (3) The preceding sentence of this Section VIII to the
contrary notwithstanding, an Employee or the Employee's
designated beneficiary or beneficiaries is permitted to
change the investment medium of an Account, by
exchanging, by telephone, telegram or TWX instructions
given directly to the Custodian, shares in one Xxxxxxx
fund for shares of another Xxxxxxx fund for which
telephone exchange is available, unless the Employee
elects otherwise in Item 3C of the Xxxxxxx 403(b) Plan
Employee Application.
IX. WITHDRAWALS BY AN EMPLOYEE WHO HAS ATTAINED AGE 59 1/2
Withdrawals from an Account by an Employee who has attained age
59 1/2, subject to the provisions of Article VII, Part C(a) of
the Xxxxxxx 403(b) Agreement:
Select One [] (1) are permitted, except that such withdrawals are permitted
and Complete only if the Employee has attained another age if another
if Applicable age is indicated here: _________________________________
and if Desired (may not be less than age 59 1/2)
[] (2) are not permitted.
X. WITHDRAWALS BY AN EMPLOYEE IN CASE OF FINANCIAL HARDSHIP
Withdrawals from an Account by an Employee who encountered
financial hardship, subject to the provisions of Article VII,
Part C(b) of the Xxxxxxx 403(b) Agreement:
Select One [] (1) are permitted.
[] (2) are not permitted.
XI. DISTRIBUTION TO AN EMPLOYEE UPON SEPARATION FROM SERVICE
Distribution from an Account to an Employee, subject to the
provisions of Article IX, Part A(b) of the Xxxxxxx 403(b)
Agreement:
Select One [] (1) shall be made or shall commence upon the Employee's
separation from the service of the Employer if so
determined by the Employer in a uniform and
nondiscriminatory manner with respect to all Employees.
[] (2) shall be made or shall commence upon the Employee's
separation from the service of the Employer, if the
Employee so elects.
XII. DETERMINATION OF METHOD OF DISTRIBUTION OF BENEFITS TO AN EMPLOYEE
The method of distribution of benefits to an Employee from an
Account, subject to the provisions of Article IX, Part C of the
Xxxxxxx 403(b) Agreement:
Select One [] (1) shall be determined by the Employer.
[] (2) shall be determined by the Employee.
------------------------------------- -------------------------------------
Signature of Employer Printed name of Employer
------------------------------------- -------------------------------------
Date Date
9
Sample employer
adoption agreement
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The adoption agreement appearing below reflects one possible combination of
worksheet selections which an employer might choose.
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Employer Adoption Agreement
The undersigned Employer by completing this Employer Adoption Agreement and the
undersigned Custodian hereby establish a custodial account, under section
403(b)(7) of the Internal Revenue Code of 1954, as amended (the "Code"), as
follows. (For definition of terms, see Article 1 of the Xxxxxxx 403(b)
Agreement.)
I. NAME OF PLAN
The Name of the 403(b) Plan hereby adopted shall be The Sample Organization
403(b) Plan.
II. NORMAL RETIREMENT AGE
An Employee's Normal Retirement Age shall be 65.
III. EMPLOYER CONTRIBUTIONS BY SALARY REDUCTION AGREEMENT
Employer Contributions may be made in accordance with a Salary Reduction
Agreement, made between the Employer and Employee, described in Article
III, Part B of the Xxxxxxx 403(b) Agreement.
IV. MANDATORY CONTRIBUTIONS BY SALARY REDUCTION AGREEMENT
Mandatory Contributions are not required.
V. MATCHING THRIFT CONTRIBUTIONS
For each taxable year of the Employee with respect to which the Employee
has agreed with the Employer for Thrift Contributions to be made, in
accordance with a Salary Reduction Agreement between the Employer and the
Employee, to the Employee's Thrift Contribution Account in a total amount
not exceeding 6% of the Employee's Compensation for such taxable year of
the Employee, the Employer will make Employer Matching Thrift Contributions
directly to the Employee's Employer Matching Thrift Contribution Account in
a total amount to equal 50% of the total amount of the Employee's Thrift
Contributions for such taxable year of the Employee.
VI. EMPLOYEE CONTRIBUTIONS
A. Employee Non-deductible Voluntary Contributions:
Employee Non-deductible Voluntary Contributions, subject to the
provisions of Article III, Part A(e) of the Xxxxxxx 403(b) Agreement,
are permitted.
B. Employee Deductible Voluntary Contributions:
Employee Deductible Voluntary Contributions, subject to the provisions
of Article III, Part A(f) of the Xxxxxxx 403(b) Agreement, are
permitted.
VII. PERMITTED INVESTMENTS
Initial and subsequent contributions to an account, subject to the
provisions of Article IV of the Xxxxxxx 403(b) Agreement, are permitted in
stock of the following Regulated Investment Companies:
Xxxxxxx Fund
Government Money Fund
Income Fund
Capital Growth Fund
Common Stock Fund
VIII. PROCEDURES FOR CHANGE OF INVESTMENTS BY EMPLOYEE OR BENEFICIARY
An Employee or the Employee's designated beneficiary or beneficiaries may
change the investment medium of an Account by directions given to the Plan
Administrator in such fashion and at such times as provided in Article IV,
Part F of the Xxxxxxx 403(b) Agreement.
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10
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IX. WITHDRAWALS BY AN EMPLOYEE WHO HAS ATTAINED AGE 59 1/2
Withdrawals from an Account by an Employee who has attained age 50 1/2,
subject to the provisions of Article VII, Part C(a) of the Xxxxxxx 403(b)
Agreement are not permitted.
X. WITHDRAWALS BY AN EMPLOYEE IN CASE OF FINANCIAL HARDSHIP
Withdrawals from an Account by an Employee who has encountered financial
hardship, subject to the provisions of Article VII, Part C(b) of the
Xxxxxxx 403(b) Agreement are permitted.
XI. DISTRIBUTION TO AN EMPLOYEE UPON SEPARATION FROM SERVICE
Distribution from an Account to an Employee, subject to the provisions of
Article IX, Part A(b) of the Xxxxxxx 403(b) Agreement shall be made or
shall commence upon the Employee's separation from the service of the
Employer if so determined by the Employer in a uniform and
nondiscriminatory manner with respect to all Employees.
XII. DETERMINATION OF METHOD OF DISTRIBUTION OF BENEFITS
The method of distribution of benefits to an Employee from an Account,
subject to the provisions of Article IX, Part C of the Xxxxxxx 403(b)
Agreement shall be determined by the Employer.
XIII. ADOPTION OF AGREEMENT BY EMPLOYER AND CUSTODIAN
By this Employer Adoption Agreement, the Employer, duly qualified as an
organization described in section 403(b)(1)(A) of the Code, hereby agrees
with the Custodian, duly qualified as a bank described in Section 401(d)(1)
of the Code, to open a separate Custodial Investment Account (the
"Account"), for the benefit of each Employee of the Employer who signs a
Xxxxxxx 403(b) Plan Employee Application which is accepted by the
Custodian, pursuant to the Xxxxxxx 403(b) Agreement (the "Agreement")
hereby adopted by the Employer and the Custodian, and the Employer and the
Custodian further agree to the provisions contained in this Employer
Adoption Agreement.
STATE STREET BANK AND TRUST COMPANY
------------------------------------- By -------------------------------------
Signature of Employer Custodian
Sample Organization
------------------------------------- By -------------------------------------
Employer Date
Anytown, USA IMPORTANT: The Xxxxxxx 403(b) Agreement,
------------------------------------- including this Employer Adoption
Address of Employer Agreement, becomes effective upon the
date this Employer Adoption Agreement is
signed by the Employer and the
Custodian.
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11
Sample
Employee Application
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The employee application appearing below reflects the selections set forth
in the sample adoption agreement on pages 10-11.
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Employee Application
Return this form to:
Employee Benefits Dept.
1. NAME AND ADDRESS OF EMPLOYEE
Name ______________________________________________________________________
Address ___________________________________________________________________
City ___________________ State _______ Zip _______ Date of Birth __________
Social Security Number __________ Employee Identification Number __________
2. NAME AND ADDRESS OF EMPLOYER
Name ______________________________________________________________________
Address ___________________________________________________________________
City ____________________________ State _______________ Zip _______________
Employer Group Number ______________ Tax Identification Number ____________
3. INVESTMENT INSTRUCTIONS BY EMPLOYEE
A.Initial contribution to come X.Xxxx selection for initial
from (check one): contribution listed in
[] Employer check for Item 3A and for subsequent
$____________________ contributions (make your
or Fund selection below,
[] transfer or rollover choosing only among the
check from existing Funds which are permitted
plan for investment under
for $________________ Section VII of the Xxxxxxx
403(b) Plan Employer
Adoption Agreement)
Amount
$ %
Xxxxxxx Fund ---------- ---------
[] Government Money Fund __________ or _________
[] Income Fund __________ or _________
[] Capital Growth Fund __________ or _________
[] Common Stock Fund __________ or _________
Total 100%
---------- ---------
(amount
from 3A)
4. DESIGNATION OF BENEFICIARY BY EMPLOYEE (see form on reverse side of this
page)
[] If this box is checked, I have completed the Designation of
Beneficiary form on the reverse side.
5. ADOPTION OF AGREEMENT BY EMPLOYEE
By this Employee Application, I hereby agree to the establishment of a
separate Custodial Investment Account (the "Account") for my benefit,
pursuant to the Xxxxxxx 403(b) Agreement (the "Agreement") adopted by my
Employer and by State Street Bank and Trust Company as Custodian and hereby
adopted by me, and I hereby agree to the terms and conditions of that
Agreement and the completed Employer Adoption Agreement therefor, and to
the provisions contained above in this Employee Application. I also
acknowledge receipt of the prospectus for each Fund selected by me.
---------------------------------- ----------------------------------
Date Signature of Employee
IMPORTANT: Once acknowledgment of the receipt of this Employee Application
has been mailed by the Custodian to the Employee, this Employee Application
shall be deemed accepted by the Custodian, and, therefore, effective, as of
the date this Employee Application was signed by the Employee.
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12
Sample designation
of beneficiary form
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The designation of beneficiary form appearing below reflects the worksheet
selections made by a sample employer. Normally this form would be printed on
the reverse side of the employee application form.
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Designation of Beneficiary Form
IMPORTANT INFORMATION
Before executing this Designation form you may wish to consult an attorney
or tax advisor to determine whether use of the form, or another written
instrument acceptable to the Custodian, will accomplish your goals. Please also
review the applicable provisions of the Agreement. This form may be used as a
Designation form. It is effective if filed with the Custodian, State Street
Bank and Trust Company, during your lifetime.
