HomeMy WebLinkAboutCity of Tamarac Resolution R-2014-020Temp. Reso. # 12457
February 14, 2014
Page 1
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2014- 0 'Q
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA,
AUTHORIZING THE APPROPRIATE CITY
OFFICIALS TO EXECUTE AGREEMENTS WITH
ING LIFE INSURANCE AND ANNUITY COMPANY
TO PROVIDE A 457 DEFERRED COMPENSATION
PLAN AND A 401(A) RETIREMENT PLAN,
ADOPTING PLAN DOCUMENTS; PROVIDING
FOR CONFLICTS; PROVIDING FOR
SEVERABILITY; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City of Tamarac ("City") currently has a 457 Deferred
Compensation Plan
and a 401(a) Retirement Plan available
to City
employees
through multiple
companies including the International
City
Manager's
Association Retirement Corporation (ICMA-RC), AXA Equitable, Nationwide and
ING; and
WHEREAS, in August, 2013 the City through its advisor, SageView
Advisory Group, solicited proposals in the market in order to improve these City
programs, including reducing
fees/costs to employees,
improving portfolio
lineup
and investment options,
and consolidating the
programs under
one
trustee/vendor; and
Temp. Reso. # 12457
February 14, 2014
Page 2
WHEREAS,
the
City Manager appointed
a Committee of
employees
representing both
the
Federation of Public
Employees (FPE)
and the
International Association of Firefighters (IAFF), and other employees
representing a variety of employee groups, to review the proposals and make
recommendations; and
WHEREAS, SageView Advisors and the City received and analyzed eight
(8) proposals, and the four -top ranked proposals were further reviewed by the
Review Committee. All parties interviewed company representatives and
conducted detailed references for the four finalists and the Review Committee
unanimously identified ING Life Insurance and Annuity Company ("ING") as the
firm best qualified to provide the desired services to the City and its employees
and plan participants; and
WHEREAS, the transition requires the adoption of a new 457 Deferred
Compensation Plan document and a new 401(A) Retirement Plan document; and
WHEREAS, ING has agreed to serve as the exclusive, successor Trustee
to both of these plans; and
Temp. Reso. #12457
February 14, 2014
Page 3
WHEREAS, the City Manager, the Director of Financial Services and the
Director of Human Resources recommend the approval and execution of the
Agreements with ING; and
WHEREAS, the City Commission has deemed it to be in the best interest
of the citizens and residents of the City of Tamarac to approve and execute the
Agreements with ING as the firm selected to administer the City's 457 Deferred
Compensation and 401(a) Retirement Plans.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
OF THE CITY OF TAMARAC, FLORIDA:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this
Resolution.
SECTION 2: That ING
National
Trust
is
hereby appointed
exclusive successor Trustee
of the
City
of
Tamarac 457
as the
Deferred
Compensation Plan and 401(a) Retirement Plan, effective May 1, 2014, or as
soon thereafter as assets are received from the current Trustees.
Temp. Reso. #12457
February 14, 2014
Page 4
SECTION 3: That the
appropriate City
officials are
hereby authorized to
execute the Agreements
with ING Life
Insurance &
Annuity Company,
substantially in the form attached hereto as Exhibit A and Exhibit B, and
incorporated herein, and to undertake such acts as are necessary to implement
the foregoing resolutions, subject to final review and approval by the City
Manager and City Attorney.
SECTION 4: That the appropriate City officials hereby adopt a new 457
Deferred Compensation Plan document and a new 401(A) Retirement Plan
document, substantially in the form attached hereto as Exhibits C and D, and
incorporated herein, subject to final review and approval by the City Manager and
City Attorney.
SECTION 5: The City of Tamarac hereby expressly authorizes
participation in said Plans and Trusts and hereby authorizes the administration
of said Plans.
SECTION 6: All resolutions or parts of resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
SECTION 7: If any clause, section, other part of application of this
Resolution is held by any court of competent jurisdiction to be unconstitutional
0
Temp. Reso. #12457
February 14, 2014
Page 5
or invalid, in part or in application, it shall not affect the validity of the remaining
portions or applications of this Resolution.
SECTION 8: This Resolution shall become effective immediately upon its
passage and adoption.
PASSED, ADOPTED AND APPROVEI
2014.
ATTEST:
WI`
PATRICIA TEUFEI�, CIVIC
CITY CLERK
HEREBY CERTIFY THAT I HAVE
APPROVED THIS RESOLUTION
AS Tor FORM
En
SAMU�L S. GORE
CITY ATTORNEY
�N-)) x 1*
HARRY DRESSLER
MAYOR
RECORD OF COMMISSION VOTE:
MAYOR DRESSLER
DIST 1: COMM. BUSHNE
DIST 2: VICE MAYOR GON
DIST 3: COMM. GLASSEF
LW151 i n
Plan Name
IRC SECTION 457 CUSTODIAL ACCOUNT AGREEMENT
THIS CUSTODIAL ACCOUNT AGREEMENT
20 between (the "Employer") in its
responsible under state or local law for maintaining the
"Custodian").
(the "Agreement"), effective as of the day of
rapacity employer and as the party authorized and
(the "Plan") and ING National Trust (the
WITNESSETH:
WHEREAS, the Employer has adopted and maintains the Plan in accordance with the requirements of
Section 457(b) of the Internal Revenue Code of 1986, as amended ("Code"), for the benefit of the employees therein
described; and
WHEREAS, Section 457(g)(3) of the Code provides that custodial accounts described in Section 401(f) of
the .Code. shall be treated as trusts pursuant to that section; and
WHEREAS, the Employer has established or desires to establish a custodial account in accordance with
Section 457(g) and Section 401(f) of the Code constituting a part of the Plan, pursuant to which assets are held to
provide for the funding of and payment of benefits under the Plan; and
WHEREAS, the Employer has the power and authority to manage and control the assets of the Plan; and
WHEREAS, the Employer has engaged ING Life Insurance and Annuity Company ("ILIAC") to provide
recordkeeping services to the Plan; and
WHEREAS, the Employer wishes to appoint the Custodian as custodian of the Plan and the Custodian's
agent ILIAC (collectively referred to herein as the "Custodian"), in accordance with the terms and conditions of this
Agreement.
NOW, THEREFORE, the Employer on behalf of the Plan and the Custodian, each intending to be legally
bound, agree as follows:
SECTION 1 - ESTABLISHMENT AND OPERATION OF CUSTODY ACCOUNT
1.1 Appointment and Acceptance of Custodian/Affiliates. The Employer hereby establishes with the
Custodian a custodial account consisting of such sums of money and such other property acceptable to the Custodian
as shall from time to time be paid or delivered to the Custodian, and hereby appoints the Custodian as custodian with
respect to the assets held pursuant to this Agreement as such assets shall exist from time to time (the "Account").
The Account shall not include any property or asset other than the assets delivered to and accepted by the Custodian
from time to time. The Custodian shall have no responsibility for any property until it is received and accepted by
the Custodian, or for any property of the Plan not delivered to the Custodian and accepted by the Custodian to be a
part of the Account. The Custodian hereby accepts its appointment, acknowledges that it assumes the duties
established by this Agreement, and agrees to be bound by the terms contained herein. The Employer hereby
acknowledges that ILIAC is an affiliate of the Custodian and acts on its behalf as the Custodian's agent for the
purpose of carrying out the Custodian's responsibilities under this Agreement.
1.2 Custodian Responsibilities. The Custodian shall receive and hold the assets on behalf of Plan
participants and beneficiaries in accordance with the terms of this Agreement. The duties of the Custodian
hereunder as custodian shall be to act solely in accordance with the instructions of the Employer or Authorized
Parties in accordance with Sections 2.2 and 2.3 of this Agreement ("Authorized Instructions"). Nothing in this
Agreement is intended to give the Custodian any discretionary responsibility, authority or control with respect to the
management or administration of the Plan or the management of the assets of the Plan. Further, the Custodian is not
a party to the Plan and has no duties or responsibilities other than those that may be expressly contained in this
Agreement, In any case in which a provision of this Agreement conflicts with any provision in the Plan, this
Agreement shall control.
Irc 457(b) Custodial Account Agreement SPECIMEN July_3 2013.doc
1.3 Exclusive Benefit. Except as
may
be permitted by law,
by the terms of the Plan, or by this
Agreement, at no time prior to the satisfaction of all
liabilities with respect
to participants and their beneficiaries
under the Plan shall any part of the Account be
used for or diverted to any
purpose other than for the exclusive
benefit of the participants and their beneficiaries.
The
assets of the Account shall be held for the exclusive purposes
of providing benefits to participants of the Plan
and
their beneficiaries and
defraying the reasonable expenses of
administering
the Plan
and the
Custody
Account.
1.4 Limitation of Liability, . Neither the Custodian nor its agents shall be liable for any acts or
omissions of another person other than the negligent acts or omissions of its own employees and agents. The
Custodian shall not be responsible for the title, validity or genuineness of any asset or any Loan Document received
by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request,
direction, instruction, consent, certification or other instrument believed by it to be genuine and delivered by the
proper party or parries.
1.5 Contributions. The Custodian shall receive contributions or other amounts for deposit to the Plan
that are delivered to the Custodian or its designated agent for deposit to or for the benefit of the Plan. In accordance
with Authorized Instructions, the Custodian shall transmit contributions received for the purpose of settling the
Plan's investment transactions. The Employer shall have sole duty and responsibility for the determination of the
accuracy or sufficiency of the contributions to be made under the Plan and for the transmittal of contributions or
other amounts to the Plan. The Custodian shall have no duty or responsibility (a) to determine the amounts to be
contributed to or transferred to the Plan or on behalf of the participants of the Plan, (b) to collect any contributions
or transfers to the Plan or to enforce the collection of any such contributions or transfers, or (c) for the adequacy of
amounts deposited to the Fund to meet and discharge any of the Plan's liabilities.
1.6 Return of Contributions. Notwithstanding any other provision of this Agreement (a) contributions
made by the Employer based upon mistake of fact may be returned to the Employer. The Custodian shall return
contributions under this Section 1.6 only in accordance with Authorized Instructions and the Custodian shall have no
duty to determine whether the return of such contributions is permitted under this Section 1.6 and the Plan.
1.7 Distributions. The Custodian shall make distributions and disbursements from the Account solely
in accordance with Authorized Instructions. The Custodian shall not have any responsibility or duty under this
Agreement to see to the proper application of any payment, to determine the tax effect of any payment, or to
determine whether a distribution or disbursement to any person paid in accordance with Authorized Instructions is
appropriate under the terms of the Plan and applicable law.
1.8 Compliance with Law. The Account is intended to be tax-exempt under Section 501(a) of the
Code and this Agreement is intended to comply with Section 457(g) of the Code. The Employer represents that it
intends that the Plan constitute an eligible deferred compensation plan under Section 457(b) and Section 414(d) of
the Code. The Employer agrees to immediately notify the Custodian if the Plan ceases to be so eligible.
SECTION 2 — AUTHORITIES
2.1 Authority to Execute Agreement. The Employer hereby certifies that it has the power and
authority to enter into this Agreement on behalf of the Plan. The person(s) signing below on behalf of the Employer
as Authorized Parties warrant, as individuals, that each is an authorized to act on behalf of the Employer all
signatures are genuine and the persons indicated are authorized to sign.
2.2 Authorized Parties. The Employer shall concurrently with the execution of this Agreement,
furnish the Custodian with a written list of the names, signatures, and extent of authority of all persons authorized to
direct the Custodian and otherwise act on behalf of the Employer under the terms of this Agreement as "Authorized
Parties." Such persons designated by the Employer to act on its behalf hereunder are "Authorized Parties". The
Custodian shall be entitled to rely on and shall be fully protected in acting upon directions, instructions, and any
information provided by an Authorized Party until notified in writing by the Employer of a change of the identity or
extent of authority of an Authorized Party.
w2 •
2.3 Authorized Instructions. All directions and instructions to the Custodian from an Authorized
Party ("Authorized Instructions") shall be in writing, transmitted by mail (including electronic mail) or by facsimile.
The Custodian shall be entitled to rely on and shall be fully protected in acting in accordance with all such directions
and instructions which it reasonably believes to have been given by an Authorized Party and in failing to act in the
absence thereof.
SECTION 3 - POWERS AND DUTIES
3.1 General Powers and Duties of Custodian. In administering the Account, the Custodian shall be
specifically authorized to:
(a) In accordance with Authorized Instructions, receive, hold and maintain custody of, and disburse
assets held in the Account;
(b) Hold securities or other assets in book entry form or through another agent or nominee, including
without limitation in an omnibus account arrangement, provided that the Custodian's records indicate that such
securities or other property are held for the exclusive benefit of the Plan and its participants and beneficiaries;
(c) Make distributions and disbursements from the Account and carry out related tax withholding
remittance and reporting obligations under Federal, state and local law;
(d) Appoint domestic agents, sub -trustees, sub -custodians or depositories (including affiliates of the
Custodian) as to part or all of the Account, except that the indicia of ownership of any asset of the Account shall not
be held outside the jurisdiction of the District Courts of the United States;
(e) Collect income payable to and dividends or other distributions due to the Account and sign on
behalf of the Plan any declarations, affidavits, and certificates of ownership required to collect income and principal
payments;
(f) Collect proceeds frorn assets of the Account that may mature or be called;
(g) Until Authorized Instructions are received, hold the assets of the Account uninvested, or invest the
assets of the Account in bank accounts of any bank, and the Custodian may retain any earnings on such deposits as
part of its compensation for services hereunder;
(h) Submit or cause to be submitted to the Employer all information received by the Custodian
regarding ownership rights pertaining to property held in the Account;
(i) Exercise all voting rights relating to securities held in the Account as directed by the Employer;
provided that, with respect to securities allocated to the accounts of Plan participants, unless otherwise directed by
the Employer in writing, the Custodian shall cause to be mailed to each Plan participant who has shares of such
securities credited to his or her account a copy of the notice and all proxy solicitation materials together with a
voting instruction form for return to the Custodian or its designee, and the Custodian shall vote the shares as directed
by each participant and shall not vote shares for which it has not received instructions from a participant. Unless the
Employer instructs the Custodian to vote shares not voted by participants, the Custodian shall not be liable and shall
be held harmless for not voting such shares.
0) Commence or defend suits or legal proceedings and represent the Account in all suits or legal
proceedings in any court or before any other body or tribunal as the Custodian shall deem necessary to protect the
Account provided, however, that the Custodian shall not be obligated to do so unless it has been indemnified by the
Employer and the Plan against all expenses and liabilities sustained in connection with such action;
(k) Employ suitable agents and legal counsel and, as part of its reimbursable expenses under this
Agreement, pay their reasonable compensation and expenses. The Custodian shall be entitled to rely on and may act
upon advice of counsel on all matters, and, if the use of such counsel is authorized by the Employer, the Custodian
shall be without liability for any action reasonably taken or omitted pursuant to such advice;
-3-
(1) Make, execute and deliver any and all documents, agreements or other instruments in writing as is
necessary or desirable for the accomplishment of any of the powers and duties in this Agreement; and
(m) Retain and engage one or more affiliates of the Custodian to perform, at no additional cost to the
Plan, the duties and responsibilities of the Custodian; and
(n) Generally take any action, whether or not expressly authorized, which the Custodian may deem
necessary or desirable for the fulfillment of its duties hereunder.
SECTION 4 - INVESTMENT OF THE ACCOUNT
4.1 Investment of the Account. The assets of the Account shall be invested and reinvested among the
investments selected by the Employer. The Employer shall have sole responsibility for the investment and
reinvestment of the assets of the Account, except to the extent that the Plan permits participants to provide
investment direction to the Plan's recordkeeper with respect to the investment of their individual accounts among
investment options selected by the Employer. The Custodian shall have no duty or responsibility for (i) selecting or
providing advice with respect to the selection of any investment options offered under the Plan, (ii) determining or
reviewing any securities or other property purchased for or held by the Plan, or (iil) providing advice with respect to
the purchase, retention, redemption, or sale of any securities or other property for the Plan.
SECTION 5 - REPORTING AND RECORDKEEPING
5.1 Records and Reports. The Custodian shall keep accurate records of all assets and Loan Documents
delivered to and from the Account for at least six years following the date of such transaction. The Custodian shall
provide a report of the assets of the Account including the Loan _Documents held in the Account to the Employer
from time to time, but at least annually. The Custodian may rely on the fair market value of the property of the
Account as reported to it by authorized parties shall be fully protected in relying on such values.
5.2 Review of Reports. If, within ninety (90) days after the Custodian mails to the Employer a
statement with respect to the Account, the Employer has not given the Custodian written notice of any exception or
objection thereto, the statement shall be deemed to have been approved and, in such case, the Custodian shall not be
liable for any matters in such statements. The Employer or its agent, upon giving prior written notice to the
Custodian, shall have the right at its own expense to inspect the Custodian's books and records directly relating to
the Account during normal business hours. Custodian shall be reimbursed its actual costs for making such books
and records available for inspection.
5.3 Non -Account Assets. The duties of the Custodian shall be limited to the assets held in the
Account, and the Custodian shall have no duties with respect to property or assets held by any other person
including, without limitation, any trustee or other custodian for the Plan. The Employer hereby agrees that the
Custodian shall not serve as, and shall not be deemed to be, a co -trustee or co -custodian under the circumstances,
and shall have no co -fiduciary liability for any other person, trustee, custodian or other entity.
SECTION 6 - COMPENSATION, EXPENSES, TAXES. INDEMNIFICATION
(a) Compensation. The Custodian shall be entitled to compensation for services under this
Agreement as set forth in Exhibit A and as otherwise provided for in this Agreement. The Employer acknowledges
that the Custodian may increase the amount of compensation on an annual basis with sixty (60) days' prior written
notice to the Employer.
(b) Interest on Uninvested Cash. The Custodian shall also be entitled to receive as part of its
compensation any amounts earned under Section 3.1(f) related to earnings on deposits. Such earnings shall include
earnings on uninvested cash related to Plan contributions and earnings on uninvested cash pending distribution, or
earnings on cash otherwise held uninvested as directed by Employer.
