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EXHIBIT 14.2
XXXXXX & RYGEL INVESTMENT GROUP
SECTION 403(b)(7) CUSTODIAL ACCOUNT AGREEMENT
ARTICLE I
DEFINITIONS
1.1 Account: The custodial account established and maintained under
this Agreement on behalf of the Employee pursuant to Section 403(b)(7) of the
Code.
1.2 Account Holder: The Employee, or, after the death of the
Employee, the Beneficiary of the Employee, or executor or administrator of the
estate of the Employee entitled to direct investment of assets held in the
Account.
1.3 Agreement: The [Name of Fund] Section 403(b)(7) Custodial
Account Agreement as set forth herein.
1.4 Application: The Application for the [Name of Fund] Section
403(b)(7) Custodial Account executed by the Employee and the Custodian providing
for the establishment of the Account in accordance with the terms and conditions
of this Agreement.
1.5 Beneficiary: The person or persons designated in accordance with
the provisions of Article 5.6 to receive any undistributed amounts credited to
the Account upon the death of the Employee.
1.6 Code: The Internal Revenue Code of 1986, as amended, and
including any regulations or rulings issued thereunder.
1.7 Company: Xxxxxx & Rygel Investment Group in which
contributions to the Account shall be invested.
1.8 Custodian: Investors Fiduciary Trust Company or any successor
thereto appointed in accordance with the provisions of Article 8, provided that
such successor is either a bank or another person who satisfies the requirements
of Section 401(f)(2) of the Code.
1.9 Disability: A determination that the Employee is unable to engage
in any substantial gainful activity by reason of a medically determinable
physical or mental impairment which can be expected to result in death or to be
of long-continued and indefinite duration.
1.10 Employee: The individual who has executed the Application and who
is employed by the Employer on a full or part-time basis or who is a former or
retired employee of the Employer.
1.11 Employer: The employer that is:
(a) described in Section 501(c)(3) of the Code
and exempt from tax under Section 501(a) of the Code; or
(b) a State, a political subdivision of a State,
or an agency or instrumentality thereof, but only with
respect to employees who perform or have performed
services for an educational organization described in
Section 170(b)(1)(A)(ii) of the Code;
and, except with respect to an Account to which no contributions other than
rollovers or transfers are made, the Employer that has executed the Application.
1.12 ERISA: The Employee Retirement Income Security Act of 1974, as
amended, including any regulations issued thereunder.
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1.13 Financial Hardship: A determination that the Employee has an
immediate and heavy financial need requiring a distribution from the Account.
Any determination of the existence of a qualifying financial hardship on the
part of the Employee and the amount required to be distributed to meet the need
created by the hardship shall be made in accordance with the rules and
regulations under Section 403(b)(7) of the Code.
1.14 Fund(s): One or more of the regulated investment companies
offered by Xxxxxx & Rygel Investment Group, a Massachusetts Business Trust, as
available investments under this Agreement.
1.15 Salary Reduction Agreement: The Salary Reduction Agreement
described in Article 3.2.
1.16 Salary Reduction Contribution: The amount contributed by the
Employer to the Account in accordance with a Salary Reduction Agreement.
ARTICLE II
ESTABLISHMENT OF ACCOUNT
2.1 Purpose. This Agreement is intended to provide for the
establishment and administration of an Account to receive contributions by the
Employer on behalf of the Employee in accordance with Section 403(b)(7) of the
Code or to receive rollover contributions or transfers from another 403(b)
annuity contract or custodial account.
2.2 Establishment of Account. The Custodian shall establish and
maintain the Account for the benefit of the Employee according to the terms and
conditions of this Agreement. The name, address and social security number of
the Employee and Beneficiary are set forth on the Application, and it shall be
the obligation of the Account Holder to notify the Custodian of any changes
thereto. The Application and, if applicable, the Salary Reduction Agreement, are
incorporated herein by reference. The Account will become effective upon
acceptance by or on behalf of the Custodian, as evidenced by written
confirmation to the Employee.
ARTICLE III
CONTRIBUTIONS
3.1 Contributions. The Employer shall make Salary Reduction
Contributions to the Account on behalf of the Employee in accordance with the
Salary Reduction Agreement between the Employer and the Employee as described in
Article 3.2, subject to the limitations of Articles 3.4, 3.5, and 3.6.
3.2 Salary Reduction Agreement. The Salary Reduction Agreement shall
be a legally binding agreement between the Employer and the Employee whereby the
Employee irrevocably agrees to take a reduction in salary or to forego an
increase in salary with respect to amounts earned after the agreement's
effective date, and whereby the Employer agrees to contribute the amount of
salary reduced or foregone by the Employee to the Account. The Salary Reduction
Agreement may be terminated at any time by the Employee with respect to amounts
not yet earned by the Employee.
3.3 Limitations in General. The Employee shall compute and determine
the maximum amount that may be contributed on behalf of the Employee in
accordance with the Employee's exclusion allowance, as defined in Section
403(b)(2) of the Code, and in accordance with the applicable limitations under
Section
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415(c) of the Code. Neither the Custodian nor the Company shall have any
liability or responsibility with respect to such computations or determinations,
or for any tax imposed on any excess contributions that exceed the limitations
or exclusion allowance.
3.4 Contribution Limitations.
(a) No amount shall be contributed on behalf of
the Employee for any limitation year in excess of the
applicable limitations of Section 415(c) of the Code. In
the absence of a special election by the Employee under
Section 415(c)(4) of the Code, the amount contributed
shall not exceed the lesser of:
(i) $30,000 (or, if greater,
one-fourth the defined benefit plan dollar
limitation in effect under Section 415(b)(1) of the
Code for the limitation year); or
(ii) 25 percent of the Employee's
compensation (within the meaning of Section
415(c)(3) of the Code) for the limitation year.
(b) The term "limitation year" shall mean the
calendar year, unless the Employee elects to change the
limitation year to another twelve-month period by
attaching a statement to his or her federal income tax
return in accordance with the regulations under Section
415 of the Code. If the Employee is in control (within the
meaning of Code Section 414(b) or (c), as modified by Code
Section 415(h)) of the Employer, the limitation year shall
be the same as the limitation year of the Employer under
Section 415 of the Code.