This Designation form is for your use, if desired, in naming the
Beneficiary or Beneficiaries who are to receive the amounts in your Account at
your death; also, if desired, in electing the method of distribution of such
amounts; and, also, if desired, in permitting your designated Beneficiary or
Beneficiaries to change the method of distribution to such Beneficiary or
Beneficiaries. The Agreement (in Article IX, Part D) contains provisions which
govern as to death benefits if no surviving Beneficiary is designated by you, or
if no method of distribution is elected by you, in a valid Designation form.
You should, if desired, complete, date and sign this Designation form and
forward it to State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, XX
00000. We suggest you retain a copy for your records and review it
periodically. Additional copies can be obtained from any office of Xxxxxxx Fund
Distributors, Inc.
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Designation of Beneficiary and Election of Method of Distribution
(under Article II, Part C, and Article IX, Part D, of Agreement).
Print Name of Employee: ________________________________________________________
Print Name of Employer: ________________________________________________________
Upon my death, the following person or persons shall receive the undistributed
amount in my Account under Article IX, Part D, of the Agreement. If a
Beneficiary or Beneficiaries fail to survive me, their interests shall lapse and
the surviving Beneficiaries shall take such interest proportionately. If more
than one named Beneficiary shall survive me, such Beneficiaries shall receive
equal portions unless otherwise indicated by me below. All previous Designation
forms of any kind of mine are hereby revoked. I reserve the right to change
this Designation form by executing a new Designation form or other written
instrument acceptable to the Custodian and filing it with the Custodian during
my lifetime.
Beneficiary: __________________________ Social Security Number _________________
(%)
Beneficiary: __________________________ Social Security Number _________________
(%)
Address of each Beneficiary specifically named above:
________________________________________________________________________________
The undistributed amount in my Account under Article IX, Part D of the Agreement
shall be paid to the appropriate Beneficiary or Beneficiaries in one of the
following methods (if desired, check and, where applicable, complete one -- the
selected method of distribution must be acceptable to the Custodian):
[] 1. _____ monthly installments consisting of the dollar value of
the Account divided by the remaining number of monthly
installments.
[] 2. _____ annual installments consisting of the dollar value of
the Account divided by the remaining number of annual
installments.
[] 3. A single lump sum.
Any undistributed balance in the Account which becomes payable to an estate of a
deceased Beneficiary shall be paid, as soon as practical, in a lump sum to such
estate, unless a valid direction as to a method of distribution to such estate
is made in accordance with Article IX, Part D, and Article II, Part C, of the
Agreement.
Option Right Of Beneficiary To Change Method Of Distribution
[] Check if this option is desired.
I agree that my designated Beneficiary or Beneficiaries surviving me may direct
the Custodian in writing (by unanimous agreement if there is more than one
Beneficiary) to change the method of distribution to such Beneficiary or
Beneficiaries (that is, the method either selected in my Designation or provided
for in Article IX, Part D, of the Agreement, as the case may be), but only
within sixty (60) days after the day on which such Beneficiary or Beneficiaries
first became entitled to any distribution from the Account and only if such
change is acceptable to the Custodian.
Date: _______________________ Signature of Employee: _______________________
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13
Sample salary
reduction agreement
--------------------------------------------------------------------------------
This sample salary reduction agreement may be used with the Xxxxxxx
Employer-Select 403(b) plan. It contains language suitable for each eligible
contribution type. An Employer may reproduce the agreement using the portions
relevant to the options selected on the worksheet or may substitute its own
salary reduction agreement which is consistent with the plan.
--------------------------------------------------------------------------------
Salary Reduction Agreement Return this form to:
Employee Benefits Dept.
Check one:
() This is an original Salary Reduction Agreement
() This is a subsequent Salary Reduction Agreement.
By this Salary Reduction Agreement, made between
_____________________________ and ___________________________, the Employer
(insert name of Employer) (insert name of Employee)
and the Employee hereby make the following agreement as to the adjustment of the
Employee's Compensation.
1. As of the ______________________________________ payroll period ending
(weekly, monthly, semi-monthly, etc.)
on _________________________________________________ the Employee's Compensation
(date)
(the first day of this period must be after the effective date of this Salary
Reduction Agreement)
shall be reduced by the Employer for each such payroll period by the amount(s)
or by the percentage(s) selected below in subparagraphs (a) or (b) and (c), or
by the amount or by the percentage selected below in subparagraph (d), as the
case may be (if more than one selection is made, all selections must be made in
the same manner, that is, either by selecting an amount or by selecting a
percentage; if neither Mandatory nor Thrift Contributions are selected below in
subparagraph (a) or subparagraph (b), then only subparagraph (d) may be
completed):
(a) Mandatory Contributions (Complete only if (1) Mandatory Contributions
are provided for under Section IV of the Xxxxxxx 403(b) Plan Employer
Adoption Agreement ["the Adoption Agreement"], (2) Mandatory
Contributions are desired by the Employee, and (3) Thrift
Contributions are not selected below in subparagraph (b).)
The Employee's Compensation shall be reduced by the Employer for each
such payroll period by $____________ or by ____________%, and the
amount of each such reduction shall be treated, under the Xxxxxxx
403(b) Agreement adopted by the Employer, the Custodian, and the
Employee (the "Xxxxxxx 403(b) Agreement"), as a Mandatory Contribution
made to the Employee's Mandatory Contribution Account.
(b) Thrift Contributions (Complete only if (1) Thrift Contributions are
permitted under Section V of the Adoption Agreement, (2) Thrift
Contributions are desired by the Employee, and (3) Mandatory
Contributions are not selection above in subparagraph (a).)
The Employee's Compensation shall be reduced by the Employer for each
such payroll period by $____________ or by ____________%, and the
amount of each such reduction shall be treated under the Xxxxxxx
403(b) Agreement as a Thrift Contribution made to the Employee's
Thrift Contribution Account.
(c) Contributions in Addition to Mandatory or Thrift Contributions
(Complete only if (1) either Mandatory Contributions or Thrift
Contributions are selected above, in either subparagraph (a) or
subparagraph (b), and (2) additional Contributions are desired by the
Employee.)
In addition to the reduction of Compensation provided for above under
either subparagraph (a) or subparagraph (b), the Employee's
Compensation shall be reduced by the Employer for each such payroll
period by $____________ or by ____________%, and the amount of each
such reduction shall be treated under the Xxxxxxx 403(b) Agreement as
a Contribution made to the Employee's Employer Contribution Account.
(d) Other Contributions (Complete only if (1) neither Mandatory
Contributions nor Thrift Contributions are selected above in either
subparagraph (a) or subparagraph (b) and (2) Contributions by means of
a Salary Reduction Agreement are desired by the Employee.)
The Employee's Compensation shall be reduced by the Employer for each
such payroll period by $____________ or by ____________%, and the
amount of each such reduction shall be treated under the Xxxxxxx
403(b) Agreement as a Contribution made by means of a Salary Reduction
Agreement to the Employee's Employer Contribution Account.
2. The amount(s) of such reduction(s) shall be transmitted by the
Employer to State Street Bank and Trust Company as Custodian under the Xxxxxxx
403(b) Agreement to be held in a separate Custodial Investment Account for the
benefit of the Employee pursuant to the terms and conditions of the Xxxxxxx
403(b) Agreement.
3. This Salary Reduction Agreement shall be irrevocable as to both the
Employer and the Employee except that either of them may terminate this Salary
Reduction Agreement as of the end of any pay period so that it will not apply to
Compensation subsequently earned. Subject to the preceding sentence, the
Employee may change tis agreement as to the adjustment of the Employee's
Compensation by the execution of a subsequent written Salary Reduction Agreement
between the Employer and the Employee, but such change may be made no more than
once in each taxable year of the Employee.
4. If Section V of the Employer Adoption Agreement provides for a written
formula to be used with respect to Employer Matching Thrift Contributions, the
Employee acknowledges having received and read a copy of that formula.
5. The Employee is responsible for determining that the total amount of
the salary reduction or reductions in Paragraph I above does not exceed the
Employee's "exclusion allowance" as defined in section 403(b)(2) of the Internal
Revenue Code of 1954, as amended (the "Code"), and for determining the
applicable limitation(s) on Contributions under section 415 of the Code, all as
provided in Article III, Part C of the Xxxxxxx 403(b) Agreement.
___________________________________ ___________________________________
Signature of Employer Signature of Employee
___________________________________ IMPORTANT: This Salary Reduction
Date Agreement becomes effective upon the
date it is signed by the Employer and
the Employee. Such signature date must
be a date which is on or after the date
upon which the Employee signs the
Xxxxxxx 403(b) Plan Employee
Application.
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14
Xxxxxxx 403(b) Agreement
--------------------------------------------------------------------------------
INTRODUCTION
This Xxxxxxx 403(b) Agreement (the "Agreement") is entered into by and
among (i) each employer who executes a Xxxxxxx 403(b) Plan Employer Adoption
Agreement (the "Employer") and thereby certifies that the Employer is duly
qualified as an organization described in section 403(b)(1)(A) of the Internal
Revenue Code of 1954, as amended (the "Code"), (ii) the Custodian which executes
a Xxxxxxx 403(b) Plan Employer Adoption Agreement and thereby certifies that it
is duly qualified as a bank described in section 401(d)(1) of the Code (the
"Custodian"), and (iii) each employee who is eligible to participate in this
Agreement and who executes a Xxxxxxx 403(b) Plan Employee Application which is
accepted by the Custodian (the "Employee") and thereby certifies that the
Employee is an employee of the Employer. Any person employed by the Employer is
eligible to participate in this Agreement unless the Employer specifies in a
writing pertaining to eligibility, a copy of which writing is attached to the
Xxxxxxx 403(b) Plan Employer Adoption Agreement prior to execution thereof by
the Employer and the Custodian, that only Employees of a certain class or
classes are eligible to participate in this Agreement, in which event only such
Employees shall be eligible to participate in this Agreement. This Agreement,
including the Xxxxxxx 403(b) Plan Employer Adoption Agreement, becomes effective
upon the date such Employer Adoption Agreement is properly executed by the
Employer and the Custodian. Once acknowledgment of the receipt of the Xxxxxxx
403(b) Plan Employee Application has been mailed by the Custodian to the
Employee, such Employee Application shall be deemed accepted by the Custodian,
and, therefore, effective, as of the date such Employee Application was executed
by the Employee.