-4-
(c) Authorization. The Custodian shall also be authorized to charge and collect expenses incurred by
it in the discharge of its duties under this Agreement in accordance with Section 3.1. The Custodian is authorized to
charge and collect from the Account any and all such fees and expenses, unless the Employer objects within 30 days
of receiving notice of the Trustee's intent to collect its fees and expenses from the Account.
6.2 Tax Obli ations. To the extent an Authorized Party has provided necessary information to the
Custodian, the Custodian may use reasonable efforts to assist such Authorized Party to notify the Employer of any
responsibility for payment of taxes, withholding, certification and reporting requirements, claims for exemptions or
refund, interest, penalties and other related expenses of the Account ("Tax Obligations"). Notwithstanding the
foregoing, the Custodian shall not have any responsibility or liability for any Tax Obligations now or hereafter
imposed on the Employer or the Account by any taxing authorities, domestic or as foreign, except provided b
g p p Y
applicable law. To the extent the Custodian is responsible under any applicable law for payment of any Tax
Obligation on behalf of the Account, the Employer shall cause the appropriate Authorized Party to inform the
Custodian of all Tax Obligations, shall direct the Custodian with respect to the performance of such Tax
Obligations, and shall provide the Custodian with all information required by the Custodian to meet such Tax
Obligations.
6.3 Indemnification. The Employer, and to the extent permitted by law, the Plan, shall indemnify and
hold harmless the Custodian from all claims, liabilities, losses, damages and expenses, including reasonable
attorney's fees and expenses (including Tax Obligations) incurred by the Custodian in connection with this
Agreement, except as a result of the Custodian's own negligence or willful misconduct.
6.4 Force Majeure. The Custodian shall not be responsible or liable for any losses to the Account
resulting from nationalization, expropriation, devaluation, seizure, or similar action by any governmental authority,
de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of
currency restrictions, exchange controls, levies or other charges affecting the Account's property; or acts of war,
terrorism, insurrection or revolution; or acts of God; or any other similar event beyond the control of the Custodian
or its agents.
6.5 Survival. This Section Six (6) shall survive the termination of this Agreement.
SECTION 7 - AMENDMENT, TERMINATION. RESIGNATION, REMOVAL
7.1 Amendment. The Custodian may amend this Agreement as necessary to comply with the
provisions of applicable law and regulations. The Custodian shall deliver written notice of any such amendment to
the Named Fiduciary. Other amendments may be made by written agreement signed by the parties hereto.
7.2 Removal or Resi nation of Custodian. The Custodian may be removed with respect to all or part
of the Account upon receipt of sixty (60) days' written notice from the Employer. The Custodian may resign as
custodian hereunder upon sixty (60) days' written notice delivered to the Employer. In the event of such removal or
resignation, the successor custodian will be appointed by the Employer, and the retiring custodian shall transfer the
Account, less such amounts as may be reasonable and necessary to cover its compensation and direct expenses
including but not limited to, a pro-rata share of the fees described in Section 6.1. In the event the Employer fails to
appoint a successor custodian within sixty (60) days of receipt of written notice of resignation, the Custodian
reserves the right to seek the appointment of a successor custodian from a court of competent jurisdiction. The
Employer shall indemnify the Custodian from any costs incurred by the Custodian in seeking such appointment.
The Custodian shall have no duties, responsibilities or liability with respect to the acts or omissions of any successor
custodian.
7.3 Mer er or Consolidation of Custodian. Any entity into which the Custodian may be merged or
with which it may be consolidated, or any entity resulting from any merger or consolidation to which the Custodian
is a party, or any entity succeeding to the custody business of the Custodian, shall become the successor of the
Custodian hereunder, without the execution or filing of any instrument or the performance of any further act on the
part of the parties hereto.
-5-
7.4 Plan Termination. Upon termination of the Plan, the Custodian shall distribute all assets then
constituting the Account, less any fees and expenses payable from the Account, pursuant to the instructions of the
Employer. The Custodian shall be entitled to assume that such distributions are in full compliance with and not in
violation of the terms of the Plan or any applicable law.
7.5 Property Not Transferred. The Custodian reserves the right to retain such property as is not
suitable for distribution or transfer at the time of the termination of the Plan or this Agreement and shall hold such
property for the benefit of those persons or other entities entitled to such property until such time as the Custodian is
able to distribute or transfer such property. The Employer shall indemnify the Custodian from any costs incurred by
the Custodian for retaining the property until it can be distributed or transferred. Upon the appointment and
acceptance of a successor custodian, the Custodian's sole duties shall be those of a custodian with respect to the
property not transferred.
SECTION 8 - ADDITIONAL PROVISIONS
8.1 Assignment or Alienation. Except as may be provided by law, the Account shall not be subject to
any form of attachment, garnishment, sequestration or other actions of collection afforded creditors of the Employer,
participants or beneficiaries under the Plan. The Custodian shall not recognize any assignment or alienation of
benefits unless an Authorized Instruction is received.
8.2
Governing Law.
This Agreement shall be construed
in accordance with and governed by the laws
of the state of the
Employer
but the
assets of
the
Account shall be held
in the State of Connecticut.
8.3 Necessary Parties. The Custodian reserves the right to seek a judicial or administrative
determination as to its proper course of action under this Agreement. Nothing contained herein will be construed or
interpreted to deny the Custodian or the Employer the right to have the Custodian's account judicially determined.
To the extent permitted by law, only the Custodian and the Employer shall be necessary parties in any application to
the courts for an interpretation of this Agreement or for an accounting by the Custodian, and no participant under the
Plan or other person having an interest in the Account shall be entitled to any notice or service of process. Any final
judgment entered in such an action or proceeding shall, to the extent permitted by law, be conclusive upon all
persons. The Employer shall indemnify the Custodian for any costs incurred by the Custodian in seeking such
judgment.
8.4 Notices. All notices and other communications hereunder shall be in writing and shall be
sufficient if delivered by hand or if sent by telefax or mail (including electronic mail), postage prepaid, addressed:
(a) if to the Custodian:
Molly Garrett
Vice President
ING Life Insurance and Annuity Company
One Orange Way, C3N
Windsor, Connecticut 06095-4774
With copy to:
J. Denise Jackson
President
ING National Trust
One Orange Way, C4R
Windsor, Connecticut 06095-4774
-b-
(b) If to the Employer:
The parties may, by like notice, designate any future or different address to which subsequent notices shall be sent.
Any notice shall be deemed given when received.
8.5 No Third Party Beneficiaries. The provisions of this Agreement are intended to benefit only the
parties hereto, their respective successors and assigns, and participants and their beneficiaries under the Plan. There
are no other third party beneficiaries.
8.6 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and said counterparts shall constitute but one and the same instrument and may
be sufficiently evidenced by one counterpart.
8.7 Shareholder Communication. Until such time as the Trustee receives a written notice to the contrary
with respect to a particular security, the Trustee may release the identity and the address of the Trust to the security
issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific
purpose of the direct communication between such security issuer and shareholder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the effective date set
forth above.
Name of Employer
By:
Name:
Title:
ING National Trust
By.
Name:
Title:
w��
EXHIBIT A
FEES
In consideration for services rendered according to the terms of this Agreement, the Custodian shall
be paid according to the following fee schedule:
$75 o for each calendar year:
No explicit charge to the plan. Included as part of
compensation received by ILIAC for its performance of
recordkeeping services
-$-
INCUMBENCY CERTIFICATE — AUTHORIZED PARTIES
, (the "Employer") hereby certifies that the persons whose names appear below are Authorized Parties to act
on behalf of the Employer and the insert name of plan and to direct and instruct the Custodian through Authorized
Instructions in accordance with Section 2.2. and Section 2.3 of the Section 457 Custodial Account Agreement (the
"Agreement") between the Employer and ING National Trust, as Custodian dated insert date
NAME
EMPLOYER
BY:
TITLE:
DATE:
SIGNATURE
-9-
BA11MI I R
Plan Name
IRC SECTION 401(a) TRUST AGREEMENT- NON-ERISA PLAN
THIS TRUST AGREEMENT (the "Agreement"), effective as of the day of , 20
between (the "Employer") in its capacity employer and as the party authorized and responsible under state or
local law for maintaining the Plan (the "Plan") and ING National Trust (the "Trustee").
WITNESSETH:
WHEREAS, the Employer has adopted and maintains the Plan in accordance with the requirements of
state law and Section 401(a) of the Internal Revenue Code of 1986, as amended ("Code"), for the benefit of the
employees therein described; and
WHEREAS, the Employer has established or desires to establish a trust constituting a part of the Plan,
pursuant to which assets are held to provide for the funding of and payment of benefits under the Plan; and
WHEREAS, the Employer has the power and authority to manage and control the assets of the Plan; and
WHEREAS, the Employer has engaged ING Life Insurance and Annuity Company ("ILIAC") to provide
recordkeeping services to the Plan; and
WHEREAS, the Employer wishes to appoint the Trustee as trustee of the Plan and the Trustee's agent
ILIAC (collectively referred to herein as "Trustee") in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, the Employer and the Trustee, each intending to be legally bound, agree as follows:
SECTION[ 1- ESTABLISHMENT AND OPERATION OF TRUST
1.1 Appointment and Acceptance of Trustee/Affiliates. The Employer hereby establishes with the
Trustee a trust consisting of such sums of money and such other property acceptable to the Trustee as shall from
time to time be paid or delivered to the Trustee, and hereby appoints the Trustee as trustee with respect to the assets
held pursuant to the Agreement as such assets shall exist from time to time (the "Fund"). The Fund shall not include
any property or asset other than the assets delivered to and accepted by the Trustee from time to time. The Trustee
shall have no responsibility for any property until it is received and accepted by the Trustee, or for any properly of
the Plan not delivered to the Trustee and accepted by the Trustee to be a part of the Fund. The Trustee hereby
accepts its appointment, acknowledges that it assumes the duties established by this Agreement, and agrees to be
bound by the terms contained herein. The Employer hereby acknowledges that ILIAC is an affiliate of the Trustee
and acts on its behalf as the Trustee's agent for purposes of carrying out the Trustee's responsibilities under this
Agreement.
1.2 Trustee Responsibilities. The Trustee shall receive and hold the assets of the Fund on behalf of
Plan participants and beneficiaries in accordance with the terms of this Agreement. The duties of the Trustee
hereunder as Trustee shall be to act solely in accordance with the instructions of the Employer or Authorized Parties
in accordance with Sections 2.2 and 2.3 of this Agreement ("Authorized Instructions"). Nothing in this Agreement
is intended to give the Trustee any discretionary responsibility, authority or control with respect to the management
or administration of the Plan or the management of the assets of the Plan. Further, the Trustee is not a party to the
Plan and has no duties or responsibilities other than those that may be expressly contained in this Agreement. In any
case in which a provision of this Agreement conflicts with any provision in the Plan, this Agreement shall control.
1.3 Exclusive Benefit. Except as may be permitted by law, by the terms of the Plan, or by this
Agreement, at no time prior to the satisfaction of all liabilities with respect to participants and their beneficiaries
under the Plan shall any part of the Fund be used for or diverted to any purpose other than for the exclusive benefit
of the participants and their beneficiaries. The assets of the Fund shall be held for the exclusive purposes of
Specimen 401(a) \non-ERISA TRUST AGREEMENTjuly_3_2011doe
providing benefits to participants of the Plan and their beneficiaries and defraying the reasonable expenses of
administering the Plan and the Fund.
1.4 Limitation of Liability. Neither the Trustee nor its agents shall not be liable for any acts or
omissions of another person other than the negligent acts or omissions of its own employees and agents. The
Trustee shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto
received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice,
request, direction, instruction, consent, certification or other instrument believed by it to be genuine and delivered by
the proper party or parties.
1.5 Contributions. The Trustee shall receive contributions or other amounts for deposit to the Plan
that are delivered to the Trustee or its designated agent for deposit to or for the benefit of the Plan. The Employer
shall have sole duty and responsibility for the determination of the accuracy or sufficiency of the contributions to be
made under the Plan and for the transmittal of contributions or other amounts to the Plan. The Trustee shall have no
duty or responsibility (a) to determine the amounts to be contributed to or transferred to the Plan or on behalf of the
participants of the Plan, (b) to collect any contributions or transfers to the Plan or to enforce the collection of any
such contributions or transfers, or (c) for the adequacy of amounts deposited to the Fund to meet and discharge any
of the Plan's liabilities.
1.6 Return of Contributions. Notwithstanding any other provision of this Agreement (a) contributions
made by the Employer based upon mistake of fact may be returned to the Employer within one year of such
contribution, and (b) as all contributions to the Plan are conditioned upon their deductibility under the Code, if a
deduction for such a contribution is disallowed, such contribution may be returned to the Employer within one year
of the disallowance of such deduction; provided that the return of contributions under this Section 1.6 may not
violate any provision of the Plan. The Trustee shall return contributions under this Section 1.6 only in accordance
with Authorized Instructions and the Trustee shall have no duty to determine whether the return of such
contributions is permitted under this Section 1.6 and the Plan.
1.7 Distributions. The Trustee shall make distributions and disbursements from the Fund solely in
accordance with Authorized Instructions. The Employer agrees that the Trustee shall not have any responsibility or
duty under this Agreement to see to the proper application rof any payment, to determine the tax effect of any
payment, or to determine whether a distribution or disbursement to any person paid in accordance with Authorized
Instructions is appropriate under the terms of the Plan and applicable law.
1.8 Compliance with Law. The Trust is intended to be tax-exempt under Section 501(a) of the Code.
If the Plan is not an approved prototype plan, the Employer represents that it has received a determination letter
from the Internal Revenue Service indicating that the Plan meets the requirements of Section 401(a) of the Code.
The Employer agrees to immediately notify the Trustee if the Plan ceases to be so qualified.
SECTION 2 - AUTHORITIES
2.1 Authority to Execute Agreement. The Employer hereby certifies that it has the power and
authority to enter into this Agreement on behalf of the Plan. The person(s) signing below as representatives of the
Employer each warrant, as individuals, that each is an authorized representative of the Employer all signatures are
genuine and the persons indicated are authorized to sign.
2.2 Authorized Parties. The Employer shall, concurrently with the execution of this Agreement,
furnish the Trustee with a written list of the names, signatures, and extent of authority of all persons authorized to
direct the Trustee and otherwise act on behalf of the Plan under the terms of this Agreement. Such persons
designated by the Employer to act on its behalf hereunder are "Authorized Parties". The Trustee shall be entitled to
rely on and shall be fully protected in acting upon directions, instructions, and any information provided by an
Authorized Party until notified in writing by the Employer of a change of the identity or extent of authority of an
Authorized Party.
2.3
Authorized Instructions. All
directions and instructions to the Trustee from an Authorized
Party
("Authorized
Instructions") shall be in writing,
transmitted by mail (including electronic mail) or by facsimile.
The
2
Trustee shall be entitled to rely on and shall be fully protected in acting in accordance with all such directions and
instructions that it reasonably believes to have been given by an Authorized Party and in failing to act in the absence
thereof.
SECTION 3 - POWERS AND DUTIES
3.1 General Powers and Duties of Trustee. In administering the Fund, the Trustee shall be specifically
authorized to:
(a) In accordance with Authorized Instructions, receive, hold and maintain custody of, and disburse
assets of the Fund;
(b) Hold securities or other assets in book entry form or through another agent or nominee, including
without limitation in an omnibus account arrangement, provided that the Trustee's records indicate that such
securities or other property are held for the exclusive benefit of the Plan and its participants and beneficiaries;
(c) Make distributions and disbursements from the Fund and carry out related tax withholding
remittance and reporting obligations under Federal, state and local law;
(d) Appoint domestic agents, sub -trustees, sub -custodians or depositories (including affiliates of the
Trustee) as to part or all of the Fund, except that the indicia of ownership of any asset of the Fund shall not be held
outside the jurisdiction of the District Courts of the United States;;
(e) Collect income payable to and dividends or other distributions due to the Fund and sign on behalf
of the Plan any declarations, affidavits, and certificates of ownership required to collect income and principal
payments;
(f) Collect proceeds from assets of the Fund that may mature or be called;
(g) Until Authorized Instructions are received, hold the assets of the Fund uninvested, or invest the
assets of the Fund in bank accounts of any bank, and the Trustee may retain any earnings on such deposits as part of
its compensation for services hereunder;
(h) Submit or cause to be submitted to the Employer all information received by the Trustee regarding
ownership rights pertaining to property held in the Fund;
W Exercise all voting rights relating to securities held in the Account as directed by the Employer;
provided that, with respect to securities allocated to the accounts of Plan participants, unless otherwise directed by
the Employer in writing, the Trustee shall cause to be mailed to each Plan participant who has shares of such
securities credited to his or her account a copy of the notice and all proxy solicitation materials together with a
voting instruction form for return to the Trustee or its designee, and the Trustee shall vote the shares as directed by
each participant and shall not vote shares for which it has not received instructions from a participant. Unless the
Employer instructs the Trustee to vote shares not voted by participants, the Trustee shall not be liable and shall be
held harmless for not voting such shares.
0) Commence or defend suits or legal proceedings and represent the Fund in all suits or legal
proceedings in any court or before any other body or tribunal as the Trustee shall deem necessary to protect the Fund
provided, however, that the Trustee shall not be obligated to do so unless it has been indemnified by the Employer
and the Plan against all expenses and liabilities sustained in connection with such action;
(k) Employ suitable agents and legal counsel and, as part of its reimbursable expenses under this
Agreement, pay their reasonable compensation and expenses. The Trustee shall be entitled to rely on and may act
upon advice of counsel on all matters, and, if the use of such counsel is authorized by the Employer, the Trustee
shall be without liability for any action reasonably taken or omitted pursuant to such advice;
3
(1) Make, execute and deliver any and all documents, agreements or other instruments in writing as is
necessary or desirable for the accomplishment of any of the powers and duties in this Agreement;
(m) Retain and engage one or more affiliates of the Trustee to perform, at no additional cost to the
Plan, the duties and responsibilities of the Trustee; and
(n) Generally take any action, whether or not expressly authorized, which the Trustee may deem
necessary or desirable for the fulfillment of its duties hereunder.