(c) If the Employer or any affiliated employer as
described in Section 415(h) of the Code makes
contributions on behalf of the Employee to any other
custodial account or annuity contract described in Section
403(b) of the Code, then the contributions to such annuity
contract shall be combined with the contributions to the
Account for purposes of the limitations of subsection (a).
If the Employee is covered by a qualified plan sponsored
by an entity controlled by the Employee, then
contributions to such a plan shall also be included for
the purposes of the limitations of subsection (a).
3.5 Exclusion from Gross Income. For federal tax purposes, the
Employee may exclude from gross income for any taxable year the Employer
contributions that are made to the Account to the extent such contributions do
not exceed the Employee's exclusion allowance under Section 403(b)(2) of the
Code for the taxable year.
3.6 Excess Contributions. Any excess contributions (as defined in
Section 4973(c) of the Code) that are made to the Account shall be subject to
the six percent excise tax of Section 4973(a) of the Code. Neither the Custodian
nor the Company shall have any duty or responsibility for determining whether
any contributions to the Account are excludable from the Employee's gross
income, or for assuring that any contributions to the Account do not constitute
excess contributions for purposes of Code Section 4973. The disposition of
excess contributions will be made in accordance with instructions from the
Employer, if the Employee has not separated from service, or otherwise, from the
Employee. The
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Employer or Employee providing such instructions is responsible for determining
that they are consistent with applicable law.
3.7 Limitation on Salary Reduction Contributions.
(a) Employer contributions that are made to the
Account pursuant to a Salary Reduction Agreement shall not
exceed the amount of $9,500, or such greater amounts as
may be permitted with respect to the Employee for the
taxable year under Section 402(g)(5) of the Code, reduced
by the aggregate amounts contributed in any calendar year
at the election of the Employee to any qualified cash and
deferred arrangement described in Section 401(k) of the
Code, any simplified employee pension described in Section
408(k)(6) of the Code, and any eligible deferred
compensation plan described in Section 457 of the Code.
(b) Notwithstanding any provision of this Agreement
to the contrary, if the Employee determines that an amount
contributed during a taxable year to the Account exceeds
the limitation set forth in subsection (a), and no later
than March 1 of the following taxable year notifies the
Custodian in writing of the excess amount the Employee has
determined, then the Custodian shall distribute such
excess amount, plus any income or minus any losses
allocable thereto, to the Employee no later than the
following April 15. The Employee shall have the sole
responsibility for timely determining any excess deferrals
to the Account and notifying the Custodian in accordance
with these procedures.
(c) Neither the Custodian nor the Company shall
have any duty or responsibility for determining whether
any contributions to the Account constitute excess
deferrals as described in Section 402(g)(2)(A) of the
Code, or for assuring that any excess deferrals are timely
distributed in accordance with the procedures of Section
402(g)(2)(A) of the Code.
3.8 Rollover Contributions and Transfers.
(a) The Employee shall be permitted to make a
rollover contribution to the Account of an amount received
by the Employee that is attributable to participation in
another annuity contract or custodial account described in
Section 403(b) of the Code, provided such rollover
contribution complies with all requirements of Section
403(b)(8) or Section 408(d)(3)(A)(iii) of the Code,
whichever is applicable.
(b) The Custodian may accept a direct transfer of
assets to the Account on behalf of the Employee from
another annuity contract or custodial account described in
Section 403(b) of the Code to the extent permitted by the
Code and the regulations and rulings thereunder. The
Employee shall not request or initiate a transfer from a
contract or account containing distribution initiate a
transfer from a contract or account containing
distribution restrictions that are more restrictive than
those provided in Article V. The Employee shall not
request or
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initiate a transfer from a contract or account covered by
ERISA, unless the transferee Account is part of an
employee benefit plan which provides distribution
restrictions which meet the requirements of Section 205 of
ERISA and the regulations thereunder with respect to any
amount transferred.
(c) Neither the Custodian nor the Company shall
have any duty or responsibility for determining whether
any rollover contribution or transfer of assets by or on
behalf of the Employee pursuant to this Article 3.8 is a
proper rollover contribution or transfer of assets under
the Code, or for the tax treatment to the Employee of any
transfer or rollover.
(d) To the extent permitted under applicable law,
the Account Holder reserves the right to transfer or
rollover any or all of the assets of the Account to such
other form of annuity contract or custodial account
described in Section 403(b) of the Code or to such
Individual Retirement Account (XXX) or other plan
established pursuant to Section 408 of the Code as the
Employee may determine, upon written instructions to the
Custodian, in a form acceptable to the Custodian;
provided, however that the Custodian shall have no
responsibility for the tax treatment to the Account Holder
of any such transfer or rollover.
(e) The Custodian shall not be liable for losses
arising from the acts, omissions, or delays or other
inaction of any party transferring assets to the Account
or receiving assets transferred from the Account pursuant
to this Article.
3.9 Manner of Making Contributions. All contributions to the Account
shall be paid directly to the Custodian. Contributions may be made by check or
bank wire. Contributions shall be preceded or accompanied by written
instructions directing the investment of the amount contributed on behalf of the
Employee in accordance with Article 4.1.
ARTICLE IV
INVESTMENTS
4.1 Investment of Account. All contributions to the Account and all
assets in the Account shall be invested in the Fund(s) in accordance with
instructions given to the Custodian by the Account Holder in a manner acceptable
to the Custodian. By giving such instructions, the Account Holder will be deemed
to have acknowledged receipt of the then current prospectus of any Fund in which
the Account Holder instructs the Custodian to invest such contributions or
assets. If the Custodian receives any contribution to the Account that is not
accompanied by acceptable instructions directing its investment, the Custodian
may hold or return all or a part of the contribution uninvested without
liability for loss of income or appreciation pending receipt of acceptable
instructions.
4.2 Investment Advice. The Account Holder agrees that neither the
Custodian nor the Company undertake to provide any advice with respect to the
investment of the Account, and that the responsibility of the Custodian to
invest in shares of a particular Fund pursuant to the directions of the Account
Holder does not constitute an endorsement by the Custodian of that Fund. Neither
the Custodian
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nor the Company shall be liable for any loss that results from the exercise of
control over the Account by the Account Holder.
4.3 Account Earnings. All dividends, capital gains
distributions and other earnings received by the Custodian on any shares held in
the Account shall be automatically reinvested in additional shares.