ARTICLE I. DEFINITIONS
A. Act means the Employee Retirement Income Security Act of 1974, as
amended.
B. Administrator or Plan Administrator means the person or persons
appointed under Article X, Part A.
C. Agreement or Xxxxxxx 403(b) Agreements means this document,
incorporating by reference the Xxxxxxx 403(b) Plan Employer Adoption Agreement,
the Xxxxxxx 403(b) Plan Employee Application, the Designation of Beneficiary,
the Salary Reduction Agreement, if Section V of the Employer Adoption Agreement
provides for a written formula to be used with respect to Employer Matching
Thrift Contributions any such written formula which is attached to the Employer
Adoption Agreement as required by said Section V thereof, and, if a writing
pertaining to eligibility is attached to the Employer Adoption Agreement under
the provisions of Section XIII thereof, any such writing pertaining to
eligibility.
D. Code means the Internal Revenue Code of 1954, as amended. Reference
to a section of the Code shall include any comparable section or sections of
future legislation amending, supplementing, or superseding such section.
E. Compensation means, unless provided otherwise in a separate written
agreement between the Employer and the Employee, the total amount for services
received by the Employee from the Employer for the taxable year or portion
thereof involved which is includible in the gross income of the Employee,
including, without limitation, basic salary or wages, bonuses, commissions, and
overtime payments, without regard to any adjustment in compensation provided for
under the Agreement.
F. Contribution means the amount to be transmitted to the Custodian for
addition to the Employee's Custodial Investment Account.
G. Custodial Investment Account or Account means the cash and securities
held by the Custodian for the benefit of an Employee pursuant to this Agreement,
which shall be the sum of the Employee's Employer Contribution Account, Employer
Matching Thrift Contribution Account, Thrift Contribution Account, Mandatory
Contribution Account, Employee Non-deductible Voluntary Contribution Account,
Employee Deductible Voluntary Contribution Account, and Rollover Contribution
Account.
H. Custodian means the bank or any successor thereto, set forth in the
Xxxxxxx 403(b) Employer Adoption Agreement.
I. Designation of Beneficiary or Designation means the document executed
by the Employee pursuant to Article II, Part X.
X. Employee means each person employed by the Employer who is eligible to
participate in this Agreement and who has properly executed an Employee
Application.
K. Employee Application or Xxxxxxx 403(b) Plan Employee Application means
the document executed by the Employee pursuant to Article II, Part A.
L. Employee Non-deductible Voluntary Contributions means the
Contributions made to the Custodial Investment Account by the Employee in
accordance with Article III, Part A(e). These after-tax Contributions are
intended not to be "qualified voluntary employee contributions" within the
meaning of Code Section 219(e)(2).
M. Employee Non-deductible Voluntary Contribution Account means the
separate account maintained pursuant to Article II, Part B for Employee Non-
deductible Voluntary Contributions made by the Employee and the income,
expenses, gains, and losses attributable thereto.
N. Employee Deductible Voluntary Contributions means the Contributions
made to the Custodial Investment Account by the Employee in accordance with
Article III, Part A(f). Such Contributions are intended to be "qualified
voluntary employee contributions" within the meaning of Code Section 219(e)(2).
O. Employee Deductible Voluntary Contribution Account means the separate
Account maintained pursuant to Article II. Part B for Employee Deductible
Voluntary Contributions made by the Employee and the income, expenses, gains,
and losses attributable thereto.
P. Employer means the organization, state, political subdivision of a
state, or agency or instrumentality of such state or political subdivision named
in the Employer Adoption Agreement.
Q. Employer Adoption Agreement or Xxxxxxx 403(b) Plan Employer Adoption
Agreement means the agreement executed by the Employer and the Custodian
providing for the establishment of the Custodial Investment Account in
accordance with the terms and conditions of this Agreement.
R. Employer Contributions means the Contributions made to the Custodial
Investment Account in accordance with Article III, Part A(a).
S. Employer Contribution Account means the separate Account maintained
pursuant to Article II, Part B for Employer Contributions made and the income,
expenses, gains, and losses attributable thereto.
T. Employer Matching Thrift Contributions means the Contributions made to
the Custodial Investment Account by the Employer in accordance with Article III,
Part A(b).
U. Employer Matching Thrift Contribution Account means the separate
Account maintained pursuant to Article II, Part B for Employer Matching Thrift
Contributions made by the Employer and the income, expenses, gains, and losses
attributable thereto.
V. Mandatory Contributions means the Contributions made to the Custodial
Investment Account by the Employer in accordance with Article III, Part A(d).
W. Mandatory Contribution Account means the separate Account maintained
pursuant to Article II, Part B for Mandatory Contributions made and the income,
expenses, gains, and losses attributable thereto.
X. Normal Retirement Age means age 65 unless another age is properly
indicated by the Employer in Section II of the Employer Adoption Agreement, or,
if the Employee is permitted by the Employer by Section II of the Employer
Adoption Agreement to indicate another age, unless another age is properly
indicated by the Employee in the Employee Application. In any event, Normal
Retirement Age cannot be less than 59 1/2.
Y. Plan means the Agreement, the Employer Adoption Agreement, the
Employee Application, the Designation of Beneficiary, the Salary Reduction
Agreement, if Section V of the Employer Adoption Agreement provides for a
written formula to be used with respect to Employer Match Thrift Contributions,
any such written formula which is attached to the Employer Adoption Agreement as
required by said Section V thereof, and, if a writing pertaining to eligibility
is attached to the Employer Adoption Agreement under the provisions of Section
XIII thereof, any such writing pertaining to eligibility.
Z. Regulated Investment Company or Company means a domestic corporation
which is a regulated investment company within the meaning of Section 851(a) of
the Code and which issues only redeemable stock for which Xxxxxxx, Xxxxxxx &
Xxxxx (or its successor) is acting as the investment adviser and which has been
designated by Xxxxxxx Fund Distributors, Inc. (or its successor) as appropriate
for investment hereunder.
AA. Rollover Contributions means the Contributions made to the Custodial
Investment Account by the Employee in accordance with Article III, Part D(b).
BB. Rollover Contribution Account means the separate Account maintained
pursuant to Article II, Part B for Rollover Contributions made by the Employee
and the income, expenses, gains, and losses attributable thereto.
CC. Salary Reduction Agreement or Xxxxxxx 403(b) Plan Salary Reduction
Agreement means the document executed by the Employer and the Employee and
referred to in Article III, Part B.
DD. Thrift Contributions means the Contributions made to the Custodial
Investment Account in accordance with Article III, Part A(c).
15
--------------------------------------------------------------------------------
EE. Thrift Contribution Account means the separate Account maintained
pursuant to Article II, Part B for Thrift Contributions made and the income,
expenses, gains, and losses attributable thereto.
ARTICLE II. ESTABLISHMENT OF CUSTODIAL INVESTMENT ACCOUNTS
A. Request for participation. Each Employee who is eligible to
participate in this Agreement and properly executes an Employee Application
which is accepted by the Custodian thereby becomes a party to this Agreement
with the right to enforce its terms against any other party. Such executed
Employee Application is hereby specifically incorporated herein by reference.
An Employee Application is properly executed when completed and signed by the
Employee. The Custodian may rely on the validity of the signature thereon, on
the existence of the employment relation thereby affirmed, and on the
irrevocable subscription to the provisions of this Agreement therein contained.
B. Opening and administration of Account. The Custodian shall open a
separate Custodial Investment Account (the "Account") for the benefit of each
Employee whose Employee Application has been accepted by the Custodian. The
Account shall be maintained pursuant to the terms of this Agreement, including
the documents incorporated herein by reference. For each Employee, the
Custodian shall maintain a separate Account for each of the following types of
Contributions and the income, expenses, gains, and losses attributable thereto:
(a) Employer Contributions, involving, without limitation, the
following: (1) those types of Employer Contributions made in accordance with a
separate Salary Reduction Agreement made between the Employer and the Employee,
including, without limitation, Contributions exceeding the amount of Mandatory
Contributions made, or exceeding the amount of Thrift Contributions made, and
which are neither Employee Non-deductible Voluntary Contributions nor Employee
Deductible Voluntary Contributions; and (2) those types of Employer
Contributions made by the Employer directly to the Employee's Account,
including, without limitation, Employer Contributions made for Employees who
have made Mandatory Contributions, Employer Contributions made in addition to
Employer Matching Thrift Contributions, and Employer Contributions made in
addition to any made in accordance with a Salary Reduction Agreement. The
various types of Employer Contributions may be accounted for in separate sub-
accounts by the Custodian;
(b) Employer Matching Thrift Contributions, if such Contributions are
required by Section V of the Employer Adoption Agreement;
(c) Thrift Contributions, if such Contributions are permitted by
Section V of the Employer Adoption Agreement;
(d) Mandatory Contributions, if such Contributions are provided for
by Section IV of the Employer Adoption Agreement;
(e) Employee Non-deductible Voluntary Contributions, if such
Contributions are permitted by Section VI-A of the Employer Adoption Agreement;
(f) Employee Deductible Voluntary Contributions, if such
Contributions are permitted by Section VI-B of the Employer Adoption Agreement;
and
(g) Rollover Contributions, if the Custodian accepts such
Contributions pursuant to Article III, Part D(b).
Each Contribution shall be accompanied or preceded by clear
instructions specifying the Account to which it is to be credited. If such
clear instructions are not received by the Custodian, the Custodian may hold
such Contributions in a separate suspense account until it receives the proper
clear instructions. Such suspense account may be invested or left uninvested by
the Custodian as it deems fit.
C. Employee's Designation of Beneficiary. Each Employee may submit to
the Custodian a properly executed Employee's Designation of Beneficiary form or
other written instrument acceptable to the Custodian for use in connection with
this Agreement (which is referred to hereinafter interchangeably as a
"Designation") which shall not become effective until it is filed with the
Custodian during the lifetime of the Employee. The last effective Designation
accepted by the Custodian shall be controlling, and whether or not fully
dispositive of the Account, thereupon shall revoke all other such Designations
previously filed by the Employee. Each such executed Designation is hereby
specifically incorporated herein by reference and shall be construed, enforced
and administered according to the laws of the state in which the home office of
the Custodian is located.
ARTICLE III. CONTRIBUTIONS
A. Types of Contributions
(a) Employer Contributions. The Employer may make Employer
Contributions in cash to be held by the Custodian in a separate Employer
Contribution Account for the benefit of the Employee.