SECTION 4 - INVESTMENT OF THE FUND
4.1 Investment of the Fund.. The assets of the Fund shall be invested and reinvested among the
investments selected by the Employer. The Employer or its authorized representative shall have sole responsibility
for the investment and reinvestment of the assets of the Fund, except to the extent that the Plan permits participants
to instruct the Employer or its authorized representative with respect to the investment of their individual accounts
among investment options selected by the Employer. The Trustee shall have no duty or responsibility for (i)
selecting or providing advice with respect to the selection of any investment options offered under the Plan, (ii)
determining or reviewing any securities or other property purchased for or held by the Plan, or (iii) providing advice
with respect to the purchase, retention, redemption, or sale of any securities or other property for the Plan.
SECTION 5 - REPORTING AND RECORDKEEPING
5.1 Records and Reports. The Trustee shall keep accurate records of all amounts received to and
disbursed from the Fund and the investments and other transactions of the Fund for a period of six years following
the date of such transaction. The Trustee shall provide a report of the assets of the Fund to the Employer from time
to time, but at least annually. The Trustee may rely on the fair market value of the property of the Fund as reported
to by authorized parties and the Trustee shall be fully protected in relying on such values.
5.2 Review of K orts. If, within ninety (90) days after the Trustee mails to the Employer a statement
with respect to the Fund, the Employer has not given the Trustee written notice of any exception or objection
thereto, the statement shall be deemed to have been approved by the Employer and the Trustee shall not be liable for
any matters in such statements. The Employer or its agent, upon giving prior written notice to Trustee, shall have
the right at its own expense to inspect the Trustee's books and records directly relating to the Fund during normal
business hours. The Trustee shall be reimbursed its actual costs for making such books and records available for
inspection.
5.3 Non -Fund Assets. The duties of the Trustee shall be limited to the assets held in the Fund, and the
Trustee shall have no duties with respect to assets held by any other person including, without limitation, any other
trustee for the Plan. The Employer hereby agrees that the Trustee shall not serve as, and shall not be deemed to be, a
co -trustee under the circumstances, and shall have no co -fiduciary liability for any other person or trustee.
SECTION 6 - COMPENSATION EXPENSES, TAXES, INDEMNIFICATION
6.1 Compensation and Expenses.
(a) Compensation. The Trustee shall be entitled to compensation for services under this Agreement
as set forth in Exhibit A and as otherwise provided for in this Agreement. The Named Fiduciary acknowledges that
the Trustee may increase the amount of compensation on an annual basis with sixty (60) days' prior written notice to
the Named Fiduciary.
(b) Interest on Uninvested Cash. The Trustee shall also be entitled to receive as part of its
compensation any amounts earned under Section 3.1(f) related to earnings on deposits. Such earnings shall include
earnings on uninvested cash related to Plan contributions and earnings on uninvested cash pending distribution, or
earnings on cash otherwise held uninvested as directed by Employer.
El
(c) Authorization. The Trustee shall also be authorized to charge and collect expenses incurred by it
in the discharge of its duties under this Agreement in accordance with Section 3.1 The Trustee is authorized to
charge and collect from the Fund any and all such fees and expenses, unless the Named Fiduciary objects within 30
days of receiving notice of the Trustee's intent to collect its fees and expenses from the Fund.
6.2 Tax Obliizations.,
To the extent an Authorized Party has provided necessary information to the
Trustee, the Trustee may use reasonable efforts to assist such Authorized Party to notify the Employer or the Plan
(as appropriate) of any responsibility for payment of taxes, withholding, certification and reporting requirements,
claims for exemptions or refund, interest, penalties and other related expenses of the Fund ("Tax Obligations").
Notwithstanding the foregoing, the Trustee shall have no responsibility or liability for any Tax Obligations now or
hereafter imposed on the Employer or the Fund by any taxing authorities, domestic or foreign, except as provided by
applicable law. To the extent the Trustee is responsible under any applicable law for payment of any Tax Obligation
on behalf of the Fund or the Trust, the Employer shall cause the appropriate Authorized Party to inform the Trustee
of all Tax Obligations, shall direct the Trustee with respect to the performance of such Tax Obligations, and shall
provide the Trustee with all information required by the Trustee to meet such Tax Obligations.
6.3 Indemnification. The Employer and the Plan, shall indemnify and hold harmless the Trustee from
all claims, liabilities, losses, damages and expenses, including reasonable attorney's fees and expenses (including
Tax Obligations) incurred by the Trustee in connection with this Agreement, except as a result of the Trustee's own
negligence or willful misconduct.
6.4 Force Maj eure. The Trustee shall not be responsible or liable for any losses to the Fund resulting
from nationalization, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto
or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency
restrictions, exchange controls, levies or other charges affecting the Fund's property; or acts of war, terrorism,
insurrection or revolution; or acts of God; or any other similar event beyond the control of the Trustee or its agents.
This Section shall survive the termination of this Agreement.
6.5 Survival. This Section Six (6) shall survive the termination of this Agreement.
SECTION 7 - AMENDMENT, TERMINATION, RESIGNATION, REMOVAL
7.1 Amendment. The Trustee may amend this Agreement as necessary to comply with the provisions
of applicable law and regulations. The Trustee shall deliver written notice of any such amendment to the Employer.
Other amendments may be made by written agreement signed by the parties hereto.
7.2 Removal or Resignation of Trustee. The Trustee may be removed with respect to all or part of the
Fund upon receipt of sixty (60) days' written notice from the Employer. The Trustee may resign as Trustee
hereunder upon sixty (60) days' written notice delivered to the Employer. In the event of such removal or
resignation, the successor trustee will be appointed by the Employer, and the retiring Trustee shall transfer the Fund,
less such amounts as may be reasonable and necessary to cover its compensation and direct expenses including but
not limited to, a pro-rata share of the fees described in Section 6.1. In the event the Employer fails to appoint a
successor trustee within sixty (60) days of receipt of written notice of resignation, the Trustee reserves the right to
seek the appointment of a successor trustee from a court of competent jurisdiction. The Employer shall indemnify
the Trustee from any costs incurred by the Trustee in seeking such appointment. The Trustee shall have no duties,
responsibilities or liability with respect to the acts or omissions of any successor trustee.
7.3 Merger or Consolidation of Trustee. Any entity into which the Trustee may be merged or with
which it may be consolidated, or any entity resulting from any merger or consolidation to which the Trustee is a
party, or any entity succeeding to the trust business of the Trustee, shall become the successor of the Trustee
hereunder, without the execution or filing of any instrument or the performance of any further act on the part of the
parties hereto.
7.4
Plan
Termination.
Upon termination of the Plan, the Trustee shall
distribute all assets then
constituting the
Fund,
less
any fees
and
expenses payable
from the
Fund,
pursuant
to the
instructions of the
5
Employer. The Trustee shall be entitled to assume that such distributions are in full compliance with and not in
violation of the terms of the Plan or any applicable law.
7.5 Property Not Transferred. The Trustee reserves the right to retain such property as is not suitable
for distribution or transfer at the time of the termination of the Plan or this Agreement and shall hold such property
for the benefit of those persons or other entities entitled to such property until such time as the Trustee is able to
make distribution. The Employer shall indemnify the Trustee from any costs incurred by the Trustee for retaining
the property until it can be distributed. Upon the appointment and acceptance of a successor trustee, the Trustee's
sole duties shall be those of a custodian with respect to the property not transferred.
SECTION 8 - ADDITIONAL PROVISIONS
8.1 Assignment or Alienation._ Except as may be provided by law, the Fund shall not be subject to any
form of attachment, garnishment, sequestration or other actions of collection afforded creditors of the Employer,
participants or beneficiaries under the Plan. The Trustee shall not recognize any assignment or alienation of benefits
unless an Authorized Instruction is received.
8.2 Goveminp, Law. This Agreement shall be construed in accordance with and governed by the laves
of the State of Connecticut.
8.3 Necessm Parties._ The Trustee reserves the right to seek a judicial or administrative
determination as to its proper course of action under this Agreement. Nothing contained herein will be construed or
interpreted to deny the Trustee, or the Employer the right to have the Trustee's account judicially determined. To
the extent permitted by law, only the Trustee and_ the Employer shall be necessary parties in any application to the
courts for an interpretation of this Agreement or for an accounting by the Trustee, and no participant under the Plan
or other person having an interest in the Fund shall be entitled to any notice or service of process. Any final
judgment entered in such an action or proceeding shall, to the extent permitted by law, be conclusive upon all
persons. The Employer shall indemnify the Trustee for any costs incurred by the Trustee in seeking such judgment.
8.4 Notices. All notices and other communications hereunder shall be in writing and shall be
sufficient if delivered by hand or if sent by telefax or mail (including electronic mail), postage prepaid, addressed:
(a) If to the Trustee:
Molly Garret _
Vice President
ING Life Insurance and Annuity Company
One Orange Way, C3N
Windsor, Connecticut 06095-4774
J. Denise Jackson
President
ING National Trust
One Orange Way, C4R
Windsor, Connecticut 06095-4774
(b) If to the Employer:
The parties may by like notice, designate any future or different address to which subsequent notices shall be sent.
Any notice shall be deemed given when received.
2
8.5 No Third Party Beneficiaries. The provisions of this Agreement are intended to benefit only the
parties hereto, their respective successors and assigns, and participants and their beneficiaries under the Plan. There
are no other third party beneficiaries.
8.6 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument and
may be sufficiently evidenced by one counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the effective date set forth
above.
Employer ING National Trust
By:
Name:
Title:
By:
Name:
Title:
7
EXHIBIT A
FEES
In consideration for services rendered according to the terms of this Agreement, the Trustee shall be paid
according to the following fee schedule:
$750 for each calendar year:
No explicit charge to the plan. Included as part of
compensation received by ILIAC for its performance of
recordkeeping services
[-Ohl
INCUMBENCY CERTIFICATE — AUTHORIZED PARTIES
, (the "Employer") hereby certifies that the persons whose names appear below are Authorized Parties to act
on behalf of the Employer and the - and to direct and instruct the ING National Trust through Authorized
Instructions in accordance with Section 2.2 and Section 2.3 of the Trust agreement between the Employer and ING
National Trust, as Trustee dated insert date. -
NAME
EMPLOYER
BY:
TITLE :
DATE:
SIGNATURE
6
liL1111L11
ING
SPECIMEN 457(b) DEFERRED COMPENSATION PLAN FOR
GOVERNMENTAL EMPLOYERS
BASIC PLAN DOCUMENT
This specimen plan document, consisting of a basic plan document and adoption agreement, is for illustrative purposes only
presented by ING for consideration of a plan sponsor's legal counsel and reflects a good faith interpretation of the Internal Revenue Code
and 457 regulations. Because specific facts, circumstances, and laws of various states may impact a 457(b) plan, interested parties should
consult legal counsel regarding any modifications that may be required. This document has not been reviewed or approved by the Internal
Revenue Service, and the submission of the document to the IRS for a Private Letter Ruling by any interested party is also solely the
responsibility of the plan sponsor. ING may update this specimen document from time to time as new guidance become available.
Therefore, modifications to the document may be required. (10/11)
0 2011 ING North America Insurance Corporation.
TABLE OF CONTENTS
Preamble
Article I — Definitions
Article II — Participation
Article III — Contributions and Limitations
Article IV — Benefit Distributions
Article V — Administration
Article VI — Amendment and Termination
Article VII — Miscellaneous
This specimen plan is intended to assist you and your counsel in adopting a governmental 457(b) plan. Modifications
may be required to meet your plan's particular objectives. (10/11)
SPECIMEN DOCUMENT
SPECIMEN 457(b) DEFERRED COMPENSATION
PLAN FOR GOVERNMENTAL EMPLOYERS
PREAMBLE
The Employer hereby establishes the Code Section 457(b) Deferred Compensation Plan for
Governmental Employers (the "Plan").
The Plan is established pursuant to applicable state law and is intended to comply with the
provisions of Section 457(b) of the Internal Revenue Code of 1986, as amended, Income Tax
Regulations thereunder and applicable law. The Plan consists of the provisions set forth in this
basic plan document and the Adoption Agreement, and is applicable to each Eligible Individual.
ARTICLE I
DEFINITIONS
As used in this Plan, the following words and phrases will have the meanings set forth herein
unless a different meaning is clearly required by the context.
1.1 "Administrator" means the person(s), committee or organization appointed by the
Employer pursuant to Section 5.2 to administer the Plan and perform administrative functions for
the Plan as specified by the Employer.
1.2 "Adoption Agreement" means the separate agreement that is executed by the
Employer and sets forth the elective provisions of the Plan. The Adoption Agreement is
considered a part of the Plan.
1.3 ' "Age 50 Plus Catch -Up Contribution" means the catch-up contribution for
Participants who attain'age 50 by the end of the calendar year, as permitted under Code Section
414(v) and pursuant to Section 3.3.
1.4 "Beneficiary" means the individual, individuals or trust designated by the
Participant in writing on a form acceptable to the Administrator, and received by the
Administrator before the Participant's death, to receive any undistributed amounts under the
Participant Account which becomes payable upon the Participant's death. A Beneficiary may
designate his own Beneficiary. If a Participant or Beneficiary does not designate a Beneficiary
in a form acceptable to the Administrator, then his estate will be deemed to be his Beneficiary.
In addition, any Beneficiary designation will meet the requirements of applicable state law.
1.5 "Code" means the Internal Revenue Code of 1986, as now in effect or as hereafter
amended. All citations to sections of the Code are to such sections as they may from time to
time be amended or renumbered.
This specimen plan is intended to assist you and your counsel in adopting a governmental 457(b) plan. Modifications
may be required to meet your plan's particular objectives. (10/11)
1.6 "Compensation" means for an Employee all cash compensation for services to the
Employer, including salary, wages, fees, commissions, bonuses, and overtime pay, that is
includible in the Employee's gross income for the calendar year, plus amounts that would be
cash compensation for services to the Employer includible in the Employee's gross income for
the calendar year but for a compensation reduction election under Code Sections 125, 132(f),
401(k), 403(b) or 457(b) (including an election under Article III to defer Compensation under the
Plan). For purposes of an Independent Contractor, "Compensation" will mean all amounts
payable to a Participant from the Employer as remuneration for services rendered which would
be includible in income for federal tax purposes if not deferred under this Plan, subject to the
provisions of the current Code.
1.7 "Deferrals" means the amount of Compensation deferred by a Participant to the
Plan, comprising of Elective Deferrals and, if elected by the Employer in the Adoption
Agreement and the Participant so elects on a Participation Agreement, Roth 457(b)
Contributions.
1.8 "Elective Deferrals" means amounts made by the Employer to the Plan on a
voluntary pre-tax basis pursuant to a Participation Agreement entered into by a Participant,
1.9 "Eligible Individual" means any Employee who is in one or more of the
classifications specified in the Adoption Agreement, and, if elected by the Employer, may
include Independent Contractors.
1.10 "Employee" means any common law employee who is employed by the
Employer and who performs services for the Employer for which Compensation is payable.
1.11 "Employer" means a state or the District of Columbia, any political subdivision of
a state or the District of Columbia, or any agency or instrumentality of a state or the District of
Columbia, which satisfies the definition of Code Section 457(e)(1)(A) (together with any other
entity required to be aggregated with such governmental employer under Code Sections 414(b),
(c), (m) or (o)) and which has adopted this Plan as indicated in the Adoption Agreement.
1.12 "Includible Compensation" means an Employee's actual wages in box 1 of Form
w-2 for the Employer, but increased (up to the dollar maximum) by any compensation reduction
election under Code Section 125, 132(f), 402(g)(3) or 457(b). The amount of Includible
Compensation is determined without regard to any community property laws. Pursuant to
Section 1.457-4(d)(1) of the Income Tax Regulations, Includible Compensation will include any
payments made to a Participant who has had a Severance from Employment, provided that the
Includible Compensation is paid by the later of 2 %2 months after the Participant's Severance
from Employment or the end of the calendar year that contains the date of such Participant's
Severance from Employment. In addition, pursuant to Section 1.457-4(d)(1) of the Income Tax
Regulations, Includible Compensation will include payments made to an individual who does not
currently perform services for the Employer by reason of qualified military service (as defined in
Code Section 414(u)(5)) to the extent those payments do not exceed the amount the individual
would have received if the individual had continued to perform services for the Employer rather
This specimen plan is intended to assist you and your counsel in adopting a governmental 457 plan. Modifications
may be required to meet your plan's particular objectives. (10/11)
2
0
than enter qualified military service. Includible Compensation will not include Employee pick-
up contributions described in Code Section 414(h)(2).
1.13 "Independent Contractor" means any person to whom Compensation from the
Employer is payable for services rendered pursuant to one or more written or oral contracts, if
such person is not a common-law employee.
1.14 "In -Plan Roth Rollover" means a rollover contribution to the Plan that consists of
a distribution from an Elective Deferral Account, a 457(b) Rollover Account or a non-457(b)
Rollover Account under the Plan that the Participant rolls over to the Participant's In -Plan Roth
457(b) Rollover Account in the Plan, in accordance with Code Section 402A(c)(4).
1.15 "Investment Product" means group or individual annuity contracts or such other
investment arrangements issued by or offered through the Provider and used to hold assets of the
Plan.
1.16 "Normal Retirement Age" means the age as elected by the Employer in the
Adoption Agreement that is used for the Special 457 Catch-up Contribution election under
Section 3.2. The Employer is not permitted to have more than one Normal Retirement Age for
each Participant under all plans under Code Section 457(b) that it (together with any other entity
required to be aggregated with the Employer under Code Section 414(b), (c), (m) or (o))
sponsors.
1.17 "Participant" means any 10
individual who has entered into a Participation
Agreement to make Deferrals under the Plan or has previously made Deferrals under the Plan
and who has not yet received a distribution of his entire Participant Account under the Plan. As
appropriate, a Participant means a Beneficiary or an alternate payee as defined in Code Section
414(p)(8).
1.18 "Participant Account" means the following accounts established for the
Participant and maintained by the Administrator for each Participant, including any earnings and
losses attributable thereon:
(a) Elective Deferral Account,
(b) Roth 457(b) Contributions Account,
(c) 457(b) Rollover Account,
(d) Non-457(b) Rollover Account,
(e) Roth 457(b) Rollover Account,
(f) Roth Non-457(b) Rollover Account,
(g) Rollover of In -Plan Roth Non-457(b) Rollover Account; and
(h) In -Plan Roth 457(b) Rollover Account.