4.4 Investment Exchanges. The Account Holder may direct the Custodian
to redeem any or all shares of any Fund that are held in the Account and to
reinvest the proceeds in any other Fund available under this Agreement. By
giving such directions, the Account Holder will be deemed to have acknowledged
receipt of the then current prospectus of any Fund in which the Account Holder
instructs the Custodian to reinvest such proceeds. Any such exchange transaction
shall conform with the provisions of the current prospectus for the applicable
Fund.
4.5 Record Ownership; Voting of Shares. All shares of the Company
acquired by the Custodian pursuant to this Agreement shall be registered in the
name of the Custodian or its nominee. The Custodian shall mail or transmit to
the Account Holder's address of record all notices, prospectuses, financial
statements, proxies and proxy soliciting materials relating to the shares held
in the Account. The Custodian shall not vote any such shares except in
accordance with written instructions received from the Account Holder, provided
however, that the Custodian may, in the absence of instructions, vote "present"
for the sole purpose of allowing such shares to be counted for establishment of
a quorum at a shareholder's meeting.
ARTICLE V
DISTRIBUTION OF ASSETS OF ACCOUNT
5.1 Request for Distribution. The Custodian shall distribute the
assets of the Account to the Employee upon receipt by the Custodian of a written
request for distribution submitted by the Employee, in a form acceptable to the
Custodian, subject to the limitations of Article 5.2.
5.2 Limitations on Distributions. Except as may otherwise be provided
in Article 3.6, the assets of the Account shall not be distributed to the
Employee before the Employee attains age 59-1/2 unless the Employee has:
(a) separated from the service of the Employer,
(b) incurred a Disability, or
(c) encountered Financial Hardship.
Any distribution that is made to the Employee for reason of Financial Hardship
shall not exceed the amount of Employer contributions made to the Account
pursuant to a salary reduction agreement with the Employee, excluding earnings
thereon.
5.3 Method of Distribution. Subject to the limitations of this
Article 5, the Employee may elect to have distribution of the assets of the
Account made in one or a combination of the following ways:
(a) lump-sum payment; or
(b) monthly, quarterly or annual installment
payments over a period certain not to exceed the life
expectancy of the Employee or the joint and last
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survivor life expectancy of the Employee and his or her
Beneficiary in a manner that satisfies the minimum
distribution requirements of Article 5.4.
If no election of the method of distribution is made by the Employee within 30
days of receipt by the Custodian of the written request for distribution
referred to in Article 5.1, the Custodian shall make such distribution to the
Employee in a lump-sum payment of cash.
5.4 Minimum Distribution Requirements Prior to Death of Employee.
(a) Commencement of Distributions.
Notwithstanding any provision of this Agreement to the
contrary, distribution of the Account shall commence no
later than the "Required Beginning Date". For any Employee
who attained age 70-1/2 prior to January 1, 1988 or after
December 31, 1996, the Required Beginning Date is the
April 1 following the calendar year in which the Employee
attains age 70-1/2 or terminates employment, whichever is
the later. For any employee who attained age 70-1/2 in
1988 and had not retired by January 1, 1989, the Required
Beginning Date is April 1, 1990. For any other Employee
who attained age 70 and 1/2 after December 31, 1987 and
before January 1, 1997, the Required Beginning Date is the
April 1 following the calendar year in which the Employee
attains age 70-1/2 regardless of whether the Employee has
then retired.
(b) Minimum Amounts to be Distributed.
The minimum amount distributed to the Employee for each
taxable year, beginning no later than the Required
Beginning Date under subsection (a) above, must equal or
exceed the minimum distribution required under Sections
401(a)(9) and 403(b)(10) of the Code and must meet the
incidental death benefit requirement of these Sections.
5.5 Distribution Upon Death of Employee. In the event the Employee
dies prior to the complete distribution of the assets of the Account, all assets
remaining in the Account shall be distributed to the Employee's Beneficiary in a
lump-sum payment or in monthly, quarterly or annual installment payments over a
specified period as selected in writing by the Beneficiary in accordance with
the following rules:
(a) Where Distribution Had Already
Commenced. If distribution to the Employee had already
commenced and the Employee died after the Employee's
Required Beginning Date, the assets of the Account shall
be distributed to the Beneficiary at least as rapidly as
under the method of distribution in effect prior to the
Employee's death.
(b) Five-Year Rule. If the Employee
died before the Employee's Required Beginning Date, the
assets of the Account shall be distributed to the
Beneficiary by December 31 of the calendar year which
contains the fifth anniversary of the death of the
Employee.
(c) Exception for Distributions Over
Life Expectancy. Notwithstanding subsection (b) above, the
assets of the Account may be distributed to the
Beneficiary in installment payments over a period certain
not exceeding the
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Beneficiary's life expectancy, provided such distribution
commences by December 31 of the calendar year immediately
following the year of the Employee's death or, if the
Beneficiary is the surviving spouse of the Employee, by
December 31 of the later of (1) the calendar year
immediately following the calendar year in which the
Employee died or (2) the calendar year in which the
Employee would have attained age 70-1/2.
Notwithstanding any provision of this Agreement to the contrary, to the extent
permitted under regulation, ruling procedures or notice of the Internal Revenue
Service, the minimum distribution calculated in accordance with Code sections
403(b)(10) and 401(a)(9) may be taken from any 403(b) annuity or account of the
Employee. If the Beneficiary dies while receiving payments from the Account, all
remaining assets in the Account shall be distributed as soon as practicable to
the estate of the Beneficiary.
5.6 Designation of Beneficiary. The Employee may from time to time
designate any person, persons or entity as the Beneficiary who shall receive any
undistributed assets held in the Account at the time of the Employee's death.
Any Beneficiary designation by the Employee shall be made on a form prescribed
by the Custodian, and shall be effective only when filed with the Custodian
during the lifetime of the Employee. If the Employee fails to designate a
Beneficiary in the manner provided above, or if the Beneficiary designated by
the Employee predeceases the Employee, the assets of the Account shall be
distributed upon the death of the Employee in the following order of priority:
first to the employee's surviving spouse, if any, and second, to the estate of
the Employee. Notwithstanding the foregoing, if this Agreement constitutes part
of an "employee benefit plan" under ERISA, then the Beneficiary of a married
Employee must be the spouse of the Employee, unless the spouse of the Employee
consents in writing to designation of a different Beneficiary and such consent
acknowledges the effect of the designation, specifies the nonspouse Beneficiary
designated, and is witnessed by a notary public. Furthermore, such a designation
of a nonspouse Beneficiary may be changed only if the spouse of the Employee
provides a new consent that meets all requirements of the preceding sentence.