Such Employer Contributions may be made by the Employer to the
Employer Contribution Account in accordance with a separate Salary Reduction
Agreement made between the Employer and the Employee, if Employer Contributions
by means of a Salary Reduction Agreement are permitted by Section III of the
Employer Adoption Agreement. Such Employer Contributions made by means of a
Salary Reduction Agreement may include, without limitation, contributions which
exceed the amount of Mandatory Contributions made (if Mandatory Contributions
are provided for by Section IV of the Employer Adoption Agreement), or which
exceed the amount of the Thrift Contributions made (if Thrift Contributions are
permitted by Section V of the Employer Adoption Agreement) and which are neither
Employee Non-deductible Voluntary Contributions nor Employee Deductible
Voluntary Contributions.
Such Employer Contributions may also be made by the Employer directly
to the Employer Contribution Account and they may include, without limitation,
the following: Employer Contributions made for Employees who have made Mandatory
Contributions (if Mandatory Contributions are provided for by Section IV of the
Employer Adoption Agreement); Employer Contributions made in addition to
Employer Matching Thrift Contributions (if Employer Matching Thrift
Contributions are permitted by Section V of the Employer Adoption Agreement);
and Employer Contributions made in addition to any Contributions made in
accordance with a Salary Reduction Agreement made between the Employer and the
Employee.
(b) Employer Matching Thrift Contributions. If Employer Matching
Thrift Contributions are required by Section V of the Employer Adoption
Agreement, the Employer shall make to the Employee's Account the Employer
Matching Thrift Contributions required by that Section, including, without
limitation, if Section V of the Employer Adoption Agreement provides for a
written formula to be used with respect to Employer matching Thrift
Contributions, such Matching Thrift Contributions made in accordance with such
written formula. All Employer Matching Thrift Contributions shall be maintained
in the Employee's Employer Matching Thrift Contribution Account pursuant to
Article II, Part B.
(c) Thrift Contributions. If Thrift Contributions are permitted by
Section V of the Employer Adoption Agreement, they may be made to the Employee's
Account. All Thrift Contributions shall be maintained in the Employee's Thrift
Contribution Account pursuant to Article II, Part B.
(d) Mandatory Contributions. If Mandatory Contributions are provided
for by Section IV of the Employer Adoption Agreement, they may be made to the
Employee's Account. All Mandatory Contributions shall be maintained in the
Employee's Mandatory Contribution Account pursuant to Article II, Part B.
(e) Employee Non-deductible Voluntary Contributions. If Employee Non-
deductible Voluntary Contributions are permitted by Section VI-A of the Employer
Adoption Agreement, an Employee may make Employee Non-deductible Voluntary
Contributions to the Employee's Account; provided, however, that the aggregate
amount of such Employee Non-deductible Voluntary Contributions, plus any Non-
deductible Voluntary Contributions made by the Employee under any other plan
maintained by the Employer and intended to meet the requirements of Code section
401, shall not exceed ten percent (10%) of the Employee's total Compensation for
the period in which the Employee has been a party to this Agreement and,
therefore, a covered participant in this Plan. An Employee's Employee Non-
deductible Voluntary Contributions shall be maintained in the Employee's
Employee Non-deductible Voluntary Contribution Account pursuant to Article II,
Part B. An Employee may withdraw all or a portion of the Employee's Employee
Non-deductible Voluntary Contribution Account (but not including any earnings
thereon) upon at least thirty (30) days' written notice to the Custodian.
(f) Employee Deductible Voluntary Contributions. If Employee
Deductible Voluntary Contributions are permitted by Section VI-B of the Employer
Adoption Agreement, an Employee may make Employee Deductible Voluntary
Contributions to the Employee's Account; provided, however that with respect to
each taxable year of the Employee, the aggregate amount of such Employee
Deductible Voluntary Contributions, plus any other "qualified retirement
contributions" as that term is defined in Code section 219(e)(1) made by the
Employee, shall not exceed the lesser of $2,000 or 100% of the Employee's total
Compensation includible in the Employee's gross income for such taxable year (or
such higher limitation as permitted under Code section 219). An Employee's
Employee Deductible Voluntary Contributions shall be maintained in the
Employee's Employee Deductible Voluntary Contribution Account pursuant to
Article II, Part B. An Employee may withdraw all or a portion of his Employee
Deductible Voluntary Contribution Account (including the earnings thereon) upon
at least thirty (30) days' written notice to the Custodian. All such Employee
Deductible Voluntary Contributions received by the Custodian under this
Agreement shall be held and administered by it in accordance with all applicable
law with respect to "qualified voluntary employee contributions" as that
16
--------------------------------------------------------------------------------
term is defined in Code Section 219(e)(2) including, without limitation, any law
with respect to the redesignation thereof as non-deductible contributions in
connection with any withdrawal thereof by the Employee from the Employee's
Employee Deductible Voluntary Contribution Account.
B. Salary Reduction Agreements. If Employer Contributions by means of a
Salary Reduction Agreement are permitted by Section III of the Employer Adoption
Agreement, Employer Contributions may be made in accordance with a separate
written Salary Reduction Agreement made between the Employer and the Employee
providing for an adjustment of the Employee's Compensation and for transmittal
of the resultant Employer Contribution to the Custodian, which such Salary
Reduction Agreement shall become effective upon the date it is signed by the
Employer and the Employee. Such Salary Reduction Agreement may provide for an
adjustment of the Employee's Compensation with respect to either Mandatory
Contributions (if Mandatory Contributions are provided for by Section IV of the
Employer Adoption Agreement) or Thrift Contributions (if Thrift Contributions
are permitted by Section V of the Employer Adoption Agreement) and/or other
Contributions which the Employee may wish to have made by means of the Salary
Reduction Agreement.
Each such Salary Reduction Agreement between the Employer and the Employee
as to the adjustment of the Employee's Compensation shall be effective only as
to amounts earned by the Employee after such Salary Reduction Agreement becomes
effective. Each such Salary Reduction Agreement between the Employer and the
Employee as to the adjustment of the Employee's Compensation shall be
irrevocable as to both the Employer and the Employee except that either of them
may terminate such Salary Reduction Agreement as of the end of any payroll
period so that it will not apply to Compensation subsequently earned. Subject
to the immediately preceding sentence, the Employee may, in the manner provided
for in subpart (a) of Part B of Article VIII, change such Salary Reduction
Agreement between the Employer and the Employee as to the adjustment of the
Employee's Compensation, but such change may be made no more than once in each
taxable year of the Employee.
C. Transmittal of Contributions and Employee's responsibility regarding
Contributions. All Contributions shall be transmitted to the Custodian. The
Employee shall be responsible for the computation and the proper making of
Employee Contributions provided for under the terms of the Plan including, if
desired, Mandatory Contributions, Thrift Contributions, Employee Non-deductible
Contributions, and Employee Deductible Voluntary Contributions. The Employee
shall be responsible for computing the maximum amount that may be contributed on
the Employee's behalf for each tax year in accordance with the Employee's
"exclusion allowance" as that term is defined in section 403(b)(2) of the Code.
The Employee shall determine the applicable limitation(s) on Contributions under
section 415 of the Code, and the Employee shall have the right to make any of
the elections provided under said section 415. Such computations and
determinations shall be made at least annually, and the Employee shall
communicate the results to the Employer no later than thirty (30) days before
the last day on which the Employee can execute a new Salary Reduction Agreement
with the Employer for the taxable year without violating the pertinent rules and
regulations promulgated by the Treasury Department. Neither the Custodian,
Xxxxxxx Fund Distributors, Inc., any Regulated Investment Company, nor the
Employer shall have any obligation to verify the correctness of the Employee's
computations with respect to Contributions or the correctness of the Employee's
computation of the Employee's exclusion allowance or limitations on
Contributions under section 415 of the Code or any responsibility with respect
to any election available to the Employee under said section 415 or any matters
relating to any tax consequences with respect to any Contributions made to the
Custodial Account for the benefit of the Employee, including, without
limitation, the identification and correction of an "excess contribution" as
that term is defined in section 4973 of the Code, all of which foregoing matters
shall be solely the responsibility of the Employee.
D. Transfers and rollovers.
(a) Transfers from and to other Accounts. The Employer or the
Employee may cause the transfer of assets acceptable to the Custodian and
available from an existing custodial account qualified under section 403(b)(7)
of the Code and/or from an existing annuity contract qualified under section
403(b) of the Code to the Employee's Custodial Investment Account. Once
transferred into the Employee's Custodial Investment Account, such assets shall
be treated as a Contribution for purposes of this Agreement and shall be
invested, distributed and otherwise dealt with as such. The Employer or the
Employee may cause the transfer of assets agreed to by the Custodian from the
Employee's Custodial Investment Account to a custodial account established under
section 403(b)(7) of the Code and/or to an annuity qualified under section
403(b) of the Code.
(b) Rollover Contributions. The Custodian may in its discretion
accept contributions in the form of assets acceptable to the Custodian received
from an annuity contract or a custodial account described in section 401(b) of
the Code, an individual retirement account described in section 408(a) of the
Code, and individual retirement annuity described in section 408(b) of the Code,
or a retirement bond described in section 409(a) of the Code, provided that such
Contribution qualifies in all respects as a Rollover Contribution in accordance
with the requirements of section 403(b)(8), section 408(d)(3) or section
409(b)(3)(C) of the Code (including the requirement that no part of the amount
received from an individual retirement account, individual retirement annuity or
retirement bond be attributable to any source other than a rollover contribution
from any annuity contract or custodial account described in section 403(b) of
the Code) or other applicable provisions of the Code in effect from time to
time. Such rollover contribution shall be held by the Custodian in a separate
Rollover Account for the benefit of the Employee which consists only of such
rollover contributions and the earnings thereon. Once transferred into the
Employee's Custodial Account, such assets shall be treated as a Contribution for
purposes of this Agreement and shall be invested, distributed and otherwise
dealt with as such. The right is reserved to transfer the assets of the
Custodial Investment Account to another form of annuity contract or custodial
account described in section 403(b) of the Code or to an individual retirement
account, individual retirement annuity, or retirement bond plan established
pursuant to section 408 or 409 of the Code.
If permitted by Xxxxxxx Fund Distributors, Inc. in accordance with
applicable law, rollover contributions with respect to "qualified voluntary
employee contributions" as that term is defined in section 219(e)(2) of the Code
may be received under this Agreement with respect to taxable years beginning
after December 31, 1981, and such contributions shall thereafter be held and
administered hereunder by the Custodian in accordance with all applicable law
with respect to "accumulated deductible employee contributions" as that term is
defined in section 72(o)(5)(B) of the Code.