1.19 "Participation Agreement" means an agreement, which meets the requirements of
Section 2.4, entered into between an Eligible Individual and the Employer pursuant to which an
This specimen plan is intended to assist you and your counsel in adopting a governmental 457 plan. Modifications
may be required to meet your plan's particular objectives. (10/11)
3
Eligible Individual agrees to defer Elective Deferrals and/or Roth 457(b) Contributions to the
Plan and thus to become a Participant.
1.20 "Plan" means the name of the Plan as indicated in the Adoption Agreement.
1.21 "Plan Year" means the Plan's 12-consecutive month accounting year as elected by
the Employer in the Adoption Agreement.
1.22 "Provider" means ING Life Insurance and Annuity Company and/or ReliaStar
Life Insurance Company or such other provider entity as the Employer may approve.
1.23 "Rollover Contribution" means, if so elected by the Employer in the Adoption
Agreement, contributions made by a Participant (or, if applicable, Eligible Individual) of
"eligible rollover distributions" in accordance with Code Section 402(c)(4).
1.24 "Roth 457(b) Contributions" means, if so elected by the Employer in the
Adoption Agreement, contributions that are:
(a) made by the Employer to the Plan pursuant to a Participation Agreement entered
into by a Participant, which qualifies as a "designated Roth contribution" within the meaning of
Code Section 402A;
(b) irrevocably designated by the Participant at the time of the cash or deferred
election as a Roth 457(b) Contribution that is being made in lieu of all or a portion of the
Elective Deferrals the Participant is otherwise eligible to make under the Plan; and
(c) treated by the Employer as includible in the Participant's income at the time the
Participant would have received that amount in cash if the Participant had not made a cash or
deferred election.
1.25 "Severance from Employment" means the date on which the Employee dies,
retires or otherwise has a severance from employment with the Employer, as determined by the
Administrator.
1.26 "Special Section 457 Catch-up Contributions" means the catch-up contribution
for a Participant in the three consecutive years prior to the year in which the Participant reaches
Normal Retirement Age, as permitted under Code Section 457(b)(3) and pursuant to Section 3.2.
1.27 "Unforeseeable Emergency" means a financial hardship of the Participant or
Beneficiary resulting from:
(a) An illness or accident of:
(1) the Participant or the Beneficiary
(2) the spouse of the Participant or Beneficiary, or
(3) the dependent of the Participant or Beneficiary;
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(b) Loss of the Participant's or Beneficiary's property due to casualty; or
(c) Similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant or Beneficiary.
In addition, if elected by the Employer in the Adoption Agreement, an Unforeseeable Emergency
means a severe financial hardship of the Participant resulting from an illness or accident of a
primary Beneficiary designated by the Participant under the Plan.
A determination of an Unforeseeable Emergency will be based on each Participant's and
Beneficiary's specific facts and circumstances.
ARTICLE II
PARTICIPATION
2.1 Eligibility
Each Eligible Individual will be a Participant in the Plan when he satisfies the eligibility
requirements specified by the Employer in the Adoption Agreement and has executed a
Participation Agreement.
2.2 Determination of Eligibility and Effective Date of Participation
(a) The Administrator will determine whether an Eligible Individual has satisfied the
eligibility requirements specified by the Employer in the Adoption Agreement based upon
information furnished by the Employer. Such determination will be conclusive and binding and
the criteria for such determination will be applied uniformly to all Participants.
(b) The Participant will provide investment direction for contributions made to an
Investment Product on such forms as may be required by the Provider.
2.3 Termination of Eligibility
In the event a Participant will go from a classification of an Eligible Individual to a non -Eligible
Individual, such Participant will not be able to make Deferrals to the Plan until he is again
reclassified as an Eligible Individual. The Participant Account of such inactive Participant will
continue to be allocated any attributable earnings and losses based on the investment direction
supplied by the Participant.
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2.4 Participation Agreements
(a) In order to participate in the Plan, a Participant must complete a Participation
Agreement with the Employer and file such Participation Agreement in a manner and method
determined by the Administrator. The Participation Agreement will specify:
(1) The amount (expressed either as a dollar amount or as a percentage) of the
Participant's Compensation which the Participant agrees to make as Deferrals,
subject to the limitations of Article III; and
(2) The date as of which Deferrals pursuant to the Participation Agreement will
begin.
(b) A Participant may make Deferrals payable in the calendar month during which the
Eligible Individual first becomes a Participant if the Participation Agreement providing for such
Deferrals is entered into before the first day of the month in which the Compensation is paid or
becomes available.
(c) Notwithstanding subsection (b), a new Employee who is also an Eligible
Individual may become a Participant and make Deferrals payable in the calendar month during
which he first becomes an Employee if a Participation Agreement providing for the Deferrals is
entered into on or before the first day on which he performs services for the Employer.
(d) A Participant may, by amendment of a Participation Agreement or by any manner
as the Administrator may prescribe, do any of the following:
(1) change the specification of the investment for any contributions to a
Participant Account under an Investment Product; or
(2) change prospectively the amount of Deferrals.
An amendment to the Participation Agreement will be effective as early as administratively
practicable, but not earlier than the first day of the following calendar month in which the
Compensation is paid or made available.
2.5 Information Provided by the Employee
Each Eligible Individual enrolling in the Plan should provide to the Administrator at the time of
initial enrollment, and later if there are any changes, any information necessary for the
Administrator to administer the Plan, including, without limitation, whether he is a participant in
any other eligible plan under Code Section 457(b).
2.6 Contributions Made Promptly
All contributions under the Plan will be transferred to the applicable Investment Product within a
period that is not longer than is reasonable for the proper administration of the Participant
Accounts. For purposes of this requirement, Deferrals under the Plan by a Participant must be
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transferred to the Investment Product within 15 business days following the month in which
these amounts would otherwise have been paid to the Participant.
2.7 Leave of Absence
Unless an
election is otherwise revised, if an
Employee is absent from
work by leave of absence,
Deferrals
under the Plan will continue
to the
extent
that Compensation
continues.
ARTICLE III
CONTRIBUTIONS AND LIMITATIONS
3.1 Deferrals
(a) Except as provided in Section 3.2 and 3.3 and subject to any applicable law or
under any applicable collective bargaining agreement, the maximum amount of Deferrals which
may be made by a Participant in any taxable year will not exceed the lesser of (1) the applicable
dollar amount provided under Code Section 457(b)(2) (adjusted for cost of living under Code
Section 457(e)(15)) or (2) 100% of the Participant's Includible Compensation.
(b) If elected by the Employer in the Adoption Agreement, a Participant may elect to
make Deferrals from accumulated sick pay, accumulated vacation pay and back pay, provided
the Participant enters into a Participation Agreement pursuant to Section 2.4 to make such
Deferrals before the amounts would otherwise be paid or made available. A Participant who is a
former Employee may make Deferrals from accumulated sick pay, vacation pay and back pay,
provided that the Participant enters into a Participation Agreement pursuant to Section 2.4 prior
to the first day of the calendar month to make such Deferrals before the amounts would
otherwise be paid or made available, provided that such amounts are payable within the later of 2
1/2 months after the Participant's Severance from Employment or the end of the calendar year that
includes the date of the Participant's Severance from Employment.
3.2 Special 457 Catch -Up Contributions
(a) In any one or more of a Participant's last three calendar years ending before the
year in which the Participant attains Normal Retirement Age, as defined by the Employer in the
Adoption Agreement, the Participant may elect to make Deferrals in an amount not exceeding
the lesser of (1) twice the dollar amount permitted as a general deferral under Section 3.1 or (2)
the sum of the maximum deferral permitted under Section 3.1 for the current tax year and as
much of the applicable deferral limit under Code Section 457(b)(2) in prior years before the
current tax year that had not previously been used ("underutilized amount"). For purposes of this
Section, a prior year will be taken into account only if such year began after December 31, 1978,
and the Participant was eligible to participate in the Plan during all or a portion of the prior year.
A Participant may only make this election under this subsection once with respect to an plan
p Y
under Code Section 457(b) of the Employer.
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(b) In determining a Participant's underutilized amount, the Plan will take into
consideration:
(1) Prior to 2002, if a Participant made Deferrals to the Plan and deferrals to
any other plan under Code Section 457(b), salary reduction contributions
made to plans under Code Section 401(k), plans under Code Section
403(b), simplified employee pension (SARSEP) plans under Code Section
402(h)(1), simple retirement accounts under Code Section 408(p), and
amounts deferred under any plan for which a deduction is allowed because
of a contribution to an organization described in Code Section 501(c)(18),
such deferrals to the other plans will be taken into account in determining
a Participant's underutilized amount under Code Section 457(b)(2). In
addition, Includible Compensation will be limited to the limitation in
effect in the calendar year in which the deferrals were made. If such
deferrals cumulatively exceed the then -applicable dollar amount in Code
Section 457(b)(2) in the year that such amounts were deferred, then there
will be no underutilized amount for that year.
(2) To the extent that the Employer did not maintain a plan under Code
Section 457(b), no underutilized limitation is available to a Participant for
that prior year.
(3) After 2001, only deferrals to plans under Code Section 457(b) will be
taken into account for purposes of determining the underutilized amount.
(4) Age 50 Plus Catch -Up Contributions will not be taken into account for
purposes of determining a Participant's underutilized amount.
3.3 Age 50 Plus Catch -Up Contributions
If elected by the Employer in the Adoption Agreement, a Participant who has attained age 50
before the close of the calendar year may elect Age 50 Plus Catch-up Contributions. Such
contributions are not subject to the limitations of Code Section 457(b). The maximum dollar
amount of the Age 50 Plus Catch-up Contributions for a calendar year adjusted for cost of living
under Code Section 414(v)(2)(C).
3.4 Maximum Amount of Catch -Up Contributions
Any catch-up contributions made by a Participant pursuant to Section 3.2 or Section 3.3 may not
exceed the greater of (a) the amount that the Participant is eligible to make as Deferrals under
Section 3.2 or (b) the amount that the Participant is eligible to make as Deferrals under Section
3.3.
3.5 Participant Covered by More than one 457(b) Plan
If a Participant is or has been a participant in one or more other plans under Code Section 457(b)
in the same calendar year, then the Plan and all such other plans will be considered as one plan
for purposes of applying the limitations of this Article III. For this purpose, the Administrator
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will take into account any other such plan of the Employer under Code Section 457(b) and, to the
extent the Participant provides the Administrator with sufficient information concerning his
participation, any such other plans under Code Section 457(b) in which the individual
participated in the same calendar year.
3.6 Excess Deferrals
(a) In the event that the limit on Deferrals is exceeded pursuant to this Article III, the
Administrator will direct the Provider as to the proper correction method permissible under
applicable law, including calculation of any earnings or losses and the proper tax reporting with
respect to such distributions as soon as administratively practicable after the Administrator
determines that the amount is an excess deferral.
(b) A Participant who participates in the Plan and another 457(b) plan of another
employer will be responsible for complying with the deferral limits of this Article III. In the
event of an excess amount, the Participant will notify the Administrator so that the excess may
be distributed as soon as practicable after the Administrator determines that the amount is an
excess deferral.
3.7 Transfers from Other Plans under Code Section 457(b)
(a) If elected by the Employer in the Adoption Agreement, the Plan will accept
transfers of amounts previously deferred under another plan under Code Section 457(b)
maintained by another employer as defined in Code Section 457(e)(1)(A).
(b) A transfer under subsection (a) will only be permitted if:
(1) the transferring plan provides for the transfer of such amounts, and
(2) the Participant has a benefit equal to the amount immediately after the
transfer to least equal to the amount under the Plan immediately before the
transfer.
(c) The Administrator may require such documentation from the transferring plan as
. g
it deems necessary to effectuate the transfer in accordance with Section 1.457-10(b) of the
Income Tax Regulations and to confirm that the transferring plan is an eligible government plan
as defined in Section 1.457-2(f) of the Income Tax Regulations. The amount so transferred will
be credited to the appropriate account under the Participant Account and will be held accounted
for, administered and otherwise treated in the same manner as amounts as held in the transferor
plan, except that the transferred amounts will not be taken into consideration for purposes of
Code Section 457(b)(2) for the year of transfer.
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n
3.8 Rollovers to the Plan
(a) The Employer may elect in the Adoption Agreement to permit an Eligible
Individual, whether a Participant at the time, to rollover amounts that are considered eligible
rollover distributions as defined in Code Section 402(c)(4) to the Plan from an eligible retirement
plan, as defined in Code Section 402(c)(8)(B).
(b) Amounts (other than designated Roth contributions as defined in Code Section
402A) rolled over from another Code Section 457(b) plan maintained by an employer defined in
Code Section 457(e)(1)(A) will be allocated to the Participant's 457(b) Rollover Account.
Amounts (other than designated Roth contributions as defined in Code Section 402A) rolled over
from an eligible retirement plan that is not a Code Section 457(b) plan will be allocated to the
Participant's Non-457(b) Rollover Account.
(c) Designated Roth contributions as defined in Code Section 402A rolled over from
another Code Section 457(b) plan maintained by an employer as defined in Code Section
457(e)(1)(A) will be allocated to the Participant's Roth 457(b) Rollover Account. Designated
Roth contributions as defined in Code Section 402A rolled over from an eligible retirement plan
that is not a Code Section 457(b) plan will be allocated to the Participant's Roth Non-457(b)
Rollover Account.
(d) Designated Roth contributions relating to in -plan rollovers under Code Section
402A(c)(4) rolled over from an eligible retirement plan that is not a Code Section 457(b) plan
will be allocated to the Participant's Rollover of In -Plan Roth Non-457(b) Rollover Account.
(e) Amounts attributable to In -Plan Rollovers will be allocated to an In -Plan Roth
457(b) Rollover Account. In -Plan Roth Rollover Contributions will be subject to the Plan rules
related to Roth 457(b) Contributions.
3.9 Investments
Subject to Section 5.9, amounts contributed to the Plan will be invested in an Investment
Product. Participants will direct the investment of their Participant Accounts among the
investment options available under the Investment Product. Contributions will be allocated to a
Participant Account in accordance with this Article III and earnings and losses attributable to
such contributions will be allocated to such Participant Account. If any provision of an
Investment Product agreement is not consistent with the Plan provisions, the terms of the Plan
will control.
3.10 Protection of Persons Who Serve In a Uniformed Service
(a) An Employee whose employment is interrupted by qualified military service
under Code Section 414(u) or who is on a leave of absence for qualified military service under
Code Section 414(u) may elect to make additional Deferrals upon resumption of employment
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with the Employer equal to the maximum Deferrals that the Employee could have elected during
that period if the Employee's employment with the Employer had continued (at the same level of
Compensation) without the interruption or leave, reduced by the Deferrals, if any, actually made
for the Employee during the period of the interruption or leave. Except to the extent provided
under Code Section 414(u), this right applies for five years following the resumption of
employment (or, if sooner, for a period equal to three times the period of the interruption or
leave).
(b) In the case of a Participant who dies while performing qualified military service
(as defined in Code Section 414(u)), the Beneficiaries are entitled to any additional benefits
(other than Deferrals relating to the period of qualified military service) provided under the Plan
had the Participant resumed employment and then had a Severance from Employment on
account of death.
ARTICLE IV
BENEFIT DISTRBUTIONS
4.1 Distributions Under the Plan
(a) A Participant Elective Deferral Account, Roth 457(b) Contributions Account or
In -Plan Roth 457(b) Rollover Account may not be paid to a Participant (or, if applicable, the
Beneficiary) until one of the following events has occurred:
(1) upon the Participant's Severance from Employment;
(2) the calendar year in which the Participant attains age 70 Y2;
(3) an Unforeseeable Emergency, within the meaning of and subject to Section 4.6, if
elected by the Employer in the Adoption Agreement; or
(4) the election of a small balance distribution within the meaning of and subject to
Section 4.7, if elected by the Employer in the Adoption Agreement.
(b) A Participant may choose to receive a distribution from his 457(b) Rollover
Account, Non-457(b) Rollover Account, Roth 457(b) Rollover Account, Rollover of In -Plan
Roth Non-457(b) Rollover Account and Roth Non-457(b) Rollover Account at the time elected
by the Employer in the Adoption Agreement.
(c) An Independent Contractor will be considered to have a Severance from
Employment upon the expirat16
ion of all of the contracts under which services are performed for
the Employer, if the expiration constitutes a good faith and complete termination of the
contractual relationship. An expiration of such contractual relationship will not be considered to
be a good faith and complete termination if the Employer anticipates a renewal of such
contractual relationship or the Independent Contractor becomes an Employee.
4.2 Distributions from a Roth 457(b) Contributions Account, a Roth 457(b) Rollover
Account, a Roth Non-457(b) Rollover Account, a Rollover of In -Plan Roth Non-457(b) Rollover
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Account and an In -Plan Roth 457(b) Rollover Account, will be tax-free for federal income tax
purposes if:
(1) The distribution meets the requirements of Section 4.1(a);
(2) The amounts are held fora 5-year holding period, measured from the first year
that the initial Roth 457(b) Contribution was made on behalf of the Participant to a Roth 457(b)
Contributions Account, and
(3) The distribution is due to a Participant's attainment of age 591/2, death, or in the
event of the Participant's becoming Disabled.
4.3 Determination of Benefits Payable to a Participant
(a) Upon attainment of a distributable event described in Section 4.1, but in no event
later than the requirement to commence minimum distribution payments in accordance with
Code Section 401(a)(9) and the Income Tax Regulations thereunder, a Participant may elect a
benefit distribution option to which benefits will be paid.
(b) pUpon a Participant's application for benefits, the Administrator will direct the
distribution of a Participant Account in accordance with this Section 4.2.
(c)A Participant may choose a benefit distribution option as elected by the Employer
in the Adoption Agreement. In the event a Participant fails to make an election as to a benefit
distribution option, any benefit payable to such Participant will be distributed as elected by the
Employer in the Adoption Agreement. The terms of any annuity contract purchased and
distributed by the Plan to a Participant will comply with the requirements of the Plan.
4.4 Determination of Benefits Upon Death
(a) pUpon the death of a Participant, the Administrator will direct that the deceased
Participant's Participant Account, be distributed to the Beneficiary in accordance with the
provisions of this Section.