5.7 Distributions Pursuant to Qualified Domestic Relations Orders. In
the case of an Account that is part of an "employee pension benefit plan" (as
defined in ERISA), nothing in this Agreement shall prohibit distribution to any
person in accordance with the terms of a "qualified domestic relations order" as
defined in Section 206(d) of ERISA.
5.8 Direct Rollovers. This Article 5.8 applies to distributions made
on or after January 1, 1993. Notwithstanding any provision of this Agreement to
the contrary that would otherwise limit a distributee's election under this
section, a distributee may elect, at the time and in the manner prescribed by
the Custodian and fund transfer agent, to have any portion of an eligible
rollover distribution paid directly to an eligible retirement plan specified by
the distributee in a direct rollover. For the purpose of this section, the
following definitions apply:
(a) Eligible rollover distribution: An eligible
rollover is any distribution of all or any portion of the
balance to the credit of the distributee, except that an
eligible rollover distribution does not include: any
distribution that is one of a series of substantially
equal periodic payments (not less frequently than
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annually) made for the life (or life expectancy) of the
distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's
designated beneficiary, or for a specified period of ten
years or more; any distribution to the extent such
distribution is required to comply with the minimum
distribution and incidental death benefit requirements of
section 401(a)(9) and 403(b)(10) of the Code; and the
portion of any distribution that is not includible in
gross income. An eligible rollover distribution also does
not include any other amounts that may be excluded under
regulations, procedures, notices, or rulings interpreting
the term eligible rollover distribution under sections
401(a)(31), 402, or 403(b) of the Code.
(b) Eligible retirement plan: An eligible
retirement plan is an individual retirement account
described in section 408(a) of the Code, an individual
retirement annuity described in section 408(b) of the
Code, or another 403(b) annuity, that accepts the
distributee's eligible rollover distribution. However, in
the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement
annuity.
(c) Distributee: A distributee includes an
employee or former employee. In addition, the employee's
or former employee's surviving spouse and the employee's
or former employee's spouse or former spouse who is the
alternate payee under a qualified domestic relations
order, as defined in section 414(p) of the Code, are
distributees with regard to the interest of the spouse or
former spouse.
(d) Direct rollover: A direct rollover is a
payment by the plan to the eligible retirement plan
specified by the distributee.
(e) The Custodian and fund transfer agent may
prescribe reasonable procedures for the election of direct
rollovers under this section, including, but not limited
to, requirements that the distributee provide the
Custodian with adequate information, including, but not
limited to: the name of the eligible retirement plan to
which the rollover is to be made; a representation that
the recipient plan is an individual retirement plan or a
403(b) annuity, as appropriate; acknowledgement from the
recipient plan that it will accept the direct rollover;
and any other information necessary to make the direct
rollover.
ARTICLE VI
RESPONSIBILITIES AND DUTIES OF CUSTODIAN
6.1 Asset Retention. The Custodian shall hold all contributions to
the Account which are received by it subject to the terms and conditions of this
Agreement and for the purposes set forth herein. The Custodian shall be
responsible only for such assets as shall actually be received by it.
6.2 Records and Reports. The Custodian shall file such reports with
the Internal Revenue Service as may be required to be filed by the Custodian
(not including such reports as may be required to be filed by the Employer)
under Treasury Regulations. The Custodian, the Employer, Employee and
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Beneficiary shall furnish to one another such information relevant to the
Account as may be required in connection with such reports. Unless the Employee
(or Beneficiary, where applicable) sends the Custodian written objection to a
report within 60 days after its receipt, the Employee (or Beneficiary, where
applicable) shall be deemed to have approved such report, and in such case the
Custodian shall be forever released and discharged from all liability and
accountability to anyone with respect to all matters and things included
therein. The Custodian may seek a judicial settlement of its accounts. In any
such proceeding, the only necessary party thereto in addition to the Custodian
shall be the Employee.
6.3 Limitations on Responsibilities and Duties.
(a) The Custodian shall not be responsible in any
way for the collection of contributions provided for under
this Agreement, the selection of the investments for the
Account, the purpose or propriety of any distribution made
pursuant to Article 5 hereof, or any other action taken at
the direction of the Employee (or Beneficiary or Employer,
where applicable). The Custodian shall not be obliged to
take any action whatsoever with respect to the Account
except upon receipt of directions in a form acceptable to
the Custodian from the Employee (or Beneficiary or
Employer, where applicable). The Custodian shall be under
no obligation to determine the accuracy or propriety of
any such directions and shall be fully protected in acting
in accordance therewith.
(b) The Custodian is an agent appointed by the
Company to perform solely the duties assigned to it under
the Agreement, it being acknowledged that certain of such
duties may be performed by the Custodian in any event
pursuant to one or more other contractual arrangements or
relationships. The Custodian shall not be deemed to be a
fiduciary under ERISA in carrying out its duties.
(c) The Employer shall be solely responsible for
assuring compliance at all times with the
nondiscrimination requirements of Code section 403(b)(12)
and the Custodian shall not be responsible in any way for
such compliance.
(d) It is hereby agreed that, subject to the
provisions of applicable law, no person other than the
Account Holder may institute or maintain any action or
proceeding against the Custodian.
6.4 Indemnification of Custodian. The Account Holder and the
successors of the Account Holder, including any executor or administrator of the
Account Holder, shall, to the fullest extent permitted by law, at all times
fully indemnify and save harmless the Custodian, its successors and assigns from
any and all claims, actions, or liabilities arising from investments or
distributions made or actions taken at the direction of the Account Holder, and
from any and all other liability whatsoever (including without limitation all
reasonable expenses incurred in defending against or settlement of such claims,
actions or liabilities) which may arise in connection with this Agreement or the
Account, except liability arising from the gross negligence or willful
misconduct of the Custodian.