(c) Limitation of liabilities. Neither the Custodian nor Xxxxxxx
Fund Distributors, Inc. shall have any responsibility with respect to any
matters relating to the tax consequences with respect to any transfer or
rollover made under this part D of Article III.
ARTICLE IV. INVESTMENT
A. Purchase. The Custodian shall receive and, as soon as practical,
shall invest all Contributions in accordance with the investment instructions
which are then in effect for the Employee.
B. Registration and safekeeping. Any stock of a Regulated Investment
Company held under this Agreement shall be held by the Custodian. Such stock
may be registered in the name of the Custodian or its nominee, but the Custodian
need not require issuance of certificates for such stock.
C. Eligibility. The Custodian shall invest only in stock of a Regulated
Investment Company.
A Custodial Investment Account shall be limited to investment in stock of
one Regulated Investment Company, except that the investment may be divided
between the stock of more than one Regulated Investment Company if the value of
the stock of each Company in which an investment is being made is, upon
completion of the investment, equal to a minimum value established from time to
time by a designation by Xxxxxxx Fund Distributors, Inc. (including a
designation that there shall be no such minimum investment limitation).
If a Company in whose stock investments have been made is no longer
designated by Xxxxxxx Fund Distributors, Inc. as appropriate for investment
hereunder, Xxxxxxx Fund Distributors, Inc. shall advise the Employee for whose
Account the investments were made and shall give a current list of Companies
available for investment to the Employee or, if the Employer pursuant to Article
IV, Part G wishes to make the investment determination, to the Employer. If,
within 30 days of providing of such current list, the Employee, or the Employer
as the case may be, does not submit new investment instructions, the Employee's
investment in the deleted Company shall be changed to an investment for the
Employee's Account in stock of Xxxxxxx Cash Investment Trust or in stock of
another Regulated Investment Company or Companies designated by Xxxxxxx Fund
Distributors, Inc. and no additional investments shall be made in said deleted
Company.
D. Reports and voting of securities. The Custodian shall deliver to the
Employee or to the Employee's designated beneficiary all notices, reports,
prospectuses, financial statements, proxies and proxy-soliciting materials
received by it as to investments made for the Employee's Account. The Custodian
shall vote all shares only in accordance with the written instructions of the
Employee or the Employee's designated beneficiary. If the Employee desires to
attend a meeting at which securities held in his Account may be voted, the
Custodian shall furnish a proxy at the Employee's request.
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E. Dividends. All capital gain distributions and dividends received on
the stock of a Regulated Investment Company shall be reinvested in the stock of
that Regulated Investment Company. The Custodian shall elect to receive any
such distribution in the stock of the distributing Company whenever possible.
F. Change of investments. An Employee or his designated beneficiary or
beneficiaries who has (have) survived the Employee and to whom distributions are
being made (by unanimous agreement if there is more than one beneficiary) may
direct that the investment medium of the Account or any portion thereof be
changed to stock of another Regulated Investment Company or Companies which have
been selected by the Employer as permitted investments under Section VII of the
Employer Adoption Agreement. If the Employer determines in Section VIII of the
Employer Adoption Agreement that such changes in the investment medium of the
Account are to be made by such directions given to the Plan Administrator, such
directions shall be given in writing by the Employee or by the Employee's said
designated beneficiary or beneficiaries to the Administrator who shall instruct
the Custodian in writing as to any such directed changes, and any such
investment changes may be made at such times as are determined from time to time
by the Employer in a uniform and nondiscriminatory manner with respect to all
Employees. If the Employer determines in Section VIII of the Employer Adoption
Agreement that such changes in the investment medium of the Account are to be
made by such directions to be given directly to the Custodian, such directions
shall be given by the Employee or by the Employee's said designated beneficiary
or beneficiaries directly to the Custodian, either in writing or by any other
manner of direction designated from time to time by the Employer in a uniform
and nondiscriminatory manner with respect to all Employees, and such investment
changes may be made at any time or times. However, if Xxxxxxx Fund
Distributors, Inc. determines in its own judgment that there has been trading
within the Account, any Regulated Investment Company may refuse to sell its
shares to such Account. If the Employee's Account invested in stock of more
than one Regulated Investment Company, a separate account shall be kept with
respect to the stock of each such Company, and he or they may designate the
portion of any new Contribution, withdrawal, or change of investment which is to
be allocated to each such separate account. The provisions of this Part F of
Article IV are subject to the provisions of Part G of this Article IV.
G. Employer determinations as to investments. Anything in this Agreement
to the contrary notwithstanding, the Employer may, if permitted by Xxxxxxx Fund
Distributors, Inc., decide from time to time to make any or all determinations
with respect to the investment of an Employee's Account or any portion thereof
in stock of a Regulated Investment Company or Companies, including without
limitation determinations as to initial investments, subsequent investments, and
changes in the investment medium of an Account or portion thereof, as to the
frequency and manner of direction of any changes in the investment medium of an
Account or portion thereof, and as to whether the Employer or the Employee shall
make any determinations with respect to the investment of an Employee's Account
or any portion thereof. Any such determination by the Employer shall be
communicated by the Employer to the Employee, shall be made in a uniform and
nondiscriminatory manner with respect to all Employees, and shall be subject to
the further requirement that if Xxxxxxx Fund Distributors, Inc. determines in
its own judgment that there has been trading within an Account, any Regulated
Investment Company may refuse to sell its shares to such Account.
ARTICLE V. CUSTODIAN.
A. Duties. The Custodian shall:
(1) Receive Contributions transmitted by the Employer or the
Employee;
(2) Provide safekeeping for the securities and other assets in the
Custodial Investment Account;
(3) Collect income;
(4) Execute orders for purchase, sale or exchange of securities and
make settlement in accordance with general practice;
(5) Maintain records of all transactions in the Account;
(6) Transmit to each Employee, not less frequently than annually,
appropriate statements of the amount of the Custodian's compensation, if any,
charged to the Account;
(7) File with the Internal Revenue Service and/or any other
government agency such returns, reports, forms, and other information as may be
required of it as Custodian;
(8) Perform all other duties and services consistent with the
purposes and intentions of this Agreement. The Custodian may perform any of its
administrative duties through persons designated by the Custodian from time to
time, except that all assets in the Account shall be held by the Custodian; and
if State Street Bank and Trust Company is the Custodian, it intends initially to
delegate all such duties to Boston Financial Data Services, Inc., which is
partially owned by the Custodian's parent company; but no such delegation or
future change therein shall be considered as an amendment of this Agreement.
B. Cash requirements. If cash funds are required to pay taxes, fees, or
other expenses pursuant to Article VI or to make payments to the Employee or his
beneficiaries (other than withdrawals under Article VII, Part C), the Employee
shall instruct the Custodian in writing which Regulated Investment Company
shares shall be redeemed or sold if there is more than one account, unless the
item for which cash is required is clearly allocable to an investment in a
specific Regulated Investment Company. In the absence of such written
instructions, the Custodian shall exercise its own discretion. However, the
Custodian's fee, if any, for each Account within a Custodial Investment Account
shall be charged to such Account.
C. Limitation of liabilities and duties.
(1) The Custodian shall be fully protected in acting or omitting to
take any action in reliance upon any order or other direction believed by the
Custodian to be genuine and properly given.
(2) To the extent permitted by law, upon the expiration of a 30-day
period after providing to the Employee the statements required under Article V,
Part A(6), the Custodian shall be released and discharged from all liability to
the Employee or any third party as to the matters contained in such statement
unless the Employee files written objections with the Custodian within such 30-
day period.
(3) In no event shall the Custodian be under a fiduciary duty to the
Employee in regard to the selection of investments or be liable for any loss so
incurred.
(4) The Custodian shall have no responsibility to see to the initial
or continued qualification of the Custodial Investment Account under section
403(b)(7) of the Code.
(5) The Custodian shall not be obligated to determine the amount or
type of any contribution due or to collect any Contribution from the Employer.
(6) The Custodian shall not be held responsible for determining the
amount, character, or timing of any distribution to the Employee except as
provided in Article IX.
(7) The Custodian shall have no responsibility with respect to the
computation of the Employee's "exclusion allowance" as defined in section
403(b)(2) of the Code, any applicable limitation(s) on Contributions under
section 415 of the Code, any election available to the Employee under said
section 415, or any matters including the identification and correction of an
"excess contribution" as that term is defined in section 4973 of the Code, all
of which foregoing matters shall be solely the responsibility of the Employee.
(8) The Custodian shall not be required to carry out any instructions
not given in accordance with this Agreement and the various documents
incorporated herein by reference. If such instructions are not received as
required or if received, are in the opinion of the Custodian unclear, the
Custodian shall not be liable for loss of income or appreciation or depreciation
and shall not be liable for interest, pending receipt of written instructions or
other clarification. Furthermore, the Custodian assumes (and shall have) no
responsibility to make any distribution (or process a withdrawal) by order of
the Employer, the Employee or a Beneficiary unless and until the requisite
instructions specify the occasion for such action and the Custodian is furnished
with any and all applications, certificates, tax waivers, signature guarantees
and other documents (including proof of any legal representative's authority)
deemed necessary or advisable to the Custodian. The Custodian shall not be
responsible for complying with any instructions or acting in accordance with any
other documents which appear on their face to be genuine, or for refusing to
comply or so act if not satisfied to that effect, and assumes no further duty of
inquiry. The Custodian shall have no liability to the Employee (or the
Employee's beneficiary) for any tax penalty or other damages resulting from any
inadvertent failure by the Custodian to make a distribution under the Agreement.
(9) The Custodian shall not be liable (and assumes no responsibility)
for the collection of Contributions or the making or the deductibility of any
Contribution, or its purpose or propriety under this Agreement, or the purpose
or propriety of any distribution made pursuant to this Agreement, which matters
are the responsibility of the Employer and the Employee.
(10) The Custodian shall not be liable for interest on temporary cash
balances, if any, maintained in the Account.
(11) To the extent permitted by law, the Employee shall always fully
indemnify the Custodian and save it harmless from any and all liability
whatsoever which may arise either (i) in connection with this Agreement and
matters which it contemplates, except that which arises due to the Custodian's
negligence or willful misconduct, or (ii) with respect to making or failing to
make any distribution, other
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than for failure to make distribution in accordance with an order therefor which
is in full compliance with Article IX or Article VII, Part C or this Part C of
Article V. Except as required by law, the Custodian shall not be obligated or
expected to commence or defend any legal action or proceeding in connection with
this Agreement or such matters unless agreed upon by the Custodian and the
Employee, and unless fully indemnified for so doing to the Custodian's
satisfaction.