(b) The designation of a Beneficiary will be made on a form satisfactory to the
Administrator. A Participant or Beneficiary may at any time revoke his designation of a
Beneficiary or change his Beneficiary by filing written notice of such revocation or change with
g .
the Administrator. In the event no valid designation of Beneficiary exists at the time of the
Participant's or Beneficiary's death, the death benefit will be payable to the Participant's or
Beneficiary's estate.
(c) The Administrator may require such proper proof of death and such evidence of
the right of an person to receive payment of the value of the Participant Account of a deceased
g YParticipant or Beneficiary, as the Administrator may deem appropriate. The Administrator's
determination of death and of the right of any person to receive payment will be conclusive.
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(d) Death benefits payable to a Beneficiary will be made in a form as selected by the
Beneficiary in accordance with the available options as elected by the Employer in the Adoption
Agreement. In the event a Beneficiary fails to make an election as to a benefit distribution
option, any benefit payable to such Beneficiary will be distributed in accordance with Code
Section 401(a)(9). The terms of any annuity contract purchased and distributed by the Plan to a
Beneficiary will comply with the requirements of the Plan.
4.5 Minimum Distributions.
(a) All distributions under the Plan will comply with the minimum distribution
requirements of Code Section 401(a)(9) and the Income Tax Regulations.
((b) Notwithstanding the foregoing, a Participant or Beneficiary who would have been
required to receive required minimum distributions for 2009 but for the enactment of Code
Section 401(a)(9)(H) ("2009 RMDs"), and who would have satisfied that requirement by
receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a
series of substantially equal distributions (that include the 2009 RMDs) made at least annually
and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life
expectancy) of the Participant and the Participant's Beneficiary, or for a period of at least 10
years ("Extended 2009 RMDs"), will not receive those distributions for 2009 unless the
Participant or Beneficiary chooses to receive such distributions. Participants and Beneficiaries
described in the preceding sentence will be given the opportunity to elect to receive the
distributions described in the preceding sentence.
(c) In addition, notwithstanding. Section 4.8, 2009 RMDs and Extended 2009 RMDs
will be treated as eligible rollover distributions as defined in Code Section 402(c)(4).
4.6 Unforeseeable Emergency withdrawals
(a) If elected by the Employer in the Adoption Agreement, a Participant or
Beneficiary may request an Unforeseeable Emergency withdrawal subject to the following
requirements:
(1) The request for an Unforeseeable Emergency withdrawal will be
determined by the Administrator based on the Participant's or
Beneficiary's relevant facts and circumstances.
(2) The request for an Unforeseeable Emergency may be made only to the
extent that such emergency is or may not be relieved through:
• reimbursement or compensation from insurance or otherwise;
• liquidation of the Participant's or Beneficiary's assets, to the extent
the liquidation of such assets would not itself cause severe financial
hardship; or
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• cessation of the Participant's Deferrals to the Plan.
(3) Distributions due to an Unforeseeable Emergency must be limited to the
amount reasonably necessary to satisfy the emergency need (which may
include any amounts necessary to pay federal, state, or local income taxes
or penalties reasonably anticipated to result from the distribution).
(b) A Participant or Beneficiary may request an Unforeseeable Emergency
withdrawal by submitting that request in writing on the Plan's approved form to the
Administrator, who will review and approve the request. If the request is denied, a request for
review of the determination may be made in writing to such entity as the Administrator may
designate, provided that such entity has accepted the designation. If the review of the
determination fails to confirm a claim of Unforeseeable Emergency, an appeal may be made to
the appellate committee established by the Administrator in writing. If at any time a request of
an Unforeseeable Emergency withdrawal is approved, the Employer may thereupon direct the
Provider to distribute so much of the Participant Account as is necessary to provide the amount
approved to meet the Unforeseeable Emergency, as determined by the Administrator.
(c) Unforeseeable Emergency withdrawals will be made in accordance with the
procedures established by the applicable Provider's Investment Products.
4.7 Small Balance Distribution
If elected by the Employer in the Adoption Agreement and upon proper written request, a
Participant may elect to receive a small balance distribution, payable in a lump sum, if the
Participant's Deferral Account value is $5,000 or less, and the Participant has not made Deferrals
to the Plan for a period of two years before distribution. A Participant may take a small balance
distribution under this Section only once while a Participant under the Plan.
4.8 Rollovers From The Plan
(a) Notwithstanding any provision of the Plan to the contrary, a Participant, a
surviving spouse who is the designated Beneficiary of the Participant or a spouse or former
spouse who is the alternate payee will be permitted to elect to have any eligible rollover
distribution as defined in Code Section 402(c)(4) paid directly to an eligible retirement plan as
defined in as defined in Code Section 402(c)(8)(B) or to a Roth IRA established under Code
Section 408A specified by the Participant. The Participant will, in the time and manner
prescribed by the Administrator, specify the amount to be rolled over and the eligible retirement
plan to receive such rollover. Any portion of a distribution which is not rolled over will be
distributed directly to the Participant.
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(b)
Anon
-spousal Beneficiary
may elect to roll over death benefits amounts in
accordance
with
Code Section
402(c)(11)
provided
that:
(1) such amounts are rolled over to an inherited IRA via a direct trustee -to -trustee
transfer;
(2) such election is made by December 31 of the year following the year of the
Participant's death; and
(3) the rolled over amounts are eligible rollover distributions as defined in Code
Section 402(c)(4).
4.9 Permissive Service Credit Transfers
(a) If a Participant is also a participant in a tax qualified defined benefit governmental
plan (as defined in Code Section 414(d)) that provides for the acceptance of plan -to -plan
transfers with respect to the Participant, then the Participant may elect to have any portion of his
Participant Account transferred to the defined benefit governmental plan in accordance with
Code Section 457(e)(17). A transfer under this Section may be made before the Participant has
had a Severance from Employment.
(b) A transfer may be made under subsection (a) only if the transfer is either for the
purchase of permissive service credit (as defined in Code Section 415(n)(3)(A)) under the
receiving defined benefit governmental plan or a repayment to which Code Section 415 does not
apply by reason of Code Section 415(k)(3).
4.10 Transfers to Other Plans under Code Section 457(b) Upon Severance From
Employment
(a) Upon a Participant's Severance from Employment, a Participant may elect to have
all or a portion of the Participant Account transferred to the plan under Code Section 457(b) of
an employer defined in Code Section 457(e)(1)(A). Such amounts will be transferred at the
Participant's election, provided:
(1 } The plan under Code Section 457(b) to which the Participant's benefit is
being transferred provides for the acceptance of such amounts;
(2) The Participant or Beneficiary has a benefit equal to the amount
immediately after the transfer to least equal to the amount under the Plan
immediately before the transfer; and
(3) In the case of a transfer made on behalf of a Participant, such individual
has had a Severance from Employment with the Employer and is
performing services for the employer maintaining the receiving plan.
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(b) Upon the transfer of amounts under subsection (a), the Plan's liability to pay
benefits to the Participant or Beneficiary under the Plan will be discharged to the extent of the
amount so transferred on behalf of the Participant or Beneficiary. The Administrator may
require such documentation from the receiving plan as it deems appropriate or necessary to
q comply with this Section or effectuate the transfer pursuant to Section 1.457-10(b) of the Income
Tax Regulations. If Roth 457(b) Contributions are transferred, the receiving plan must permit
Designated Roth contributions as defined in Code Section 402A.
4.11 Loans to Participants
(a) If elected by the Employer in the Adoption Agreement, a Participant may receive
a loan from his Elective Deferral Account, 457(b) Rollover Account and non-457(b) Rollover
Account. Such loans may also be subject to the requirements of the Investment Product.
(b) For purposes of this Section, all plans of the Employer will be considered one
plan in accordance with Code Section 72(p) and Income Tax Regulations thereunder, and the
balance of all loans under any plan of the Employer under which the Participant participates
must be ag gregated in determining the maximum loan available under subsection (d).
(c) The Provider may, in accordance with the Administrator's direction, make loans
to Participants under the following circumstances: (1) loans will be made available to all
Participants on a reasonably equivalent basis; (2) loans will bear a reasonable rate of interest, (3)
loans will- be adequately secured; and (4) will provide for periodic repayment over a reasonable
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period of time.
(d) No loan made pursuant to this Section will exceed the lesser of:
1 $50,000 reduced by the excess (if any) of the highest outstanding balance
of loans from the Plan to the Participant during the one-year period ending
on the day before the date on which such loan is made, over the
outstanding balance of loans from the Plan to the Participant on the date
on which such loan was made, or
(2) one-half (1/2) of the Participant Account.
For purposes of this Section, any loan from any other plan maintained by the Employer will be
treated as if it were a loan made from the Plan, and the Participants vested interest under any
such other plan will be considered a vested interest under this Plan; provided, however, that the
provisions of this paragraph will not be applied so as to allow the amount of a loan to exceed the
p p g
amount that would otherwise be permitted in the absence of this paragraph.
(e) Loans will provide for level amortization with payments to be made not less
frequently than quarterly over a period not to exceed five (5) years. However, loans used to
acquire any dwelling unit which, within a reasonable time, is to be used (determined at the time
the loan is made) as a principal residence of the Participant will, provide for periodic repayment
This specimen plan is intended to assist you and your counsel in adopting a governmental 457 plan. Modifications
may be required to meet your plan's particular objectives. (10/11)
16
over a reasonable period to be determined by the Administrator of time that may exceed five (5)
years. Notwithstanding the foregoing, in the event a Participant enters the uniformed services of
the United States and retains reemployment rights under law, repayments will be suspended and
interest will cease to accrue during the period of leave and the period of repayment will be
extended by the number of months of leave in the uniformed services. In the event a Participant
is on an Employer approved, bona fide leave of absence without payments may pay, loan aY Y ments be
suspended (but interest will continue to accrue) for the period of leave but not to exceed one
year; however, the loan must be repaid by the original loan repayment date.
(f) An assignment or pledge of any portion of a Participant's interest in the Plan will
be treated as a loan under this Section.
(g) Any security interest held by the Plan by reason of an outstanding loan to the
Participant will be taken into account in determining the amount of the death benefit or single
lump -sum payment.
4.12 Distributions from Governmental Plans for Health and Long Term Care.
If elected by the Employer in the Adoption Agreement and pursuant to Code Section 457(a)(3),
annual distributions of up to $3,000 from the Plan that would other be taxable, are excludable for
income tax purposes if the following conditions are satisfied: (1) the distribution is used to pay
for qualified health insurance premiums (accident, health insurance or long term care) for an
eligible public safety officer, or spouse or dependent of the public safety officer, (2) the public
safety officer is separated from service due to disability or attainment of the age which the
Participant has the right to retire and receive unreduced retirement benefits from the Employer's
basic pension plan, and (3) the distributions are paid directly to the insurer or to the administrator
of a self -insured plan.
ARTICLE V
ADMINISTRATION
5.1 Powers and Responsibilities of the Employer
(a) The Employer will have full power to interpret and construe the Plan in a manner
consistent with its terms and the provisions of Code Section 457, including the applicable
Income Tax Regulations and to establish practices and procedures conforming to those
provisions. In all such cases, the Employer's determination will be final and conclusive upon all
persons. It is recognized that unusual circumstances may occur and questions may arise that are
not specifically covered by any provision of the Plan, and the Employer will have the right to
resolve all such questions. Notwithstanding the above, the Employer's power and responsibility
under the Plan will not extend to, nor have any control over, those responsibilities and duties of
the Provider.
This specimen plan is intended to assist you and your counsel in adopting a governmental 457 plan. Modifications
may be required to meet your plan's particular objectives. (10/11)
17
(b) The Employer will be empowered to appoint and remove the Administrator from
time to time as it deems necessary for the proper administration of the Plan to assure that the
Plan is being operated for the exclusive benefit of the Participants and their Beneficiaries in
accordance with the terms of the Plan and the Code.
(c) The Employer will periodically review the performance of any person to whom
duties have been delegated or allocated by it under the provisions of this Plan or pursuant to
procedures established hereunder. This requirement may be satisfied by formal periodic review
by the Employer or by a qualified person specifically designated by the Employer, through day-
to-day conduct and evaluation, or through other appropriate ways.
5.2 Designation of Administrative Authority
The Employer may appoint a committee ("Committee") of one or more persons to serve as the
Administrator and to discharge the Administrator's responsibilities under the Plan. The
Employer may remove a Committee member for any reason by giving such member ten (10)
days written notice and may thereafter fill any vacancy thus created. If the Employer does not
appoint a Committee to administer the Plan, the Employer will be the Administrator.
5.3 Allocation and Delegation of Responsibilities
If more than one person is appointed as Administrator, the responsibilities of each Administrator
may be specified by the Employer and accepted in writing by each Administrator. In the event
that the Employer makes no such delegation, the Administrators may allocate the responsibilities
among themselves, in which event the Administrators will notify the Employer in writing of such
action and specify the responsibilities of each Administrator.
5.4 Powers and Duties of the Administrator
The primary responsibility of the Administrator is to administer the Plan for the benefit of the
Participants and their Beneficiaries, subject to the specific terms of the Plan. The Administrator
will administer the Plan in accordance with its terms and will have the power and discretion to
construe the terms of the Plan and determine all questions arising in connection with the
administration, interpretation, and application of the Plan. Any such determination by the
Administrator will be conclusive and binding upon all persons. The Administrator may establish
procedures, correct any defect, supply any information, or reconcile any inconsistency in such
manner and to such extent as will be deemed necessary or advisable to carry out the purpose of
the Plan• provided, however, that any procedure, discretionary act, interpretation or construction
will be done in a nondiscriminatory manner based upon uniform principles consistently applied
and will be consistent with the intent that the Plan will continue to be deemed a qualified plan
under the terms of Code Section 457, and will comply with the terms of all Income Tax
Regulations issued pursuant thereto. The Administrator will have all powers necessary or
appropriate to accomplish his duties under this Plan. The Administrator will be charged with the
duties of the general administration of the Plan, including, but not limited to, the following:
This specimen plan is intended to assist you and your counsel in adopting a governmental 457 plan. Modifications
may be required to meet your plan's particular objectives. (10/11)
W
(a) the discretion to determine all questions relating to the eligibility of Employees
and Independent Contractors to participate or remain a Participant hereunder and to receive
benefits under the Plan;
(b) determine the amounts to be contributed to each Participant Account;
(c) to authorize and direct the Provider with respect to all disbursements to which a
Participant is entitled under the Plan;
(d) to maintain all necessary records for the administration of the Plan;
(e) to maintain practices and procedures necessary to administer the Plan as are
consistent with the terms hereof;
(0 to determine the type of any Investment Product to be purchased from the
Provider; and
4
(g) to assist any Participant regarding his rights, benefits, or elections available under
the Plan.
5.5 Records and Reports
The Administrator will keep a record of all actions taken and will keep all other books of
accounts, records, and other data that may be necessary for proper administration of the Plan and
will be responsible for supplying all information and reports to the Internal Revenue Service,
Participants, Beneficiaries and others as required by law.
5.6 Appointment of Advisors
The Administrator may appoint/employ such agents, attorneys, actuaries, accountants, auditors,
investment counsel, and clerical assistants, and other persons as the Administrator deems
necessary or desirable in connection with the administration of this Plan.
5.7 Information from the Employer
To enable the Administrator to perform his functions, the Employer will supply the necessary
information to the Administrator on a timely basis regarding the Participants under the Plan,
including but not limited to Compensation, date of hire, date of death, Severance from
Employment, and such other pertinent facts and data as the Administrator may require. The
Administrator may rely upon such information as is supplied by the Employer and will have no
duty or responsibility to verify such information.
This specimen plan is intended to assist you and your counsel in adopting a governmental 457 plan. Modifications
may be required to meet your plan's particular objectives. (10/11)
U
5.8 Payment of Expenses
All expenses of administration will be paid by the Employer. Such expenses will include any
expenses incident to the functioning of the Administrator, including, but not limited to, fees of
accountants, counsel, and other specialists and their agents, and other costs of administering the
Plan.
5.9 Discontinuance of Provider
Notwithstanding Section 3.9, if any Provider ceases to be eligible to receive Deferrals under the
Plan, the Employer may direct that both existing amounts under Participant Accounts that were
invested with such Provider and any future contributions be transferred to the Investment
Products of those Providers which are currently approved to receive Deferrals under the Plan.
ARTICLE VI
AMENDMENT AND TERMINATION
6.1 Amendment
(a) The Employer will have the right at any time to amend this Plan subject to the
limitations of this Section. Any such amendment will become effective as provided therein upon
its execution.
(b) No amendment to the Plan will be effective if it authorizes or permits any part of
the Investment Product (other than such part as is required to pay taxes and administration
expenses) to be used for or diverted to any purpose other than for the exclusive benefit of
Participants or Beneficiaries; or causes any reduction in the amount credited to the account of
any Participant or Beneficiary; or causes or permits any portion of the Investment Product to
revert to or become property of the Employer.
6.2 Termination
(a) The Employer will have the right at any time to terminate the Plan by resolution
of its governing board. In addition, the Employer must deliver written notice of discontinuance
of the Investment Product to the Provider.
(b) Upon the full termination of the Plan, the Employer will direct the distribution of
the assets to Participants and Beneficiaries in a manner which is consistent with and satisfies the
provisions of Article IV as soon as administratively practicable after termination of the Plan.
This specimen plan is intended to assist you and your counsel in adopting a governmental 457 plan. Modifications
may be required to meet your plan's particular objectives. (10/11)
20
6.3 Transfer of Entire Plan Assets to Another Eligible Plan Within the Same State
Subject to this Section, the Employer may direct the transfer of all assets of the Plan to another
plan under Code Section 457(e)(1)(A) and that is located in the same state, provided that the
requirements of Code Section 457(b) and Section 1.457(b)-10 (b)(3) of the Income Tax
Regulations are satisfied. If Roth 457(b) Contributions are transferred, the receiving plan must
permit Designated Roth contributions as defined in Code Section 402A.
ARTICLE VII
MISCELLANEOUS
7.1 Assets For Exclusive Benefit Of Participants And Beneficiaries
All amounts in the Participant Accounts under this Plan, all property and rights which may be
purchased with such amounts and all income attributable to such amounts, property or rights will
be held in trust (or a custodial account or annuity contract described in Code Section 401(f)) for
the exclusive benefit of Participants and their Beneficiaries. All such amounts will not be subject
to the claims of the Employer's general creditors.