6.5 Liability of Custodian. The Custodian's liability under this
Agreement and matters which it contemplates shall be limited to matters arising
from the Custodian's gross negligence or willful
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misconduct. The Custodian shall be entitled to rely conclusively upon, and shall
be fully protected in any action or nonaction taken in reliance upon, any
written notices or other communications or instruments believed by the Custodian
to be genuine and to have been properly executed. The Custodian shall not under
any circumstances be responsible for the timing, purpose, or propriety of any
contribution or of any distribution made hereunder, nor shall the Custodian
incur any liability or responsibility for any tax imposed on account of any such
contribution or distribution. The Custodian shall not be obligated or expected
to commence or defend any legal action or proceeding in connection with this
Agreement unless agreed upon by the Custodian and Account Holder, and unless
fully indemnified for so doing to the satisfaction of the Custodian.
ARTICLE VII
FEES AND EXPENSES OF THE CUSTODIAN
7.1 Compensation of Custodian. In consideration for its services
hereunder, the Custodian shall be entitled to receive the applicable fees
specified in the Application. The Custodian may substitute a revised fee
schedule from time to time. The Custodian shall be entitled to such reasonable
additional fees as it may from time to time determine for services required of
it and not clearly identified on the fee schedule. The Custodian's ability to
earn income on amounts held in non-interest bearing accounts has been taken into
consideration in establishing the Custodian's fees. The Custodian shall be
entitled to retain any such income as a part of its agreed compensation
hereunder, and such income shall not be or become a part of the Fund.
7.2 Charges Upon the Account. Any income taxes or other taxes of any
kind whatsoever that may be levied or assessed upon or in respect of the Account
(including any transfer taxes incurred in connection with the investment and
reinvestment of Account assets), 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 Custodian's compensation as
determined under Article 7.1 shall constitute a charge upon the assets of the
Account. At the Custodian's option, such fees, taxes or expenses shall be paid
from the Account or by the Account Holder. The Custodian may redeem fund shares
and use the proceeds of redemption to pay such fees, taxes or expenses.
ARTICLE VIII
RESIGNATION OR REMOVAL OF CUSTODIAN
8.1 Resignation or Removal. The Custodian may resign at any time by
written notice to the Company which shall be effective 60 days after delivery
thereof. The Company shall appoint a successor Custodian who shall accept such
appointment in a writing provided to the Custodian and Account Holder within
such 60-day period. The Custodian may be removed by the Company at any time upon
60 days written notice to the Custodian, provided that the Company designates a
successor Custodian that accepts such appointment by a writing provided to the
Account Holder and the Custodian within such 60-day period. Upon such
resignation or removal, the Custodian shall transfer and deliver all assets of
the Account and all records relative thereto to the successor Custodian
appointed by the Company, provided such successor Custodian has in writing
accepted this Agreement as it is or may be then amended.
12
Notwithstanding the foregoing, the Custodian is authorized to reserve such sum
of money as it may deem advisable for payment of all of its fees, compensation,
costs and expenses, or for payment of any other liability constituting a charge
on or against the assets of the Account or on or against the Custodian, and
where necessary may liquidate shares in the Account for such payments. Any
balance of such reserve remaining after the payment of all such items shall be
paid over to the successor Custodian.
8.2 Liability for Successor's Acts. Upon its resignation or removal,
the Custodian shall not be liable for the acts or omissions of any successor
Custodian. Upon the transfer of assets of the Account to a successor Custodian,
the resigning or removed Custodian shall be relieved of all further liability
with respect to this Agreement, the Account and the assets thereof.
ARTICLE IX
AMENDMENT AND TERMINATION
9.1 Amendment of Agreement.
(a) The Account Holder, Employer, and Custodian
hereby delegate to the Company the power to amend this
Agreement, including any retroactive amendment necessary
for the purpose of conforming the Agreement to the
requirements of the Code. The Company shall deliver
written notice of any such amendment to the Account
Holder, Custodian and any Employer who is party to this
Agreement.
(b) No amendment to this Agreement shall cause or
permit:
(i) any part of the assets of the
Account to be used for, or diverted to,
purposes other than for the exclusive benefit
of the Employee or Beneficiary, except with
regard to payment of the expenses of the
Custodian and the Company as authorized by the
provisions of this Agreement and except to the
extent required by law;
(ii) the Employee to be deprived of any
accrued benefits under this Agreement unless such
amendment is required for the purpose of conforming
the Agreement to the requirements of any law,
government regulation or ruling; or
(iii) the imposition of any additional duties
or obligations on the Custodian without its
consent.
9.2 Termination of Agreement. This Agreement shall terminate when all
assets in the Account have been distributed or otherwise transferred out of the
Account. Upon completion of such distribution, the Custodian shall be released
from all further liability with respect to all amounts so paid to the extent
permitted by applicable law.
13
ARTICLE X
MISCELLANEOUS
10.1 Retirement Plan Provisions Shall Control. In the event
contributions are being made to the Account pursuant to any retirement plan or
program sponsored by the Employer, to the extent any provisions of this
Agreement are inconsistent with such retirement plan or program, the provisions
of the Employer's retirement plan or program shall control, provided:
(a) such provisions are not contrary to the rules
and regulations under Section 403(b)(7) of the Code; and
(b) such provisions do not impose any additional
responsibilities or duties on the Custodian without its
prior consent. The Employer shall be responsible for
delivering the most recent copy of any such retirement
plan or program to the Custodian.
10.2 ERISA Requirements. If this Agreement is determined to constitute
part of an "employee benefit plan" established or maintained by the Employer
subject to Title I of ERISA, then the Employer shall be solely responsible for
assuring such employee benefit plan complies at all times with the requirements
of Title I of ERISA.
10.3 Exclusive Benefit. The assets of the Account shall not be used
for, or diverted to, purposes other than for the exclusive benefit of the
Employee or his or her Beneficiary. The assets of the Account shall not be
subject to the claims of the creditors of the Employer.
10.4 Nonforfeitability and Nontransferability. The interest of the
Employee in the balance of the Account shall at all times be nonforfeitable and
nontransferable. All rights under this Agreement are enforceable solely by the
Employee or his or her Beneficiary, or any duly authorized representative of the
Employee or Beneficiary.