(12) The Employer assumes neither any responsibility nor any liability
for any acts or omissions of the Custodian hereunder.
D. Compensation. In consideration for its services hereunder, the
Custodian may be entitled to receive the fees specified in its then current fee
schedule for the services specified on the schedule. The Custodian may
substitute a revised fee schedule from time to time upon thirty (30) days'
written notice to the Employer or Employee. A Custodian may be entitled to such
reasonable additional fees as it may from time to time determine for additional
services required of it, if such additional services are not clearly defined on
the fee schedule.
E. Resignation and removal. The Custodian may resign by giving at least
30 days' written notice to the Employer. The Employer or Xxxxxxx Fund
Distributors, Inc. may remove the Custodian hereunder by giving at least 30
days' written notice to the Custodian. In each case, the Employer or Xxxxxxx
Fund Distributors, Inc. shall designate a successor custodian qualified under
section 403(b)(7) of the Code, which successor custodian shall accept such
appointment by a writing to be submitted to the Employer and the Custodian.
If, within 30 days after the giving of notice of resignation or removal,
neither the Employer nor Xxxxxxx Fund Distributors, Inc. designates a successor
custodian which accepts the appointment, this Agreement shall terminate, and all
assets in the Account shall be distributed in kind to the Employee, or in the
event of his death, to his designated beneficiary or beneficiaries subject to
the Custodian's right to reserve funds as provided in this Part E of Article V.
On the effective date of its resignation or removal, the Custodian shall
transfer to the designated successor the assets and records (or copies thereof)
of the Custodial Investment Accounts provided, however, that the Custodian may
retain whatever assets it deems necessary for payment of its fees, costs and
expenses, compensation, and any other liabilities which constitute a charge on
or against the assets of the Accounts or on or against the Custodian.
ARTICLE VI. FEES, TAXES, AND OTHER EXPENSES
A. Fees, taxes, and other expenses. Any income taxes or other taxes of
any kind whatsoever that may be levied or assessed upon or in respect of a
Custodial Investment Account created hereunder (including any transfer taxes
incurred in connection with the investment and reinvestment of the assets), and
all expenses, fees and administrative costs incurred by the Custodian in the
performance of its duties, including fees for legal services rendered to the
Custodian, and the compensation to the Custodian as determined under Article V,
Part D of this Agreement shall constitute a charge upon the assets of the
Custodial Investment Account and be paid from the assets held in such Account,
or (at the Custodian's option) be paid by the Employee.
ARTICLE VII. PROTECTION OF EMPLOYEE BENEFITS AND WITHDRAWALS BY EMPLOYEES
A. Non-forfeitable. At no time shall it be possible for any part of the
assets held by the Custodian in the Employee's Account be used for or diverted
to purposes other than for the exclusive benefit of the Employee. The
Employee's rights to or derived from all Contributions to the Custodian for
addition to the Employee's Account shall be non-forfeitable at all times after
such payments are made to the Custodian.
B. Non-alienable. Any right or benefit which shall be payable under the
terms of this Agreement shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any
attempt at such shall be void, and any such right or benefit shall not in any
way be subject to the debts, contracts, liabilities, engagements or torts of the
person who is entitled to such right or benefit, nor shall such right or benefit
be subject to attachment or legal process for or against such person, except as
provided in Part C of this Article VII and in subparts (e) and (f) of Part A of
Article III.
C. Employee withdrawals.
(a) If withdrawals from an Account by an Employee, pursuant to this
subpart (a) of this Part C of Article VII, are permitted by Section IX of the
Employer Adoption Agreement, then at any time or times prior to the completion
of distributions pursuant to Article IX, an Employee who has attained age 59
1/2, or who has attained the age indicated by the Employer in Section IX of the
Employer Adoption Agreement if an age other than 59 1/2 is so indicated by the
Employer, may withdraw amounts of cash from his Account, including the entire
balance thereof, if the Employee submits to the Custodian written proof
satisfactory to the Custodian of the attainment of such age and, also, written
instructions to the Custodian as to the amounts to be so withdrawn. If the
Employee makes any withdrawal at any time pursuant to the provisions of this
subpart (a) of this Part C of Article VII, no additional contributions may be
made to the Employee's Account for a period of one (1) year after such
withdrawal and the Employee may not participate in any other custodial account
for regulated investment company stock involving the Employer under section
403(b) of the Code for a period of one (1) year after such withdrawal.
(b) In addition to the foregoing, if withdrawals from an Account by
an Employee who has encountered financial hardship, pursuant to this subpart (b)
of this Part C of Article VII, are permitted by Section X of the Employer
Adoption Agreement, at any time or times prior to the completion of
distributions pursuant to Article IX, an Employee may withdraw amounts of cash
from the Employee's Account, including the entire balance thereof, if the
Employee encounters financial hardship, as determined in a uniform and
nondiscriminatory manner with respect to all Employees and in accordance with
applicable law, governmental regulations or rulings, by a person designated by
the Employer in accordance with applicable legal authority, and if the Employee
submits to the Custodian written proof satisfactory to the Custodian of such
determination of hardship and, also, written instructions to the Custodian as
the amounts to be so withdrawn.
(c) Any withdrawal made pursuant to the provisions of either subparts
(a) or (b) of this Part C may not be in kind but may only be in the cash
proceeds received by the Custodian from redemptions or sales of shares of the
Regulated Investment Companies held in the Employee's Account. If there is more
than one account, the Employee shall instruct the Custodian in writing as to
which Regulated Investment Company shares shall be redeemed or sold before any
distribution is made under either subparts (a) or (b) of this Part C of Article
VII.
ARTICLE VIII. AMENDMENT OR MODIFICATION
A. By Employer. This Agreement and/or the various documents incorporated
herein may be modified or amended by the Employer by delivering to the Employee
and to the Custodian a written copy of such modification or amendment signed by
the Employer.
B. By Employee. The Employee may modify this Agreement by making any of
the following changes:
(a) If Employer Contributions by means of a Salary Reduction
Agreement are permitted by Section III of the Employer Adoption Agreement, and
subject to other applicable provisions of Part B of Article III, then no more
than once in each taxable year of the Employee, the Employee may change the
Salary Reduction Agreement between the Employer and the Employee as to the
adjustment of the Employee's Compensation by the execution of a subsequent
written Salary Reduction Agreement between the Employer and the Employee;
(b) The Employee may change investments pursuant to Article IV, Part
F; or
(c) The Employee may change the Employee's designated beneficiary or
beneficiaries by submitting to the Custodian at any time a revised Designation
of Beneficiary pursuant to Article II, Part C.
C. By Xxxxxxx Fund Distributors, Inc. The Employer hereby delegates
authority to Xxxxxxx Fund Distributors, Inc. to modify or amend this Agreement
and/or various documents incorporated herein, including authority to adopt a
prototype or master plan (if one becomes available) for investment in shares of
Regulated Investment Companies, and the Employer shall be deemed to have
consented to any such modification or amendment. Xxxxxxx Fund Distributors,
Inc. shall provide copies of such modification or amendment to the Employer or
the Employee, and the Custodian. However, Xxxxxxx Fund Distributors, Inc. has
no affirmative obligation to amend any of the foregoing documents pursuant to
this portion of the Agreement.
D. Limitations. Notwithstanding the powers granted in Parts A, B, and C
above, no amendment shall be made which would:
(a) Cause or permit any part of the assets in the Account to be
diverted to purposes other than for the exclusive benefit of the Employee and/or
the Employee's beneficiaries, or cause to permit any portion of such assets to
revert to or become the property of the Employer,
(b) Place any greater burden on a Custodian without its written
consent, or
(c) Retroactively deprive any Employee of any benefit to which the
Employee was entitled under the Agreement by reason of Contributions made by the
Employer or the Employee, unless such modification or amendment is necessary to
conform the Agreement to, or satisfy the conditions of any law, governmental
regulation or ruling, and to permit the Agreement and Account to meet the
requirements
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of Section 403(b) of the Code, or any similar statute enacted in lieu thereof,
and any such retroactive modification or amendment must be pursuant to an
opinion of counsel that it is necessary or advisable to conform the Agreement to
the requirements for qualification under Section 403(b) of the Code and
Regulations prescribed thereunder.
ARTICLE IX. DISTRIBUTIONS
A. Time of distribution.
(a) Subject to the remaining provisions of this Article IX, and to
the provisions of Part C of Article VII and to the provisions of subparts (e)
and (f) of Part A of Article III, distribution of assets held in the Employee's
Investment account shall be made or shall commence at the earliest time of the
occurrence of one of the following events:
(1) The disability of the Employee within the meaning of Section
72(m)(7) of the Code. An Employee shall be considered to be so disabled if the
Employee is unable to engage in any substantial gainful activity because of any
medically determinable physical or mental impairment which can be expected to
result in death or to be of long-continued and indefinite duration and an
individual shall not be considered to be disabled, and, therefore, the Custodian
shall not be required to make distribution on account of the Employee's
disability, unless and until the Custodian has received a physician's
certificate to that effect;
(2) The Employee's actual retirement or attainment of the Normal
Retirement Age, whichever is later; or
(3) The Employee's death.
(b) In addition to the foregoing, distribution shall be made or shall
commence upon the Employee's separation from the service of the Employer, prior
to the occurrence of any of the events listed in subpart (a) of this Part A of
Article IX, subject to whichever one of the following two provisions of this
subpart (b) of this Part A of Article IX is applicable:
(1) If Section XI of the Employer Adoption Agreement provides
for a determination by the Employer with respect to such distribution upon the
Employee's separation from the service of the Employer, such distribution upon
the Employee's separation from the service of the Employer shall be made or
shall commence if so determined by the Employer in a uniform and
nondiscriminatory manner with respect to all Employees; or
(2) If Section XI of the Employer Adoption Agreement provides
for an election by the Employee with respect to such distribution upon the
Employee's separation from the service of the Employer, such distribution upon
the Employee's separation from the service of the Employer shall be made or
shall commence only if the Employee, either at any time prior to or upon the
Employee's separation from the service of the Employer, files with the Custodian
a written irrevocable election to have distribution commence upon such
separation from service.
(c) The Custodian shall not be responsible for making any
distributions until such time as it has been notified in writing by either the
Employer or the Employee of the occurrence of one of the events set forth in
subparts (a)(1), (a)(2), or (b) of this Part A, or by the designated beneficiary
or beneficiaries (or by the Employee's Executor or other personal representative
if no such beneficiary survives the Employee) of the occurrence of the event set
forth in subpart (a)(3) of this Part A.