7.2 Participant Rights
This Plan will not be deemed to constitute a contract between the Employer and any Participant
or to be a consideration or an inducement for the employment of any Participant, Employee, or
Independent Contractor. Nothing contained in this Plan will be deemed to give any Participant,
Employee, or Independent Contractor the right to be retained in the service of the Employer or to
interfere with the right of the Employer to discharge any Participant, Employee or Independent
Contractor at any time regardless of the effect which such discharge will have upon him as a
Participant in this Plan.
7.3 Alienation
Subj ect to applicable state law (and Code Section 401(g) if the Investment Product consists of an
annuity contract) and except as provided in Section 7.4, no benefit which will be payable to any
person (including a Participant or his Beneficiary) will be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same will be void; and
no such benefit will in an manner be liable for, or subject to, the debts, contracts, liabilities,
y �
engagements, or torts of any such person, nor will be subject to attachment or legal process for or
against such person, and the same will not be recognized except to such extent as may be
required by law.
This specimen plan is intended to assist you and your counsel in adopting a governmental 457 plan. Modifications
may be required to meet your plan's particular objectives. (10/11)
21
7.4 Recognition of Approved Domestic Relations Orders
Notwithstanding Section 7.3, if a judgment, decree or order (including approval of a property
settlement agreement) that relates to the provision of child support, alimony payments, or the
marital property rights of a spouse or former spouse, child, or other dependent of a Participant is
made pursuant to the domestic relations law of any State ("domestic relations order") and Code
Section 414(p), then the amount of the Participant Account will be paid in the manner and to the
person or persons so directed in the domestic relations order. Such payment will be made
without regard to whether the Participant is eligible for a distribution of benefits under the Plan.
The Administrator will establish reasonable procedures for determining the status of any such
decree or order and for effectuating distribution pursuant to the domestic relations order.
7.5 IRS Levy
Notwithstanding Section 7.3, if a Participant or Beneficiary is entitled to a distribution in
accordance with Section 5, the Administrator may pay from a Participant's or Beneficiary's
Account the amount that the Administrator finds is lawfully demanded under a levy issued by the
Internal Revenue Service with respect to that Participant or Beneficiary or is sought to be
collected by the United States Government under a judgment resulting from an unpaid tax
assessment against the Participant or Beneficiary.
7.6 Distribution for Minor Beneficiary or Incompetent
If a Participant or Beneficiary entitled to receive any benefits hereunder is a minor or is adjudged
to be legally incapable of giving valid receipt and discharge for such benefits, or is deemed so by
the Administrator, benefits will be paid to such person as the Administrator may designate for
the benefit of such Participant or Beneficiary. Such payments shall be considered a payment to
such Participant or Beneficiary and shall, to the extent made, be deemed a complete discharge of
any liability for such payments under the Plan.
7.7 Mistaken Contributions
If any contribution (or any portion of a contribution) is made to the Plan by a good faith mistake
of fact, then within one year after the payment of the contribution, and upon receipt in good
order of a proper request approved by the Administrator, the amount of the mistaken contribution
(adjusted for any income or loss in value, if any, allocable thereto) will be returned directly to the
Participant or, to the extent required or permitted by the Administrator, to the Employer.
7.8 Procedure When Di stributee Cannot Be Located
The Administrator shall make all reasonable attempts to determine the identity and address of a
Participant or Beneficiary entitled to benefits under the Plan. For this purpose, a reasonable
attempt means (a) the mailing by certified mail of a notice to the last known address shown on
the Employer's or the Administrator's records, (b) notification sent to the Social Security
Administration or the Pension Benefit Guaranty Corporation (under their program to identify
This specimen plan is intended to assist you and your counsel in adopting a governmental 457 plan. Modifications
may be required to meet your plan's particular objectives. (10/1 l )
22
payees under retirement plans), and (c) the payee has not responded within 6 months. If the
Administrator is unable to locate such a person entitled to benefits hereunder, or if there has been
no claim made for such benefits, the funding vehicle shall continue to hold the benefits due such
person.
7.9 Governing Law
The Plan will be construed, administered and enforced according to the Code and the laws of the
state in which the Employer has its principal place of business.
7.10 Headings
Headings of the Plan have been inserted for convenience of reference only and are to be ignored
in any construction of the provisions hereof.
7.11 Gender
Pronouns used in the Plan in the masculine or feminine gender include both genders unless the
context clearly indicates otherwise.
0 2011 ING North America Insurance Corporation.
This specimen plan is intended to assist you and your counsel in adopting a governmental 457 plan. Modifications
may be required to meet your plan's particular objectives. (10/11)
23
I�Ff7z I I
ING SPECIMEN
ADMINISTRATIVE SERVICES AGREEMENT
This specimen is representative of the
Agreement ING requires in order to
administer and record keep a retirement
plan. ,The specific terms of each
Agreement is customized to the
retirement plan and the product, seryices
and investment options ING proposes to
make available to your retirement
program. The content of the Agreement
is subject to mutual agreement.
Key to shaded language:
+ Gray shading — Data/fields must be completed.
+ Yellow/Green shading -- This language may or may not apply. Include only as
required by RFP.
OMNI Govl ASA ( I
T' {.�_;; •i',i`j��1Tr• .i:. 1,J_ wl:�ri\'_:a;!'s_._ _ _ _ _-_i•C,t'r11•_
TABLE OF CONTENTS
i RECITALS ................................................................................................................ 1
SECTION1 SERVICES................................................................................................... 2
1.01 Good Order.......................................................................................................... 2
1.02 Allocation of Contractor Responsibilities........................................................... 2
1.03 Scope of Services................................................................................................ 2
1.04 Administrative Requirements ............. :................................................................ 2
1.05 Selection of Investment Options......................................................................... 2
1.06 Investment Provider Minimum Standards.......................................................... 2
1.07 Modification to Investment Options ............................................. 6..................... 3
1.08 Limits Imposed by the Underlying Funds........................................................... 3
1.09 Limits Imposed by the Contractor on Frequent Transfers ................................. 3
1.10 Access to Investment Advice............................................................................. 3
1.11 Access to Self Directed Brokerage Accounts .................................................... 3
SECTION 2 PARTICIPANT INFORMATION............................................................ 4
2.01 Provision of Certain Participant Information...................................................... 4
2.02 Changes in Deferral or Contribution Information; New Participant Deferral or
Contribution Information.................................................................... 6 e so 4
SECTION3 COMPENSATION...................................................................................... 4
3.01 Contractor's Compensation................................................................................. 4
3.02 Factors Influencing Agreement...........................................................................
3.03 Compensation Paid to Sales Professionals.................................................. 0....... 5
3.04 Float................................................................................................................5
3.05 Transaction Processing........................................................................................ 6
SECTION4 TERM........................................................................................................... 6
4.01 Term................................................................................................................ 6
4.02 Termination......................................................................................................... 7
SECTION5 GENERAL................................................................................................... 7
5.01 Circumstances Excusing Performance................................................................ 7
5.02
5.03
5.04
5.05
5.06
5.07
5.08
5.09
5.10
5.11
5.12
5.13
BusinessRecovery..............................................................................................
7
Ownershipof Records..................................................................................
a ...... 8
PartiesBound......................................................................................................
8
ApplicableLaw...............................................................................................sees
8
Severability.........................................................................................................
8
Acknowledgement...............................................................................................
8
Notices................................................................................................................
9
Copiesof Agreement.........................................................................................
10
Headings........................................................................................... 0 ................10
IndependentContractor.....................................................................................10
Contractor
Primary Contact..............................................................................
10
Licen r 'v
0.
5.14 Subcontracting...................................................................................................10
5.15 Contract Assignability...................................................................................... 010
5.16 Licenses and Permits.........................................................................................11
5.17 Conflict of Interest............................................................................................11
5.18 Improper Consideration.................................................................................... 11
5.19 Indemnification.................................................................................................11
5.20 Insurance...........................................................................................................11
5.21 Right to Monitor................................................................................................12
5.22 Confidentiality..................................................................................................12
SCHEDULE A: SCOPE OF CONTRACTORS SERVICES.........................................13
APPENDIX I TO SCHEDULE A: ENROLLMENT SERVICES..................................19
APPENDIX II TO SCHEDULE A: CONTRIBUTION RATE SERVICES .................. 23
APPENDIX III TO SCHEDULE A: PAYROLL FEEDBACK FILE ............................ 25
APPENDIX IV TO SCHEDULE A: UNFORESEEABLE EMERGENCY
WITHDRAWAL -REVIEW AND APPROVAL REQUIREMENTS............ 27
APPENDIX V TO SCHEDULE A: DOMESTIC RELATION ORDER -
REVIEW AND APPROVAL REQUIREMENTS ........................................... 29
SCHEDULE B: LOAN PROGRAM................................................................................ 32
SCHEDULE C: ADMINISTRATIVE REQUIREMENTS ......... .................................... 38
SCHEDULED: PLAN INVESTMENT OPTIONS........................................................ 39
SCHEDULE E: INVESTMENT PROVIDER MINIMUM STANDARDS
DISCLOSURE STATEMENT............................................................. 40
SCHEDULE F: ING EXCESSIVE TRADING POLICY ................................................ 42
SCHEDULE G: GENERAL COMPENSATION PROVISIONS ................................... 44
SCHEDULE H: ILIAC' S POLICY FOR CORRECTION OF INADVERTENT
PROCESSING ERRORS..................................................................... 46
SCHEDULE I: AUTHORIZED PLAN SPONSOR REPRESENTATIVES ................... 48
SCHEDULE J: CONTRACTOR'S PRIMARY CONTACT .......................................... 49
SCHEDULE K: LICENSED REPRESENTATIVES...................................................... 50
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made and entered into this day of% , by and between
'l Sp Qr;, (the Plan Sponsor) on behalf of the (the 45? Plan ), the
4�Q1 Flan le (the "401(a) Plan'`), (unless specified otherwise, cps ecfive referred to
herein as the "Plan"). ING Life Insurance and Annuity Company ("ILIAC"), a
corporation organized and existing under the laws of the State of Connecticut and ING
Financial Advisers, LLC a limited liability company organized and existing under the
laws of the State of Delaware and registered as a broker -dealer under the federal securities
laws (the "Broker -Dealer"). ILIAC and the Broker -Dealer are hereinafter collectively
called the "Contractor". This Agreement is separate and apart from any other contract
issued to the Plan, including any group annuity contract or funding agreement issued to the
Plan Sponsor by ILIAC.
RECITALS
WHEREAS, the Plan Sponsor has selected certain investment products offered or
otherwise made available by or through ILIAC or the Broker -Dealer, respectively, for the
investment of the Plan's assets (the "Program"); and
WHEREAS, the Plan Sponsor further wishes to engage the Contractor as an
administrative service provider to facilitate the administration of the Plan by providing
services that shall include without limitation, accounting for deferrals or contributions,
disbursement of funds, withholding of taxes, investment education, retirement counseling,
investment of assets in the appropriate Plan investment options and proper recordkeeping
of participant accounts; and
WHEREAS, the Contractor wishes to provide such administrative services to the
Plan.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties do hereby agree as follows:
Section 1. Services
1.01 Good Order: The Contractor and the Plan Sponsor acknowledge that for purposes
of this Agreement "Good Order" is defined as the receipt at the Contractor's
designated location of a transaction request, instructions or data that is complete,
accurate and in an acceptable format, and which do not require the Contractor to
apply any research or discretionary judgment. To qualify as current business day
instructions, a transaction request, instructions or data sent electronically, by
telephone, facsimile or mail must be received by us no later than the close of the
New York Stock Exchange ("NYSE") (typically 4:00 p.m. ET). If the Contractor
receives a transaction request, instructions or data in Good Order after the close of
the NYSE, the Contractor will process the data or request on the next business day
that the NYSE is open.
1.02 Allocation of Contractor Responsibilities: The Broker -Dealer or other broker -
dealers with which ING Financial Advisers, LLC has a selling agreement shall
service or perform all marketing communications, enrollment and securities
transactions settlement and processing functions assigned to the Contractor. ILIAC
shall perform all other responsibilities assigned to the Contractor, including Plan
and participant recordkeepng.
1.03 Scope, of Services: The Contractor agrees to provide the Plan with the services
listed on Schedule A for the term of this Agreement. Brice offered pdrsuant 10
the Plan's Ioa p will be subeco the terms specified in Schedule
1.04 Administrative Requirements: The Contractor agrees to comply with the
requirements set forth on Schedule 0 in the performance of this Agreement. The
Contractor and the Plan Sponsor will review these administrative requirements
periodically and make adjustments as necessary and mutually agreed.
1.05 Selection of Investment Options: The Plan Sponsor acknowledges that it is
responsible for choosing the investment options to be made available to participants
under the Plan. The Contractor agrees to provide Plan participants with a selection
of investment options as specified in Schedule D.
1.06 Investment Provider Minimum Standards: Subject to the minimum standards set
forth in Schedule , the Contractor will provide its administrative services in
connection with the Plan Sponsor's selection of investment products to fund the
Plan.
1.07 Modification to Investment Options: The addition or removal of any investment
option to the Plan must be mutually agreed to by the Contractor and the Plan
Sponsor and will be made in accordance with a mutually agreed upon schedule for
implementing the change.
(1) Subject to mutual agreement between the parties to add an investment
option;
(i) The Plan Sponsor may direct the Contractor to add an investment
option from the range of investment products the Contract currently
offers, and that are currently available in the Program, upon forty-
five (45) days written notice of the proposed change.
The Plan Sponsor may direct the Contractor to add an investment
option that the Contract does not currently offer or an investment
option that the Contractor currently offers but is not currently
available in the Program, upon at least ninety (90) days written
notice of the proposed change. Any investment option additions
made pursuant to this Subsection 1.07(1)(ii) will be made in
accordance with the Contractor's scheduled quarterly fund updates.
(2) The Contractor reserves the right to reject any new investment option that
imposes short-term trading (redemption) fees on participant accounts.
(3) To the extent an existing investment option imposes short-term trading
(redemption) fees on Participant accounts, the Contractor reserves the right
to discontinue offering the investment option or to deduct any such short-
term trading (redemption) fees from participant accounts.
1.08 Limits Im osed by Underlying Funds: The Plan Sponsor understands and
acknowledges that orders for the purchase of fund shares may be subject to
acceptance by the fund. The Contractor reserves the right to reject, without prior
notice, any allocation of payments to the variable investment products, including
the NAV Funds, if the Contractor's purchase order for the corresponding fund is
not acceptable by the fund for any reason.
1.09 Limits Imposed b Contractor on Fre uent Transfers: The Plan Sponsor
understands and acknowledges that the investment products offered or otherwise
made available by or through the Contractor are not designed to serve as vehicles
for frequent trading in response to short-term fluctuations in the market. Such
frequent trading can disrupt management of a fund and raise its expenses. This in
turn can have an adverse effect on fund performance. Accordingly, the Plan
Sponsor agrees to adhere to the Contractor's current Excessive Trading Policy, as
set forth in S h *'.T, (the "Excessive Trading Policy"). The Contractor reserves
the right to modify the Excessive Trading Policy in whole or in part at any time and
without prior notice, depending on the needs of the underlying fund(s), the best
interest of contract owners and fund investors, and/or state or federal regulatory
rPrn i i rPm PntQ
Section 2. Participant Information
2.01 Provision of Certain Participant Information: The Plan Sponsor or its authorized
representative shall facilitate the transmission to the Contractor of all current Plan
participant level records including, but not limited to: name; address; social
security number; active or terminated employment status; loan information; and
deferral amount information. The Contractor shall be able to rely on the
information provided by the Plan Sponsor. we are not responsible for any errors,
omissions or other inaccuracies in the data you or an unaffiliated third party,
including without limitation, prior service providers furnish us. Over the term of
this Agreement, the Contractor and the Plan Sponsor will develop procedures for
the Plan Sponsor to notify the Contractor of changes in employment status and, to
the extent the Plan Sponsor has knowledge of the death of any participant, the Plan
Sponsor will notify the Contractor of such death. The Plan Sponsor shall provide
such information on a timely basis and use its best efforts to assure the accuracy
and completeness of all information provided to the Contractor.
2.02 Changes in Deferral or Contribution Information: New Participant Deferral or
Contribution Information: The Contractor and the Plan Sponsor will develop
procedures to coordinate the processing pf (i) changes in deferral or contribution
amount information and (ii) initial deferral or contribution information pertaining
to participants joining the Plan on or after the date the Contractor commences the
provision of services under this Agreement.
Section 3. Compensation
Alternative one: Retirement Choice with Fixed Plus III
3.01 Contractor's Compensation: The Contractor's services under the Agreement are
rendered in connection with the Plan Sponsor's selection of certain investment
products offered by or through the Contractor. The revenues paid to the Contractor
from such investment products shall constitute one source of compensation for the
services rendered under this Agreement. In addition, an administrative service fee
will be assessed quarterly and calculated across all funds, !%pig the stability of
principal option. This fee is not assessed on assets held in the Self Directed
Brokerage Account. The fee will be deducted from the participant's money sources
in the sequence elected by the Plan Sponsor for participant -initiated withdrawals in
Schedule A. The Contractor's overall revenue requirement is ,, _:-� ".; '% ("revenue
required"). Therefore, the Contractor will assess an asset based fee of No M%,
assuming the Contractor receives the revenue required from the investment
products offered by or through the Contractor. The Contractor reserves the right to
increase the asset based fee if plan characteristics change from what was originally
assumed. Additional transactional fees and charges may apply for optional services
such as loans, investment advisory services and Self Directed Brokerage Account.
3.02
Factors Influencing Agreement:
connectio h it5re
Any fees, products and services rendered in
o he C t i Nth
exclusive (or one of ) provider of investment products and administrative services
to the Plan during the Term of this Agreement and any subsequent renewal periods
(as described in Section 4.01). The addition of any other provider or providers to
the Plan during the Term of this Agreement and any subsequent renewal periods or
changes in the Plan document may impact any fees, products and services under
this Agreement.
This Agreement and fees are contingent.on the Plan provisions in effect on the date
of this Agreement. Any amendment to the Plan may impact this Agreement and
fees.