10.5 Nonalienation. The assets of the Account shall not be subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge, garnishment, execution, or levy of any kind, either
voluntary or involuntary, except with regard to payment of expenses of the
Custodian as authorized by the provisions of the Agreement and except to the
extent required by law.
10.6 Notices. Any notice, accounting, or other communication which the
Custodian may give to the Employer or the Account Holder shall be deemed given
when mailed to the Employee at the latest address which has been furnished to
the Custodian. Any notice or other communication which the Employer or Account
Holder may give to the Custodian shall not become effective until actual receipt
of said notice by the Custodian.
10.7 Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of Missouri, to the extent not preempted by Federal
law. No provision of this Agreement shall be construed to conflict with any
provision of an Internal Revenue Service regulation, ruling, release, or other
order which affects, or could affect, the terms of this Agreement or its
compliance with the requirements of Section 403(b)(7) of the Code.
14
APPLICATION FOR XXXXXX & RYGEL INVESTMENT GROUP
SECTION 403(B)(7) CUSTODIAL ACCOUNT
=====================================================================================================
INSTRUCTIONS:
Please complete Sections 1 through 4 below and send to Xxxxxx & Rygel Investment Group, X.X. Xxx
000000, Xxxxxx Xxxx, XX 00000-0000. This application must be signed by the Employee and the
Employer.
-----------------------------------------------------------------------------------------------------
EMPLOYEE INFORMATION Please print clearly.
-----------------------------------------------------------------------------------------------------
Name
-----------------------------------------------------------------------------------------------------
Home Address: Street
-----------------------------------------------------------------------------------------------------
City State ZIP Code
-----------------------------------------------------------------------------------------------------
Social Security Number Birth Date
( )
-----------------------------------------------------------------------------------------------------
Telephone Number
-----------------------------------------------------------------------------------------------------
Employer's Name
-----------------------------------------------------------------------------------------------------
Employer's Address: Street
-----------------------------------------------------------------------------------------------------
City State ZIP Code
( )
-----------------------------------------------------------------------------------------------------
Contact Name Telephone Number
-----------------------------------------------------------------------------------------------------
INVESTMENT AMOUNTS
Please indicate the type(s) of 403(b)(7) contributions that will be made, and the amount of each
type:
[ ] PAYROLL CONTRIBUTIONS (PER PAY PERIOD): Employee Salary Reduction $_______________ or ______________%
IF PLAN ALLOWS EMPLOYER CONTRIBUTIONS: Employer Contribution $________________ or _____________%
[ ] TRANSFER OR DIRECT ROLLOVER FROM AN EXISTING PLAN: If you are completing a transfer or direct
rollover, please complete the Xxxxxx & Rygel 403(b)(7) Asset Transfer or Direct Rollover
Authorization Form and forward it with this application.
Amount: $___________________________________________
[ ] All of the assets in my account.
[ ] ROLLOVER CONTRIBUTION:
Amount: $___________________________________________
[ ] All of the assets in my account.
=====================================================================================================
XXXXXX & RYGEL INVESTMENT GROUP X.X. Xxx 000000, Xxxxxx Xxxx, XX 00000-0000 o 1-800-5PAYDEN
15
=====================================================================================================
INVESTMENT OF CONTRIBUTIONS
Please choose at least one Fund for your 403(b)(7) investment. Tell us the percentage of your
contribution you wish credited to each Fund. The minimum initial investment is $2,000. Please refer
to Section 4.4 of the Custodial Account Agreement for information regarding exchange privileges.
All proceeds from your investment will be reinvested in the same fund. Please note that Xxxxxx &
Rygel will pay all administrative fees charged by the custodian.
TELEPHONE EXCHANGE:
[ ] Yes, Xxxxxx & Rygel is authorized to accept my telephone instructions for exchanges.
[ ] No, Xxxxxx & Rygel is NOT authorized to accept my telephone instructions for exchanges.
[ ] Limited Maturity Fund $_____________ or ________% [ ] Total Return Fund $____________ or ________%
[ ] International Bond Fund $_____________ or ________% [ ] Short Bond Fund $____________ or ________%
[ ] Growth & Income Fund $_____________ or ________% [ ] Global Balanced Fund $____________ or ________%
[ ] U.S. Treasury Fund $_____________ or ________% [ ] Market Return Fund $____________ or ________%
[ ] International Equity Fund $_____________ or ________% [ ] Intermediate $____________ or ________%
Bond Fund
[ ] Global Short Bond Fund $_____________ or ________% [ ] Investment Quality $____________ or ________%
Bond Fund
[ ] Global Fixed Income Fund $_____________ or ________%
=====================================================================================================
ACCEPTANCE AND CERTIFICATION
(a) EMPLOYEE ACCEPTANCE: I have received, read and hereby agree to the terms and
conditions of the Xxxxxx & Rygel Investment Group Section 403(b)(7) Custodial
Account Agreement and the current prospectus, and certify, under penalties of
perjury, that my Social Security number listed on this application is correct. I
recognize that neither Investors Fiduciary Trust Company nor any mutual fund in
which my 403(b)(7) account may be invested is a bank and that mutual fund shares
are not backed or guaranteed by any bank or insured by the FDIC. I understand I
may designate a beneficiary for my plan assets.
--------------------------------------------------------------------------------
Signature Date
(b) EMPLOYER ACCEPTANCE: The Employer named above has received, read and hereby
agrees to the terms and conditions of the Xxxxxx & Rygel Investment Group
403(b)(7) Custodial Account Agreement and the current prospectus, and certifies
that it is an educational institution or tax-exempt organization described in
section 403(b)(1)(A) of the Internal Revenue Code.
--------------------------------------------------------------------------------
Authorized Signature Title Date Employer TIN
(a) CUSTODIAN ACCEPTANCE: Investors Fiduciary Trust Company hereby accepts its
appointment as Custodian under the Xxxxxx & Rygel Investment Group Section
403(b)(7) Custodial Account Agreement for the benefit of the Employee named
above, and hereby agrees to the terms and conditions of such Agreement.