B. Method of distribution to Employee. Distributions to the Employee of
amounts held by the Custodian in the Employee's Custodial Investment Account
shall normally be made in the form of annual, quarterly or monthly installments
in cash or in kind or in the form of a lump sum, provided that:
(a) Installment payments in cash or in kind shall be made in
approximately equal amounts or approximately equal fractions of the Employee's
Custodial Investment Account;
(b) If payments to the Employee are made in the form of installments,
there shall be credited to such Employee's Custodial Investment Account all
earnings thereon during the period of such installments; and
(c) Except in the case where the distribution is made for a period
measured by the life of the Employee and the Employee's spouse (regardless of
whether the Employee's beneficiary is someone other than the Employee's spouse),
the present value of the payments to be made to the Employee must be more than
50 percent of the present value of total payments to be made to the Employee and
the Employee's beneficiaries.
Stock of a Regulated Investment Company shall not be distributed in kind
unless at the time distribution is made or, if it is to be made in installments,
at the time it commences, the value of such stock held in the Custodial
Investment Account is five hundred ($500) dollars or more.
C. Election. The method of distribution of the Employee's Account to the
Employee shall be determined as follows:
(a) In the event that Section XII of the Employer Adoption Agreement
provides that the method of distribution of the Employee's Account to the
Employee shall be determined by the Employer, the Employer may, in such event,
at any time prior to thirty (30) days after the time of distribution determined
under Part A of this Article IX, file with the Custodian a written election of a
method of distribution to the Employee which is consistent with the provisions
of Part B of this Article IX, which election may be changed at any time prior to
the end of said thirty (30)-day period; or
(b) In the event that Section XII of the Employer Adoption Agreement
provides that the method of distribution of the Employee's Account to the
Employee shall be determined by the Employee, the Employee may, in such event,
elect or alter the Employee's election of the method of distribution to the
Employee by filing with the Custodian a written election of a method of
distribution to the Employee which is consistent with the provisions of Part B
of this Article IX at any time prior to seven (7) days before the time of
distribution determined under Part A of this Article IX, which election may be
changed at any time prior to the beginning of said seven (7)-day period.
In the event that the Employer or the Employee, as the case may be, fails
to properly elect a method of distribution of the Employee's Account, unless the
Custodian in its absolute discretion chooses another method of distribution
consistent with the provisions of Part B of this Article IX, installment
payments pursuant to said Part B will be made in cash or in kind to the Employee
on a monthly basis over a 10-year period, if a systematic withdrawal plan is
available for the Regulated Investment Company stock held in the Account and if
the assets in such Account are determined to be sufficient by Xxxxxxx Fund
Distributors, Inc. If such a plan is unavailable or if such assets are deemed
to be insufficient by Xxxxxxx Fund Distributors, Inc., the shares of the
Regulated Investment Company stock held in the Account will be distributed in
cash or in kind promptly to the Employee, unless the Custodian in its absolute
discretion chooses another method of distribution consistent with the provisions
of said Part B of this Article IX.
D. Method of distribution to beneficiaries. In the event of the death of
the Employee either before or after the occurrence of any of the times for
distribution listed in Part A of this Article IX, any amounts held by the
Custodian in the Employee's Account shall be distributed to the beneficiary or
beneficiaries named in the Employee's Designation by the method acceptable to
the Custodian and stipulated in such form, but only after such beneficiary or
beneficiaries have notified the Custodian in writing of the Employee's death and
provided the Custodian with adequate verification of such Death, as provided in
subpart (8) of Part C of Article V. Until such distributions commence to such
beneficiary or beneficiaries, the Custodian shall not be responsible for
treating such person's predecessor to such rights and obligations as still
possessing the same.
In the event that the Employee fails to properly elect a method of
distribution of the Employee's Account to such beneficiary or beneficiaries,
unless the Custodian in its absolute discretion chooses another method of
distribution, installment payments will be made in cash or in kind to such
beneficiary or beneficiaries on a monthly basis over a 10-year period from the
date of the Employee's death, if a systematic withdrawal plan is available for
the Regulated Investment Company stock held in the Account and if the assets in
such Account are determined to be sufficient by Xxxxxxx Fund Distributors, Inc.
If such a plan is unavailable or if such assets are deemed to be insufficient by
Xxxxxxx Fund Distributors, Inc., the shares of the Regulated Investment Company
stock held in the Account will be distributed in cash or in kind promptly to
such beneficiary or beneficiaries, unless the Custodian in its absolute
discretion chooses another method of distribution.
In the event the Employee so elects in the Designation of Beneficiary form
in effect at the time of his death, his designated beneficiary or beneficiaries
who has (have) survived him an to whom distributions are to be made, may direct
the Custodian in writing (by unanimous agreement if there is more than one
beneficiary) to change the method of distribution to such beneficiary or
beneficiaries (that is, the method either selected in the Employee's Designation
or provided for in this Part D of Article IX, as the case may be), but only
within sixty (60) days after the day on which such beneficiary or beneficiaries
first became entitled to any distribution from the Account and only if such
change is acceptable to the Custodian.
If a distribution is payable to a person known by the Custodian to be a
minor or a person under a legal disability, the Custodian may in its absolute
discretion made the whole or any part of the distribution to (i) a parent of
such person, (ii) the guardian, committee or other legal representative,
wherever appointed, of such person, including a custodian for such person under
a Uniform Gifts to Minors Act or similar act, (iii) any person having the
control and custody of such person, or (iv) to such person directly, the receipt
of the distributee to whom any such payment or distribution is so made being a
sufficient discharge therefor.
20
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Insofar as the disposition of the Account of a deceased Employee is not
governed by a valid Designation which names at least one beneficiary who
survives the Employee, the Account shall be distributed to the estate of the
deceased Employee. Any portion of an Account of a deceased Employee remaining
undisposed of after the death of an Employee's designated beneficiary who has
survived the Employee, shall be distributed to the estate of such deceased
beneficiary.
ARTICLE X. ADMINISTRATION
A. Appointment of Administrator. The Employer may from time to time in
writing appoint one or more individuals as Administrator (hereinafter referred
to in the singular) who shall have all power and authority necessary to carry
out the terms of the Plan. The Administrator may resign upon fifteen (15) days
advance written notice to the Employer, and the Employer may at any time revoke
the appointment of the Administrator with or without cause. The Employer shall
exercise the power and fulfill the duties of the Administrator if at any time
the position is vacant.
B. Named Fiduciary. The "Named Fiduciary" within the meaning of the Act
shall be the Administrator.
C. Allocations of responsibilities. Responsibilities under the Plan
shall be allocated among the Custodian, the Administrator, and the Employer as
follows:
(a) Custodian: The Custodian shall have exclusive responsibility to
hold, manage, and invest, pursuant to instructions communicated to it under
parts A and F of Article IV by the Administrator or by the Employee as the case
may be, the funds received by it subject to the terms of the Agreement under
which it serves, and the Custodian shall also have all functions otherwise
assigned to it under the terms of the Plan.
(b) Administrator: The Administrator shall have the responsibility
and authority to control the operation and administration of the Plan in
accordance with its terms including, without limiting the generality of the
foregoing: (1) the transmission to the Custodian of any Employee or beneficiary
investment decision under Part F of Article IV; (2) interpretation of the Plan
and conclusive determination of all questions of eligibility and status under
the Plan; (3) hiring of persons to provide necessary services to the Plan not
provided by Employees; (4) preparation and filing of all statements, returns and
reports required to be filed by the Plan with any agency of Government; (5)
compliance with all disclosure requirements of all state or federal law; (6)
maintenance and retention of all Plan records as required by law, except those
required to be maintained by the Custodian; and (7) all functions otherwise
assigned to it under the terms of the Plan.
(c) Employer: The Employer shall be responsible for the design of the
Plan, as adopted or amended, the selection of the Custodian and the designation
of the Administrator as provided in the Plan, the delivery to the Administrator
and the Custodian of Employee information necessary for operation of the Plan,
the computation and the proper making of Employer Contributions and Employer
Matching Thrift Contributions, if any, provided for under the terms of the Plan
(including without limitation, if Section V of the Employer Adoption Agreement
provides for a written formula to be used with respect to Employer Matching
Thrift Contributions, the establishment and application of such written formula
in accordance with applicable law), the selection in a writing pertaining to
eligibility under Section XIII of the Employer Adoption Agreement of Employees
eligible to participate in this Agreement if such selection is made by the
Employer, any determinations as to investments made by the Employer under the
provisions of Part G of Article IV, and the exercise of all functions provided
in or necessary to the Plan except those assigned in the Plan to others.
(d) This part C of Article X is intended to allocate individual
responsibility for the prudent execution of the functions assigned to each of
the Custodian, the Administrator, and the Employer and none of such
responsibilities or any other responsibility shall be shared among them unless
specifically provided in the Plan. Whenever one such person is required by the
Plan to follow the directions of another, the two shall not be deemed to share
responsibility, but the person who gives the direction shall be responsible for
giving it and the responsibility of the person receiving the direction shall be
to follow it insofar is it is on its face proper under applicable law.
D. More than one Administrator. If more than one individual is appointed
as Administrator under Part A of this Article X, such individuals shall either
exercise the duties of the Administrator in concert, acting by a majority vote
or allocate such duties among themselves by written agreement delivered to the
Employer and the Custodian. In such case, the Custodian may rely upon the
instruction of any one of the individuals appointed as Administrator regardless
of the allocation of duties among them.
E. No compensation. The Administrator shall not be entitled to receive
any compensation from the funds held under the Plan for its services in that
capacity unless so determined by the Employer or required by law.
F. Record of acts. The Administrator shall keep a record of all
proceedings, acts and all such records and instruments pertaining to the Plan
administration and shall be subject to inspection by the Employer at any time.
The Employer shall supply, and the Administrator may rely on the accuracy of,
all Employee data and other information needed to administer the Plan.
X. Xxxx. The Administrator shall be required to give bond for the
faithful performance of his duties to the extent, if any, required by the Act,
the expense to be borne by the Employer.
H. Agent for service of process. The Administrator shall be agent for
service of legal process on the Plan.
I. Rules. The Administrator may adopt or amend and shall publish to the
Employees such rules and forms for the administration of the Plan, and may
employ or retain such attorneys, accountants, physicians, investment advisors,
consultants and other persons to assist in the administration of the Plan as it
deems necessary or advisable.