The Plan Sponsor understands and acknowledges that the compensation to the
Contractor is subject to the certain general provisions, as set forth in Schedule
(the "General Compensation Provisions"). The Contractor reserves the right to
modify the General Compensation Provisions in whole or in part at any time and
without prior notice, depending on the needs of the underlying fund(s), the best
interest of contract owners and fund investors, and/or state or federal regulatory
requirements.
3.03 Compensation Paid to Sales Professionals: The Contractor shall pay sales
professionals a fixed trailer compensation of .% based on the total Plan assets.
The compensation paid to sales professionals will be derived exclusively from the
Contractor's revenue, defined in Schedule G. Sales professionals may also be
eligible for additional expense reimbursement. Compensation may also be paid at
the time of participant election of an annuitization distribution option and will be
disclosed to the participant at the time the distribution option is elected.
3.04 Float.- ILIAC and its affiliated companies (collectively referred to as "ING" for
purposes of this Section 3 ) earn income in the form of bank service credits on
contributions awaiting investment and on payments awaiting distribution from the
bank accounts that ING maintains (or "float"). The bank service credits are applied
against the bank service fees that apply to the bank accounts that ING maintains
and may not be redeemed for cash. Specifically, the bank accounts have been
established to receive and hold for a reasonable time:
• contributions or other amounts to be invested in your retirement Plan, or
• amounts redeemed to pay a distribution or disbursement from your Plan.
ING will receive income in the form of bank service credits (as described below)
and offset such credits against bank service fees that are charged to ING for the use
of such bank accounts and for services provided by the banks for processing
receipts or disbursements.
Float Generated by Contributions:
ING uses a bank account to receive and hold contributions or other Plan deposit
amounts to be invested. Contributions or other deposit amounts are held until
authorized instructions are received in Good Order. Income in the form of bank
service credits are earned on the bank account during any waiting period for
authorize tru F ri tru io recei d ' rder,
5
contributions or other deposit amounts will be invested on that business day. For
authorized instructions received in Good Order after the close of the New York
Stock Exchange, contributions or other deposit amounts will be processed on the
next business day.
Float Generated by Distributions:
ING receives income in the form of bank service credits in connection with
distributions or disbursements that ING pays on the Plan's behalf. The bank service
credits accrue during the period beginning when an amount is redeemed from the
Plan's investment to fund a distribution or disbursement check and ending when the
check is presented for payment.
Additionally, from time to time, ING may receive money market like rates of return
on other deposit or short term investment products in which distributions may be
held until such time as the check is presented for payment.
3.05 Transaction Processing: ILIAC seeks to avoid transaction processing errors to the
greatest extent possible, but inadvertent errors do occur from time to time. when a
transaction processing error for which ILIAC is directly responsible occurs, ILIAC
will attempt to correct the error as soon as reasonably practicable after
identification of the error. Once all necessary information has been gathered,
ILIAC will promptly take corrective action to put the Plan and its Participants in a
position financially equivalent to the position they would have been in if the ILIAC
processing error had not occurred.
ILIAC processes your Plan's investment instructions on an "omnibus" or
aggregated basis. If ILIAC's correction of an ILIAC processing error results in a
loss to your Plan or its Participants, ILIAC will absorb the loss. If any gain results
in connection with the correction of an ILIAC processing error, ILIAC will net any
such gain against other losses absorbed by ILIAC and retain any resulting net gain
as a component of its compensation for transaction processing services, including
its agreement to make Plan and Participant accounts whole for losses resulting from
ILIAC processing errors. For more information on our error correction policy,
please refer to ING Life Insurance and Annuity Company's Policy for Correction
of Processing Errors ("ILIAC Policy"), which is included in Schedule H. The
ILIAC Policy and any updates to the ILIAC Policy are posted in the Sponsor
Disclosure section of Sponsor web.
Section 4. Term
4.01
Term: This Agreement shall commence on the Effective Date and continue for an
initial term of F -X years. Unless either Plan Sponsor or Contractor provides written
notice of intent to terminate this Agreement at least ninety (90) calendar days
before the end of the initial term, the Agreement shall automatically renew
thereafter for subsequent one-year terms; provided, however, that either Plan
Sponsor or Contractor may terminate the Agreement as of the last day of any such
one-yeax by 'din n no ' of jcjermi io e (90)
6
calendar days prior to the effective date of the termination. The Plan Sponsor and
Contractor may mutually agree in writing to an earlier termination. This
Agreement may be amended in writing if agreed to by both parties.
4.02 Termination: Notwithstanding Section 4.01, either party may terminate this
Agreement at any time upon written notice "for cause". For this purpose, "for
cause" shall mean: (1) failure of the other party to comply substantially with this
Agreement and attached schedules hereto which, when called to the attention of the
other party in writing has not been corrected within thirty (30) days; (2) the fraud or
embezzlement on the part of the other party or provider of investment advice; (3) if
the other party ceases to conduct business in the normal course, becomes insolvent,
.makes a general assignment for the benefit of creditors, suffers or permits the
appointment of a receiver for its business or assets, or avails itself of, or becomes
subject to any proceeding under the Federal Bankruptcy Act or any other statute of
any state relating to insolvency or the protection of the rights of creditors; (4)
failure of the other party to pay any fees under this Agreement; or (5) if pursuant to
Section -1.07 the Plan Sponsor requests the addition or removal of an investment
option under the Plans, that is reasonably anticipated by the Contractor to result in a
reduction in revenues under the Plans and no mutual agreement is reached between
the parties on the recoupment of such lost revenues, the Contractor shall have the
right to terminate this Agreement.
Section 5. General
5.01 Circumstances Excusing, Performance: Neither the Plan Sponsor nor the
Contractor shall be liable to the other for any delays or damages or any failure to
act due, occasioned, or caused by reason of restrictions imposed by any
government or government agency, acts of God, strikes, labor disputes, action of
the elements, or causes beyond the control of the parties affected thereby.
5.02 Business Recovery Plan: The Contractor acknowledges that it has a Business
Recovery Plan in place for its computer environment, specifying steps to be taken
in the event of a disaster. The plan is built around a worst -case scenario involving
loss of the facility or loss of access to the facility. It is also adaptable to less severe
disasters. Generally, there are three phases to the Contractor's Business Recovery
Plan:
• Immediate response, damage assessment and critical notifications
• Environmental and operation restoration
• Operational readiness, testing and business resumption.
A critical part of this plan is the Contractor's System Recovery Plan, which itself
has three components:
Hardware: the Contractor maintains a primary data center to support it mainframe
applications and a portion of its mid -range and Intel based distributed environment.
The Contractor has contracted with an outside vendor to provide hot site recovery
capabiliti r t a me ' cas of site 1 el f
. he v dor
7
maintains equipment that the Contractor will use to restore its applications in case
of emergency. In addition, the Contractor has several data centers located
throughout the U.S. with mid -range and distributed equipment to lessen the risk
from any one site. On -site generators and UPS systems provide continuous power
to the Contractor's facilities. A fully redundant wide area network connects all of
the data centers in the U.S. as well as to the hot site vendor facility.
Application software: the Contractor secures program libraries, to tape cartridges
weekly, storing them in both on -site and off -site vaults.
Production data: the Contractor's system and database files are backed up
periodically, many on a daily basis, to tape cartridges stored in both on -site and off -
site vaults.
The Contractor's internal auditors have reviewed its disaster recovery procedures.
Portions of the plan are tested on an annual basis.
5.03 Ownership of Records: The Contractor agrees that all computer tapes, discs,
programs and any records generated by the Contractor under this Agreement shall
be the property of the Plan. In the event of the termination of this Agreement, the
Contractor shall provide all electronic and/or written data records to the Plan's
designated representative or to a new contractor in an agreed upon format at no cost
and within 180 days of written notice of intent to terminate this Agreement.
5.04 Parties Bound: This Agreement and the provisions thereof shall be binding upon
the respective parties and shall inure to the benefit of the same.
5.05 Applicable Law: This Agreement shall be construed in accordance with the laws of
'�A'f.a.,r = r :21 s •1 f•.. A•.�. p. �l'1 q.i�l •#
.�J � �H rd'v...qq.l v t}r.. •Z_.� 4+
'r � eft i. �;! �f, ��•ti ���'t t �1' 1. p�,{..1 � �ti c•..=':.
the Y _: of_:��.` :? :y'.:'; The Contractor and the Plan Sponsor
shall comply with all state and federal laws and regulations applicable to the
services to be performed.
5.06 Severability: If any provision of this Agreement shall be found to be illegal or
invalid for any reason, the illegality or invalidity shall not affect the remaining
parts of this Agreement and the remainder of this Agreement shall be construed and
enforced as if said illegal or invalid provision had never been inserted herein.
Neither party shall be required to perform any services under this Agreement which
would violate any law, regulation or ruling.
5.07 Acknowledgment: The Plan Sponsor acknowledges that:
(a) the Contractor is performing non -discretionary, ministerial administrative
services at the direction of the Plan and it's authorized representatives;
(b)
the Plan Sponsor and its authorized representatives have sole authority for
making all benefit determinations. The Plan Sponsor may delegate the day-
to-day administration of initial benefit determinations to the Contractor as
in ' ted ' ed
8
(c) the Plan Sponsor and its authorized representative have the sole authority
for the review and final disposition of a Plan Participant's appeal of any
benefit determination made by the Contractor under the Plan;
(d) the Contractor does not directly provide any investment advice to the Plan
Sponsor with respect to the Plan's assets;
(e) in performing services under this Agreement, the Contractor is entitled to
rely on any information the Plan Sponsor, or its authorized representatives
identified in Schedule or the Plan participants provide. The Contractor
has a reasonable duty to inquire as to the authenticity or the accuracy of
such information or the actual authority of such person to provide it; and
(fl The Plan Sponsor will promptly provide to the Contractor any proposed
amendments to the Plan for review and comment by the Contractor at least
90 days prior to the proposed amendment effective date.
(g) ILIAC Error. ILIAC's responsibility with respect to providing the services
is limited to correcting errors, within a reasonable time, which result from
its computer system malfunctions, its staff errors or are otherwise caused by
ILIAC's negligent acts. ILIAC shall make a good faith effort to correct any
such error as soon as reasonably practicable after identification of the error
when such correction is reasonably necessary and practical under the
circumstances. For more information on our error correction policy, please
refer to ING Life Insurance and Annuity Company's policy for Correction
of Processing Errors ("ILIAC Policy"), which is included in Schedule L.
The ILIAC Policy and any updates to the ILIAC Policy are also posted in
the Sponsor Disclosure section of Sponsor Web.
(h) Plan Sponsor Error. ILIAC will attempt to correct, at Plan Sponsor's
expense, processing errors resulting from Plan Sponsor, or Plan Sponsor's
representative, or otherwise caused by the negligent acts of Plan Sponsor;
provided that Plan Sponsor promptly notifies ILIAC of such error and
furnishes all data to ILIAC reasonably necessary to make such corrections.
Plan Sponsor shall pay ILIAC its reasonable expenses incurred in making
such corrections
5.08 Notices: Each parry will promptly provide the other with notice and copy of any
attempts to levy or attach amounts held under the Plan and/or any litigation
affecting the Plan of which it becomes aware and/or any notices or demands to be
given under this Agreement. All such notices, demands or other communications
hereunder shall be in writing and duly provided if sent certified mail, return receipt
requested, addressed to the party to be notified or upon whom a demand is being
made, at the addresses set forth in this Agreement or such other place as either
party shall from time to time designate in writing. The date of service of a notice
or demand shall be the receipt date on any certified mail receipt
Notices to the Contractor shall be sent to:
ING Life Insurance and Annuity Company
Attn: Associate General Counsel
Legal ]Department, C IS
One Orange Way
Windsor, CT 06095
Notices to the Plan Sponsor shall be sent to:
5.09 Copies of Agreement: This Agreement may be executed in any number of
counterpart copies, each of which when fully executed shall be considered as an
original.
5.10 Headin s: Headings are for convenience of reference only. Headings do not limit
or expand the scope of the text and are not intended to emphasize any portion
thereof.
5.11 Independent Contractor: The Contractor is associated with the Plan Sponsor only
for the purposes and to the extent specified in this Agreement, with respect to the
performance of the contracted services pursuant to this Agreement, the Contractor
shall have the sole right to supervise, manage, operate, control and direct
performance of the details incident to its duties under this Agreement.
5.12 Contractor Primary Contact: The Contractor designates certain individual(s) to
serve as the primary point of contact for the Agreement. These individuals are
identified in �i�dule J.
5.13 Licensed Representative: The Contractor agrees to provide licensed representatives
to perform enrollment and education services, and to assist participants with
account balance inquiries,_ investment selection changes, interfund transfers or
exchanges, and transaction initiation. These individuals are identified in Schedule
K.
5.14 Subcontracting: The Contractor may enter into subcontracting agreements for
work contemplated under the Agreement. Any subcontractor shall be subject to the
same terms and conditions as the Contractor. The Contractor shall be fully
responsible for the performance of any subcontractor.
5.15 Contract Assig_nablity: Without the prior written consent of the Plan Sponsor, the
Agreement is not assignable by the Contractor either in whole or in part.
5.16 Licenses and Permits: The Contractor shall ensure that it has all necessary licenses
and permits required by the laws of federal, state, and municipal laws, ordinances,
rules and regulations. The Contractor shall maintain these licenses and permits in
effect for the duration of this Agreement. The Contractor will notify the Plan
Sponsor immediately of loss or suspension of any such licenses and permits.
Failure to maintain a required license or permit may result in immediate
termination of this Agreement.
5.17 Conflict of Interest: The Contractor shall make all reasonable efforts to ensure that
no conflict of interest exists between its officers, employees, agents or
subcontractors and the Plan Sponsor. The Contractor shall make a reasonable
effort to prevent employees, consultants, or members of governing bodies from
using their positions for purposes that are, or give the appearance of being,
motivated by a desire for private gain for themselves or others such as those with
whom they have family, business, or other ties.
5.18 Improper Consideration: The Contractor shall not offer or be forced to provide
(either directly or through an intermediary) any improper consideration such as, but
not limited to, cash, discounts, services, the provision of travel or entertainment, or
any items of value to any officer, employee, group of employees, or agent of the
Plan Sponsor in an attempt to secure favorable treatment or consideration.
5.19 Indemnification: The Contractor agrees to indemnify and hold the Plan Sponsor, its
officers, employees and agents harmless from any loss, liability, claim, suit or
judgment resulting from work or acts done or omitted by the Contractor's officers,
employees or agents in carrying out the Contractor's responsibilities as set forth in
this Agreement to the proportionate extent that it results from the negligence or
wrongdoing of the Contractor or any of its officers, employees or agents. The
Contractor agreements to indemnify shall not extend to any injury or damage which
results from the Contractor's reliance on information transmitted by the Plan
Sponsor.
The Plan Sponsor agrees to indemnify and hold the Contractor, its officers,
employees and agents harmless from any loss, liability, claim, suit or judgment
resulting from work or acts done or omitted by the Plan Sponsor's officers,
employees or agents in carrying out the Plan Sponsor's responsibilities as set forth
in this Agreement to the proportionate extent that it results from the negligence or
wrongdoing of the Plan Sponsor or any of its officers, employees or agents.
5.20 Insurance: During the term of this Agreement, the Contractor shall maintain
Comprehensive General Liability insurance with limits of not less than one million
dollars, as well as automotive and Workers' Compensation insurance policies.
Also, the Contractor shall maintain Professional Liability in the amount of not less
than five million dollars. A Certificate of Insurance evidencing said coverage shall
be provided prior to commencement of performance of this Agreement.
Throughout the term of this Agreement, the Contractor shall provide upon request
an updated Certificate of Insurance upon expiration of the current Certificate.
5.21 Right to Monitor: The Plan Sponsor or any appointee thereof, shall have the right
to review and audit all records, books, documents, and other pertinent items as
requested, and shall have the right to monitor the performance of the Contractor in
the delivery of services provided under this Agreement. Full cooperation shall be
given by the Contractor in the implementation, and in any auditing or monitoring
conducted.
5.22 Confidentiality: The Contractor acknowledges that all information made available
by the Plan Sponsor about its employees shall be considered confidential. The
Contractor agrees that it will not distribute, disclose or release to any third party
any such confidential information except as may be necessary to the performance
of services hereunder either during or at any time after the term of the Agreement,
upon the prior written approval of the Plan Sponsor or as otherwise required by
law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement (including all
referenced and attached Schedules and Appendices) to be executed by their respective
officers thereunto duly authorized as of the day and year first above written.
By:
Printed Name:
ING LIFE INSURANCE AND
ANNUITY COMPANY
By:
Printed Name:
Title: Title:
ING FINANCIAL ADVISERS, LLC
By:
Printed Name:
Title:
Schedule A: Scope of Contractor Services
The Contractor agrees to provide the Plan with the services listed within this Schedule for
the term of this Agreement. For purposes of this Schedule, all references to "participant"
are intended to apply equally to all account holders under the Plan. This includes
participants, beneficiaries and alternate payees.
1. The one-time preparation and implementation of a Plan -specific product and service
conversion or transition schedule which shall include notice to all Plan participants.
2. The initial installation of overall Plan records and individual Plan participant records.
3. To assist the Plan Sponsor and its legal counsel, the Contractor will provide a
specimen governmenta1457(b) and/or 401(a) plan document upon your request. As a
specimen plan, you and your legal counsel may modify the document(s) to reflect
your Plan design needs.
4. The development of Plan enrollment materials.
5. Conducting introductory on -site education and enrollment meetings for employees.
6. Ongoing allocation of Plan contributions to individual participant accounts, and
reconciliation of Plan and participant activity on a daily basis.
7. Contractor will perform one test per month beginning in October through December
on each participant account per Plan covered by this Agreement for the limit on
elective deferrals pursuant to Code section 402(g) and/or 457(e)(15) and on the
annual additions limit in accordance with Code section 415(c), if applicable. If the
Plan Sponsor sponsors more than one plan, the Contractor will not aggregate the Plan
covered by this Agreement with any other plan for testing purposes.