Accepted by: INVESTORS FIDUCIARY TRUST COMPANY
16
ASSET TRANSFER OR DIRECT ROLLOVER AUTHORIZATION FORM FOR XXXXXX & RYGEL
INVESTMENT GROUP SECTION 403(B)(7) CUSTODIAL ACCOUNT
================================================================================
INSTRUCTIONS:
Please complete and send this form to Xxxxxx & Rygel Investment Group, X.X. Xxx
000000, Xxxxxx Xxxx, XX 00000-0000. Upon receipt, Xxxxxx & Rygel Investment
Group will arrange for the transfer on your behalf, and the assets will be
invested in your Xxxxxx & Rygel Investment Group Section 403(b)(7) Custodial
Account when received by Investors Fiduciary Trust Company. Please note that
your Custodian may require a signature guarantee. Failure to secure proper
signature could delay your transfer or direct rollover. If you are making a
transfer or direct rollover to a new account, please indicate on the
application. Please check with your tax advisor about rules relating to 403(b)
transfers or direct rollovers.
=====================================================================================================
EMPLOYEE INFORMATION Please print clearly.
-----------------------------------------------------------------------------------------------------
Name
-----------------------------------------------------------------------------------------------------
Home Address: Street
-----------------------------------------------------------------------------------------------------
City State ZIP Code
-----------------------------------------------------------------------------------------------------
Social Security Number Birth Date
=====================================================================================================
EXISTING ANNUITY/CUSTODIAL ACCOUNT INFORMATION (Where your account is presently held.)
-----------------------------------------------------------------------------------------------------
Name of Insurer or Custodian Contract/Account Number
-----------------------------------------------------------------------------------------------------
Mailing Address: Street
-----------------------------------------------------------------------------------------------------
City State ZIP Code
=====================================================================================================
TRANSFER (OR DIRECT ROLLOVER) INSTRUCTIONS
Transfer all or part of my existing account as follows:
[ ] Transfer from a Section 403(b) Annuity Contract or Section 403(b)(7) Custodial Account
[ ] Direct Rollover from a Section 403(b) Annuity Contract or Section 403(b)(7) Custodial Account
[ ] $---------------------
or [ ] the entire balance
=====================================================================================================
INVESTMENT INSTRUCTIONS (to Xxxxxx & Rygel Investment Group)
Indicate fund name as well as asset allocation (investment amount or percentage).
[ ] Limited Maturity Fund [ ] Total Return Fund [ ] International Bond Fund
$_________________ or ________% $_________________ or ________% $_________________ or ________%
[ ] Short Bond Fund [ ] Growth & Income Fund [ ] Global Balanced Fund
$_________________ or ________% $_________________ or ________% $_________________ or ________%
[ ] U.S. Treasury Fund [ ] Market Return Fund [ ] International Equity Fund
$_________________ or ________% $_________________ or ________% $_________________ or ________%
[ ] Intermediate Bond Fund [ ] Global Short Bond Fund
$_________________ or ________% $_________________ or ________%
[ ] Investment Quality Bond Fund [ ] Global Fixed Income Fund
$_________________ or ________% $_________________ or ________%
=====================================================================================================
XXXXXX & RYGEL INVESTMENT GROUP X.X. Xxx 000000, Xxxxxx Xxxx, XX 00000-0000 o 1-800-5PAYDEN
17
================================================================================
TRANSFER AGREEMENT AND AUTHORIZATION
(a) The above-named individual hereby irrevocably agrees to surrender his or
her entire interest in the Section 403(b) annuity contract or Section
403(b)(7) custodial account identified above to the issuing insurer or
custodian thereof for purposes of having the proceeds received by the
insurer or custodian upon surrender transferred directly to Xxxxxx & Rygel
Investment Group for immediate deposit in a Xxxxxx & Rygel Investment
Group Section 403(b)(7) Custodial Account established on behalf of the
individual. The above-named individual certifies, under penalties of
perjury, that no amounts transferred are subject to distribution
restriction under the Employee Retirement Income Security Act of 1974, as
amended.(1)
(b) The above-named individual hereby authorizes Xxxxxx & Rygel Investment
Group to take whatever action is necessary to effect the transfer
identified in (a) above, and directs Xxxxxx & Rygel Investment Group to
deposit the proceeds received in the Xxxxxx & Rygel Investment Group
Section 403(b)(7) Custodial Account established on behalf of the
individual.
================================================================================
AUTHORIZATION AND ACCEPTANCE
(a) Individual Acceptance: I hereby agree to the terms and conditions set
forth in this Asset Transfer Authorization, and acknowledge having
established a Xxxxxx & Rygel Investment Group 403(b)(7) Custodial Account
through execution of an Application for Xxxxxx & Rygel Investment Group
Section 403(b)(7) Custodial Account.
SIGNATURE: DATE:
----------------------------------- ------------------------------
SIGNATURE GUARANTEE: Your current trustee or custodian may require your
signature to be guaranteed. Contact them for signature requirements.
Signature guarantee must be provided by a bank, member of a national
securities exchange, savings and loan association, credit union, broker or
other acceptable financial institution. A notary public cannot provide a
signature guarantee.
SIGNATURE GUARANTEED: PLACE GUARANTEED STAMP HERE
By: _______________________________
INSTITUTION
By: _______________________________
AUTHORIZED SIGNER'S NAME AND TITLE
(b) CUSTODIAN ACCEPTANCE: Investors Fiduciary Trust Company hereby agrees to
accept the transfer described above and upon receipt will deposit the
proceeds in the Xxxxxx & Rygel 403(b)(7) Custodial Account established on
behalf of the individual.
ACCEPTED BY: INVESTORS FIDUCIARY TRUST COMPANY
(1) Note that such restrictions will apply if your Employer is not a
governmental unit or church and made contributions, other than voluntary salary
reduction contributions, to your 403(b)(7) annuity contract or 403(b)(7)
custodial account.
18
SALARY REDUCTION AGREEMENT FOR
XXXXXX & RYGEL INVESTMENT GROUP SECTION 403(B)(7) CUSTODIAL ACCOUNT
================================================================================
INSTRUCTIONS: This form is provided for use only where no similar form is
available from the Employer. Copies of this form should be retained by the
Employee and the Employer.
=====================================================================================================
EMPLOYEE INFORMATION Please print clearly.