J. Delegation. To the extent permitted by applicable law, the
Administrator may delegate all or part of his responsibilities hereunder and at
any time revoke such delegation, by written statement communicated to the
delegate and the Employer. The Custodian may, but need not, act on the
instructions of such a delegate. The Administrator shall annually review the
performance of such delegate.
K. Claims procedure. It is anticipated that the Administrator will
administer the Plan to provide Plan benefits without waiting for them to be
claimed, but the following procedure is established to provide additional
protection to govern unless and until a different procedure is established by
the Administrator and published to the Employees and Employees' beneficiaries.
(a) Manner of making claim. A Claim for benefits by an Employee or
beneficiary to be effective under this procedure must be made to the
Administrator and must be in writing unless the Administrator formally or by
course of conduct waives such requirements.
(b) Notice of reason for denial. If an effective claim is wholly or
partially denied, the Administrator shall furnish such Employee or beneficiary
with written notice of the denial within sixty (60) days after the original
claim was filed. This notice of denial shall set forth in a manner calculated
to be understood by the claimant (1) the reason or reasons for denial, (2)
specific reference to pertinent plan provisions on which the denial is based,
(3) a description of any additional information needed to perfect the claim and
an explanation of why such information is necessary, and (4) an explanation of
the Plan's claim procedure.
(c) Application for review. The Employee or beneficiary shall have
sixty (60) days from receipt of the denial notice in which to make written
application for review by the Administrator. The Employee or beneficiary may
request that the review be in the nature of a hearing. The Employee or
beneficiary shall have the rights (1) to have representation, (2) to review
pertinent documents, and (3) to submit comments in writing.
(d) Decision on review. The Administrator shall issue a decision on
such review within sixty (60) days after receipt of an application for review,
except that such period may be extended for a period of time not to exceed an
additional sixty (60) days if the Administrator determines that special
circumstances (such as the need to hold a hearing) requires such extension. The
decision on review shall be in writing and shall include specific reasons for
the decision, written in a manner calculated to be understood by the claimant,
and specific references to the pertinent Plan provisions on which the decision
is based.
L. Fees and expenses of Administrator. All reasonable expenses, fees,
and administrative costs incurred by the Administrator in the performance of its
duties hereunder, including fees for legal services rendered to the
Administrator, shall be paid by the Employer; and to the extent not so paid by
the Employer, said fees and expenses shall be deemed to be an expense of the
Custodial Investment Account and the Custodian is authorized to charge the same
to the Accounts of the Employees, and unless allocable to the Accounts of
specific Employees, they shall be charged against the respective Accounts of all
or a reasonable group of Employees in such reasonable manner as the Custodian
shall determine.
ARTICLE XI. TERMINATION
A. Voluntary termination. With respect to amounts not yet earned by an
Employee, this Agreement may be terminated by either such Employee or the
Employer by giving written notice to the other. Copies of such notice shall be
sent forthwith tot he Custodian. Unless otherwise mutually agreed upon by the
Employer and the Employee, any such termination shall take effect as of the last
day of the
21
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month next following the month in which such written notice shall have been
given, the Employee's compensation level shall be increased by the amount by
which it otherwise would be reduced pursuant to any applicable Salary Reduction
Agreement, and the obligations under this Agreement of the Employer with respect
to future pay periods shall cease.
B. Termination on distribution. This Agreement shall terminate as to an
Employee when the assets held in the Custodial Investment Account established
for the Employee hereunder have been distributed.
C. Termination on disqualification. This Agreement shall terminate as to
an Employee if, after notification by the Internal Revenue Service that the
Employee's Account does not qualify under section 403(b)(7) of the Code, Xxxxxxx
Fund Distributors, Inc. fails to or is unable to make the amendments necessary
to so qualify the Account. On such termination of this Agreement, all assets in
an Account shall be distributed in kind by the Custodian to the Employee or, in
the event of his death, to his designated beneficiaries, subject to the
Custodian's right to reserve funds as provided in Article V, Part E, except that
where the value of such assets is less than five hundred ($500) dollars, the
distribution shall be in cash.
ARTICLE XII. MISCELLANEOUS
A. Adjustment regarding other employee benefits. Unless provided
otherwise in a separate written agreement between the Employer and the Employee,
all employee benefits furnished (either wholly or in part) by the Employer for
the benefit of the Employee (other than those provided for under this Agreement)
which are based on the amount payable to an employee, and which would ordinarily
be subject to reduction in the event of any salary adjustment other than that
provided for under this Agreement, shall continue to be based on the Employee's
compensation level without regard to any adjustment in Compensation provided for
under this Agreement, if such employee benefits arrangements themselves are
consistent with this Part A of Article XII.
B. No release from liability. Nothing in this Plan shall relieve any
person from liability for any responsibility under Part 4 of Title I of the Act.
Subject thereto neither the Custodian, the Administrator nor any other person
shall have any liability under the Plan, except as a result of his negligence or
willful misconduct, and in any event the Employer shall fully indemnify and save
harmless all person from any such liability except that resulting from their
negligence or willful misconduct.
C. Applicable law. This Agreement and all documents incorporated herein
by reference shall be construed and administered in accordance with the laws of
the state in which the home office of the Custodian is located.
D. Terminology. Any masculine terminology in this Agreement shall
include the feminine.
E. Headings. Headings herein are primarily for convenience of reference,
and if they conflict with the text, the text shall control.
F. Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall be an original,
but such counterparts shall together constitute one and the same instrument.
G. Change of address. The Employer shall notify the Custodian in writing
of any change of address within 30 days of such change.
H. Notice. Notice from the Custodian to the Employee pursuant to this
Agreement shall be effective if sent by first class mail to the business address
of the Employer until the Employer specifies a different address acceptable to
the Custodian. Any notice to the Custodian pursuant to this Agreement shall be
by first class mail addressed to its home office.
I. Successors. This Agreement shall be binding upon and shall inure to
the benefit of the successors in interest of the parties hereto.
J. Not employment contract. This Agreement shall not be deemed to
constitute a contract of employment between the parties hereto, nor shall any
provision hereof restrict the right of the Employer to discharge the Employee or
of the Employee to terminate his employment.
K. Discretionary actions. Any discretionary action to be taken by the
Employer or the Administrator under this Plan shall be nondiscriminatory in
nature and all Employees similarly situated shall be treated in a uniform
manner.
L. Department of Labor requirements. If the Custodial Investment Account
and this Agreement constitutes a plan subject to Title I of the Act, then the
Employer, Administrator, Employee, and Custodian shall comply with the
applicable requirements of Title I and shall furnish to each other such
information as may be required in that respect.
M. Construction. No provision of this Agreement, including the documents
incorporated herein by reference, shall be construed to conflict with any
provision of a Labor Department, Treasury Department or Internal Revenue Service
regulation, ruling, release or other order which affects the terms of this
Agreement or its qualification under section 403(b)(7) of the Code. It is
intended that this Agreement, including the documents incorporated herein by
reference, qualify as a custodial account under said section 403(b)(7) and this
Agreement, including said documents, shall be construed and limited and the
powers and discretions conferred hereunder and by applicable laws shall be
exercised in a manner consistent with that purpose. Subject to the foregoing
provisions of this Part M of Article XII, the following constructional
principles shall govern: (1) in the event of any conflict between the Employer
Adoption Agreement and the Employee Application, the provisions of the Employer
Adoption Agreement shall prevail; and (2) in the event of any conflict between
this Agreement and the documents incorporated herein by reference, the
provisions of this Agreement shall prevail.
N. Tax treatment. The tax treatment of any contributions to the Account
and of any earnings of the Account depends, among other things, upon the nature
of the Employer, and the amount and nature of contributions made in any year to
the Account (and to other plans, accounts or contracts with the benefit of
special tax treatment) for the benefit of the Employee. The Custodian and
Xxxxxxx Fund Distributors, Inc. assume no responsibility with respect to such
matters, nor shall any term or provision of this Agreement be construed so as to
place any such responsibility upon any one of them. Furthermore, the Employer,
the Employee, and the Administrator shall file and shall have sole
responsibility for filing with the Internal Revenue Service and/or any other
governmental agency such returns, reports, forms, and other information as may
be required of them.
O. Separability. If any provision of this Agreement shall beheld invalid
or illegal for any reason, such determination shall not affect any remaining
provisions of this Agreement, but this Agreement shall be construed and enforced
as if such invalid or illegal provision had never been included in this
Agreement.
22
Telephone
numbers and
addresses
--------------------------------------------------------------------------------
National toll free
telephone numbers
and addresses
For information about the Xxxxxxx Employer-Select 403(b) program,
CALL (toll-free) 0-000-000-0000
(within Massachusetts, call collect 000-000-0000)
or
WRITE to: Xxxxxxx Funds Group Retirement Plans
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
A Group Retirement Specialist from Xxxxxxx Fund Distributors, Inc.,
underwriter for the Xxxxxxx funds, will answer your calls and letters.
--------------------------------------------------------------------------------
Local addresses Boca Raton
of Xxxxxxx Fund 000 Xxxx Xxxxxxxx Xxxx Road
Distributors, Inc. Xxxx Xxxxx, Xxxxxxx 00000
000-000-0000
Boston
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
000-000-0000
Chicago
Suite 2200, 000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
000-000-0000
Cincinnati
000 Xxxxx Xxxxx
Xxxxxxxxxx, Xxxx 00000
000-000-0000
Cleveland
Xxxxx 000, 0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
000-000-0000
Dallas
Suite 2124, Plaza of the Americas
000 Xxxxx Xxxxx
Xxxxxx, Xxxxx 00000
000-000-0000
Houston
0000 Xxxx xx xxx Xxxxxxxxx Xxxxxxxx
Xxxxxxx, Xxxxx 00000
000-000-0000
Los Angeles
000 Xxxxx Xxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
000-000-0000
New York
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
000-000-0000
Philadelphia
Three Xxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
000-000-0000
Portland, Oregon
Xxxxxxxx Xxxxxxxx Plaza
0 X.X. Xxxxxxxx Xx.
Xxxxxxxx, Xxxxxx 00000
000-000-0000
San Francisco
Suite 4100, 000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
000-000-0000
23
Xxxxxxx
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This booklet is not to be used in connection
with the offering of any of the Xxxxxxx funds
unless preceded or accompanied by the
appropriate current prospectuses. Xxxxxxx
Fund Distributors, Inc. is the underwriter
of the Xxxxxxx no-load mutual funds.
BES-23 (C)Xxxxxxx Fund Distributors, Inc.