-----------------------------------------------------------------------------------------------------
Name
-----------------------------------------------------------------------------------------------------
Home Address: Street
-----------------------------------------------------------------------------------------------------
City State ZIP Code
-----------------------------------------------------------------------------------------------------
Social Security Number Birth Date
-----------------------------------------------------------------------------------------------------
EMPLOYER INFORMATION:
-----------------------------------------------------------------------------------------------------
Employer's Name
-----------------------------------------------------------------------------------------------------
Address
-----------------------------------------------------------------------------------------------------
City State ZIP Code
( )
-----------------------------------------------------------------------------------------------------
Contact Name Telephone Number
=====================================================================================================
SALARY REDUCTION AGREEMENT:
(i) The Employee identified above hereby irrevocably agrees to reduce his or her compensation from
the Employer by $________________, or by _______%, for each regular period beginning
________________, 19_____, for purposes of having such reduced compensation amounts contributed by
the Employer as salary reduction contributions to the Xxxxxx & Rygel Investment Group Section
403(b)(7) Custodial Account established on behalf of the Employee.
(ii) All such salary reduction contributions shall be forwarded by the Employer to: Xxxxxx &
Rygel Investment Group, X.X. Xxx 000000, Xxxxxx Xxxx, XX 00000-0000.
(iii) This Salary Reduction Agreement will be effective only with respect to compensation not yet
earned by the Employee, and not with respect to compensation already earned by the Employee, on the
date this Salary Reduction Agreement is signed. This Salary Reduction Agreement is binding and
irrevocable with respect to compensation earned by the Employee while it is in effect. The
Employer or the Employee may terminate this Salary Reduction Agreement at any time with respect to
compensation not yet earned by the Employee at the date of termination, by giving written notice to
the other party. After termination of this Salary Reduction Agreement, the Employee may enter a
new Salary Reduction Agreement with the Employer (with the same or a different salary reduction
amount). The Employee may modify the amount of salary reduction elected in (i) above at any time
by entering into a new Salary Reduction Agreement with Employer specifying the new salary reduction
amount. Notwithstanding the preceding, the Employer may impose reasonable limits on the frequency
with which the Employee may terminate, reinstate, or modify a Salary Reduction Agreement. Any
termination, reinstatement or modification will relate only to compensation not yet earned and not to
compensation already earned, by the Employee as of the effective date of such termination, reinstatement
or modification.
(iv) The Employee shall be solely responsible for determining that any salary reduction
contributions pursuant to this Agreement do not exceed the exclusion allowance limitations of
Section 403(b)(2) of the Internal Revenue Code, the annual additions limitations of Section 415(c)
of the Internal Revenue Code, or the limits on elective deferrals of Section 402(g) of the Internal
Revenue Code.
=====================================================================================================
ACCEPTANCE:
-----------------------------------------------------------------------------------------------------
Employee Signature Date
-----------------------------------------------------------------------------------------------------
Employer Authorized Signature Title Date
=====================================================================================================
XXXXXX & RYGEL INVESTMENT GROUP X.X. Xxx 000000, Xxxxxx Xxxx, XX 00000-0000 o 1-800-5PAYDEN
19
CUSTODIAL ACCOUNT BENEFICIARY DESIGNATION FORM (OPTIONAL)
===============================================================================
INSTRUCTIONS: You may specify one or more persons to receive any benefits that
may become payable on account of your death. If a primary beneficiary(ies)
survives you, payment will be made to your primary beneficiary(ies); if not,
payment will be made to your surviving secondary beneficiary(ies). If you are
not survived by any primary or secondary beneficiary(ies), payment will be made
to your surviving spouse or, if none, your estate. This form is not valid unless
it is received by Investors Fiduciary Trust Company prior to your death. You may
revoke this form and designate a different beneficiary by completing and filing
another Beneficiary Designation Form.
--------------------------------------------------------------------------------
PRIMARY BENEFICIARY
I hereby designate as my primary beneficiary the person or persons listed below
who survive me. If more than one person is listed, benefits shall be divided
according to the percentage indicated. If no percentage is indicated, I intend
that all of the persons listed below who survive me shall receive equal
portions.
--------------------------------------------------------------------------------
NAME Relationship
--------------------------------------------------------------------------------
Social Security Number Percentage Birth Date
--------------------------------------------------------------------------------
NAME Relationship
--------------------------------------------------------------------------------
Social Security Number Percentage Birth Date
--------------------------------------------------------------------------------
SECONDARY BENEFICIARY(IES)
If no primary beneficiary survives me, I hereby designate as my beneficiary the
person or persons listed below who survive me. If more than one person is
listed, benefits shall be divided according to the percentage indicated. If no
percentage is indicated, I intend that all of the persons listed who survive me
shall receive equal portions.
Secondary Beneficiary(ies) (in the event your Primary Beneficiaries predecease
you)
--------------------------------------------------------------------------------
NAME Relationship
--------------------------------------------------------------------------------
Social Security Number Percentage Birth Date
--------------------------------------------------------------------------------
NAME Relationship
--------------------------------------------------------------------------------
Social Security Number Percentage Birth Date
--------------------------------------------------------------------------------
SPOUSAL CONSENT
If your 403(b) plan is subject to ERISA (for example, if your employer is not a
government unit or church and makes contributions) and if you do not specify
your spouse as your sole beneficiary, your spouse must sign the consent portion
of this form, in the presence of a notary or the Plan Administrator. In
addition, this section should be reviewed if either the custodial account or the
residence of the accountholder is located in a community or marital property
state and you are married and you are designating a beneficiary other than your
spouse. It is your responsibility to determine if this section applies. You may
need to consult with legal counsel. Neither the Custodian or the Sponsor will be
liable for any consequences of a failure of the participant to provide proper
spousal consent.
I hereby consent to the designation of the beneficiary or beneficiaries listed
above. I understand that by giving this consent, I am allowing the
beneficiary(ies) listed above to be paid amounts which otherwise would be paid
to me.
--------------------------------------------------------------------------------
Signed (Participant's Spouse) Date
--------------------------------------------------------------------------------
Witness Title
--------------------------------------------------------------------------------
SIGNATURE
--------------------------------------------------------------------------------
Signed (Participant) Date
================================================================================
XXXXXX & RYGEL INVESTMENT GROUP X.X. Xxx 000000, Xxxxxx Xxxx, XX
00000-0000 o 1-800-5PAYDEN