8. Ongoing maintenance of participant beneficiary designations under the Plan based
upon mutually agreed upon procedures which shall be reflected in the Plan
document. Participants may designate a beneficiary via the Contractor's participant
internet site or by speaking with a customer service representative via a toll free
telephone line.
Community property Edit
This optional feature of the online beneficiary maintenance service will take into
account community property laws applicable in the Participant's resident state at the
time that he or she is making a beneficiary designation. When this service has been
elected, the Contractor's online beneficiary maintenance service will require any
participant who has identified themselves as being married or in a registered
domestic partnership or a civil union and who does not designate a person identified
as his or her spouse or domestic partner as a primary beneficiary for at least the
percentage prescribed under the community property laws to complete and submit a
paper benef d atio
❑ The Plan Sponsor elects to utilize the Contractor's Community Property Edit
feature as described above.
9. Ongoing maintenance, recordkeeping of individual participant account records and
processing in a timely manner of all transactions permitted under the Plan as
authorized or approved by the Plan Sponsor. Any delegation of the Plan Sponsor's
role of authorizing or approving transactions under the Plan to the Contractor will be
as directed later within this Schedule or other written instrument between the parties.
Such direction shall not be construed as delegating Contractor discretion with respect
to such decision.
10. Ongoing generation of periodic Plan activity reports for Plan Sponsor use, as
mutually agreed upon, to be made available through a secure website.
11. Ongoing provision of necessary tax forms on a timely basis to participants who
received taxable distributions during the previous year.
12. Ongoing provision of employee enrollment and education services, including the
provision of communication packages which includes the necessary information for
employees to enroll and make investment choices.
13. Establish and maintain an electronic interface with the Plan Sponsor for participant
enrollment information (including automatic enrollments) and changes to the
participant's contribution amount or rate, as provided in Appendix I, II and III to
Schedule A.
14.
Access to customer service representatives via a toll free telephone line to respond to
to
Plan participant inquiries, provide information about participants' accounts and
investment options, enroll an employee into the Plan and to distribute administrative
forms.
4
15. Access to an automated voice response system via toll free telephone lines, through
which participants may obtain updated account and investment information and
initiate transactions permitted under the Plan.
16. Access to an internet site, through which participants may obtain updated account
and investment information, and initiate transactions permitted under the Plan
including enrollment or electing a new contribution amount or rate under the Plan
and requesting forms for initiating certain transactions as permitted under the Plan.
17.
Money Source Withdrawal Sequence
A withdrawal or liquidation sequence for money sources available to fund a
withdrawal from the must be identified. The default sequence for a
governmental 457(b) plan is shown below — if no change is made, this is the
withdrawal sequence that will apply to participant withdrawals under the Plan.
Employee Elective Deferrals
Rollovers from another 457 Plan
Rollovers from a 401 or 403(b) Plan or IRA
Designated Roth
Roth Rollovers from another 457 Plan
Roth Rollovers from a 401 or 403(b) Plan
In Plan Roth Rollover
Rollover of In Plan Roth Rollover from a 401 or 403(b) Plan
Other (Please specify)
18. Incoming Rollovers / Transfers Authorization
Ongoing review and processing of participant -initiated incoming rollover or transfer
requests, on behalf of the Plan Sponsor, shall be based on mutually acceptable
procedures for the review, and processing of these types of requests. Incoming
rollover and transfer requests determined to be in Good Order will be processed on
the same business day as the assets are received by the Contractor.
At the Plan Sponsor's direction, participants who have had a request denied shall be
given the opportunity to appeal to the Plan Sponsor for review and final disposition
of the determination.
19. Unforeseeable Emergency withdrawal Authorization
Ongoing review and processing of participant unforeseeable emergency withdrawal
requests on behalf of the Plan Sponsor, based on the standard for the review,
qualification and processing of these withdrawals as provided in Appendix IV to
Schedule A.
The Contractor will make a determination (approval and/or denial) within 5 business
days of receipt of the request, and supporting documentation, in Good Order. If the
request approved, the request will be processed as of the date of favorable
determination; with payment being mailed or made available electronically through
ACH.
20. Automatic Contribution Reinstatement
As the Plan requires a contribution suspension period for Participants who take an
unforeseeable emergency withdrawal, the Contractor will automatically reinstate the
Participants' deferral election in effect prior to the withdrawal, unless you elect out of
this service. A notification will be sent to the Participant of the reinstatement. (Note:
The Plan Sponsor cannot elect out of this service if the Plan utilizes the Contractor's
Automatic Contribution Increase Service.)
❑ The Plan elects not to utilize the Contractor's Automatic Contribution
Reinstatement Service (check required to elect out of service). Note: The
Contractor will notify participants when the suspension period expires, but will not
automatically reinstate the deferral election.
21. Permissible Withdrawal Authorization
This paragraph pertains to the following participant -initiated withdrawals and/or
transfers from a Participant account as permitted under the Plan (check all that
apply):
❑ In -Service Withdrawal for Governmental 457(b) Plans (aka deminimus withdrawal)
❑ Purchase of Governmental Defined Benefit Plan Service Credit
Normal Retirement Age — ident� the age level to allow withdrawal
❑ Age Based Withdrawal — identify the age level to allow withdrawal
Ongoing review and processing of participant -initiated withdrawal or transfer
requests, on behalf of the Plan Sponsor, shall be based on mutually acceptable
procedures for the review and processing of these types of requests. Withdrawal or
transfer requests are processed as of the date received in Good Order, with payment
being mailed or made available electronically through ACH.
At the Plan Sponsor's direction, participants who have had a request denied shall be
given the opportunity to appeal to the Plan Sponsor for a review and final disposition
of the determination.
22. Domestic Relations Order Administration
Ongoing review and processing of Domestic Relations Orders (DRO) on behalf of
the Plan Sponsor, based on the standard for the review, qualification and processing
of DROs as provided in Appendix V to Schedule A.
23.
The Contractor will make a determination within S business days of receipt of the
domestic relations order in Good Order. If. the request approved, the request will be
processed as of the date of favorable determination; with confirmation being mailed.
If the domestic relations order is not received in good order, the Contractor will work
with the respective parties until the order is presented in Good Order.
Benefit Payment Authorization _
Ongoing review and processing of participant -initiated benefit payment requests
(including annuity payments and death benefits) due to participant's separation from
service or o o an or, a on t e able
6
procedures for the review, qualification and processing of these requests. The Plan
Sponsor is responsible for providing the Contractor with any and all participant
termination data in the mutually agreed upon electronic format, within a reasonable
time period following the participant's separation from service or death. The
Contractor may not make the applicable benefit payment request transaction and/or
paperwork available to the participant until the termination data is received from the
Plan Sponsor in Good Order.
Benefit payment requests are processed as of the date received in Good Order; with
payment being mailed or made available electronically through ACH.
At the Plan Sponsor's direction, participants who have had a request denied shall be
given the opportunity to appeal to the Plan Sponsor for a review and final disposition
of the determination.
24. Access to counseling by licensed agents or representatives for Plan participants, who
are retiring or otherwise requesting a benefit payment from the Plan, based on
mutually acceptable standards.
25. Ongoing processing of Required Minimum Distributions ("RMD") in accordance
with the rules of Code Section 401(a)(9) for eligible Plan participants and their
beneficiaries as follows:
a. Participants: In the absence of an affirmative election or instructions received
in Good Order from the Participant on an annual basis for receiving the RMD,
the Contractor is directed by the Plan Sponsor, to calculate and distribute the
RMD amount. The Contractor shall calculate the RMD in the following
manner.
i. For Participants with either (1) no beneficiary, (2) a non -spouse
beneficiary, (3) a spouse beneficiary without a date of birth, or (4) a
non -individual beneficiary (e.g., charitable organization), calculate
the current year RMD by dividing the account balance on 12/31 of
the prior year by the distribution period under the Uniform Lifetime
Table using the Participant's age on 12/31 of the current year.
11. For Participants with a spouse beneficiary more than 10 years
younger than the Participant, calculate the current year RMD by
dividing the account balance on 12/31 of the prior year by the
combined life expectancy factor under the Joint and Last Survivor
Table using the ages of the Participant and the spouse beneficiary on
12/31 of the current year.
iii. For Participants who are at least 70-1 /2 years of age in a calendar
year and have separated from service with their employer, any
distribution requested will first be reduced by the applicable RMD
for the distribution calendar year.
b. Beneficiary(ies): In the absence of an affirmative election or instructions
re%d i m en ci (ies th sor irec
7
the Contractor to calculate the RMD amount in accordance with Code
Section 401(a)(9) provided the Contractor has received in Good Order
proper notification of the Participant's death and complete beneficiary(ies)
information (including the complete name and address of the
beneficiary(ies)). In situations where the life expectancy rules are not
available for the calculation of the RMD either because the Contractor has
not received the requisite information by the date for issuing RMD
payments or the beneficiary is not entitled to receive RMD under the life
expectancy rules, the Plan Sponsor directs the Contractor to apply the five-
year payout rule and force out a lump sum by December 3 1 " of the fifth
year following the year of the Participant's death.
The Plan Sponsor acknowledges that the Contractor shall not be responsible for any
tax penalties or excise taxes the Plan Sponsor, Plan Participants, or beneficiaries may
incur as a result of the Contractor's failure to calculate and distribute the RMD
amount where the failure is due to the Plan Sponsor's, the Plan Participant's or the
beneficiaries' failure to provide the required information in a timely manner.
26. Ongoing facilitation of communications between the Contractor, the Plan Sponsor
and the Plan participants based on mutually acceptable guidelines.
�!n Name
Appendix I tcedle A
Enr irient erv+ es
Eligibility Tracking Service:
With this service the Contractor will evaluate eligibility for the Plan Sponsor's employees
based on the Plan's definition of eligibility and entry dates and establish an electronic
interface with the Plan Sponsor for transmission of enrollment / contribution rate
information. An employee will be notified of his eligibility, including information on how
to enroll, once all requirements are completed as outlined in the Plan document. A non -
enrolled employee will receive reminder notice of his eligibility, including information on
how to enroll, on each anniversary of his eligibility date.
Plan Sponsor understands and acknowledges that the Contractor in providing this service is
not exercising any discretion and is therefore not acting as a fiduciary when providing this
administrative service. The Plan Sponsor is ultimately responsible for final determination
of eligibility for Plan participation.
❑ The Plan elects the Contractor's Eligibility Tracking Service (please check)
Plan Sponsor responsibilities
In addition to providing timely and accurate information for this service, the Plan Sponsor
will be responsible for the following:
• Upon transition of the Plan to this service, Plan Sponsor will provide the Contractor
with anniversary year-to-date and Plan year-to-date hours for all employees through
the Effective Date of this Agreement. Subsequent submission of hours will be
required on a pay period -to -date basis.
• Phan Sponsor will notify Contractor of all rehired employees so that the employee
status can be reflected properly on the Contractor's system.
• Plan Sponsor will submit to ING census data for eligibility tracking for all
employees with each payroll. If census data is not submitted with each payroll, the
Contractor will not provide this service. Therefore, the Plan Sponsor will be
responsible for tracking eligibility until such time as census data is submitted with
each payroll.
• Should a participant make a deferral election through a means other than the
Contractor's customer service representative, voice response system or internet site,
it will be the Plan Sponsor responsibility to update its payroll system based upon
the participant's election in accordance with applicable Code requirements and
regulations governing the effective date of deferral elections to the Plan.
Automatic Enrollment Service:
This service allows the Plan Sponsor to adopt an automatic enrollment feature and to
establish an electronic interface with the Contractor for acceptance of enrollment /
contribution rate information.
Plan Sponsor acknowledges its responsibility for ensuring that the Automatic Contribution
Arrangement (automatic enrollment) complies with their state laws in regards to wage
withholding. The payroll withholding laws of the Plan Sponsor's state should be reviewed
prior to implementation of this program to determine if deductions without an employee's
written consent are permitted.
El The Plan elects the Contractor's Automatic Enrollment Service (please check)
Notices to all eligible participants:
Plan Sponsor understands that initial and annual notices are required to be provided to
participants regarding their elections in accordance with applicable regulations.
Initial Notice Requirements: For plans with an Eligible Automatic Contribution
Arrangement (EACA) or other Automatic Contribution Arrangement (ACA) provision, as
defined under PPA and related regulations, each newly eligible employee must receive the
initial notice no earlier than 90 days before the employee's eligibility date, and no later
than the employee's eligibility date.
Annual Notice Requirements: For plans with an EACA or ACA provision, each eligible
employee must receive the annual notice no less than 30 days before the start of each plan
year.
Notification Service: The Contractor provides a notification service to assist the Plan
Sponsor with complying with the requirements noted above. The initial notices provide
participants an explanation of the respective feature and may include the following:
the percentage of employees' pay to be contributed to the Plan, the investment option(s)
available, the default investment if an employee chooses not to enroll and select an
investment option. The notice will also advise employees of their right to revoke the
automatic withholding and their rights to increase, decrease or stop contributions and
instructions on how to do so. Annual notices are required to be provided to participants
who have been automatically enrolled and remain in that status and have not changed their
initial contribution amount and/or default investment option. The "notices" will remind
Participants of their deferral amounts and of their right to increase, decrease or stop these
contributions, also including the procedure to do so.
The Contractor will automatically provide both the initial and annual notices for plans that
select the Contractor's Eligibility Tracking, Automatic Enrollment and/or Automatic
Contribution Increase Services.
Initial Contribution Amount:
Participants will be automatically enrolled in the Plan, unless the participant opts out, with
• _t L. ;,�-•.:^/c: ' -•'y' �i .'3., _t i;�:�: lL. •:. , :: ••. �• .1,. `t C'i'.; � :.?7 )..!
• � �.}:•i}•�}�c�f�. �+r.{�`_':�M1�`i-;: < i�`.�= s-.ice`:; t.. _s Ft�,�. t�}:. S'i.-'�:,+..wrz� :i? '•°'•.f: ;��;y �:.. ,�O
an Initial contribution amount of :;i:��. _ ; ,; ,�;Z. `_�:.. >>. -,
Default Investment Arrangement -
Please select one of the following options for the Plan's default investment option with
respect to the Automatic Enrollment Service.
Plan Sponsor understands that it has the fiduciary responsibility to choose the appropriate
"default" investment option, and therefore, may choose from any of the investment options
available under the Plan.
ING.SoWon Port fol o funds
Permissible Withdrawals:
If allowed under the Plan, an employee who was automatically enrolled may request a
return of his/her defaulted deferrals (as adjusted for gain or loss) within 90 days of the da
the first defaulted elective deferral was deducted from the employee's pay. Attributable
matching contributions must be forfeited. The Plan Sponsor understands the applicable IRS
regulations for automatic contribution arrangements only allow permissible withdrawals of
defaulted elective deferrals under plans where the automatic contribution arrangements
meet the EACA requirements. Please choose one of the following:
[:] A. Yes, the Plan will allow for permissible withdrawals.
❑ B. No, the Plan will not allow for permissible withdrawals.
Automatic Contribution Increase Service
This service will increase a participant's deferral amount based on a uniform schedule.
Note: The Automatic Contribution Increase service is only available if the Plan Sponsor
elects to also utilize the Contractor's Automatic Enrollment Service.
❑ The Plan Sponsor elects to utilize the Contactor's Automatic Contribution
Increase service in accordance with the following criteria (please check)
F-1 Dollar -based
Increase elective deferral
amount of $
x
amount by $Y . subject to a maximum
Participants to be subject to the automatic contribution increase service are
(choose one option):
❑ All new Participants enrolled between
and
Fal
(mm dd) (mm dd)
Automatically enrolled Participants only -- subject to the following grace period:
❑ No grace period
EJ 365 day grace period
f
Contribution Source for Automatic Contribution Increase:
❑ Employee elective deferral contributions
❑ Employee voluntary contributionsr �
El Other (describe)
The first automatic increase will take place the first day of the Plan year following the year
of initial participation, subject to the grace period election above. For example, if the plan
year started 1/1/2010 and the Participant was enrolled on 1/1/2010, the first automatic
contribution will increase on 1 /1 /2011, assuming a 365 day grace period is elected.
Participants will be notified 14 day prior to the increase.
Enrollment Kit Requirements
An enrollment kit must be provided to each eligible participant prior to enrollment
(including automatic enrollment) into the Plan. The kit must include, but is not limited to
the following: investment option fact sheets for each of the available investment options,
fund performance, participant disclosure booklet and information on how a participant can
access their account to make account changes. An adequate supply of Enrollment Kits will
be provided to the Plan Sponsor by the Contractor whenever requested of the Plan Sponsor.
The Contractor will generate a periodic report whenever employees have been identified as
being eligible but not yet participating in the Plan. Included on the report will be those
employees eligible to be automatically enrolled into the Plan, if the automatic enrollment
service is utilized by the Plan. You must identify an individual to receive notification of
when the report is available. The purpose of this report is to identify those employees who
must receive an enrollment kit. It is understood and acknowledged by the Plan Sponsor
and Contractor that the individual designated below is responsible for the distribution of
enrollment kits to the employees identified on the report.
Please indicate who should be notified when the report is available. Select one.
❑ Licensed Representative
Name:
Telephone:
E-mail:
In the event that the identified individual is removed or replaced, the Contractor is
responsible for notifying the Plan Sponsor immediately in writing.
F-1 Plan Sponsor
Name:
Telephone:
E-mail:
In the event that the identified individual is removed or replaced, the Plan Sponsor
is responsible for notifying the Contractor immediately in writing.
ppecix to Scedue
Contiiouto n:R.at S rvWc8
Contribution Rate Change Service:
This service allows participants to make contribution rate changes via the L;ontracior-s
Participant internet site or by speaking with a customer service representative of the
Contractor. Please note it is your responsibility -to notify the Contractor of terminated
employees. Contribution rate changes are allowed in fractional percentages. This service
supports the older worker catch-up contribution elections (if available under the Plan).
other types of catch-up or make-up contribution options available under the Plan are
supported by the service.
Cn
Plan Sponsor acknowledges that it is its responsibility for ensuring that the Contribution
Rate Change Service complies with their state laws_ in regards to wage withholding. The
payroll withholding laws of the Plan Sponsor's state should be reviewed prior to
implementation of this program to determine if deductions, and/or contribution rate
changes, without an employee's written consent are permitted. The service includes
increases, decreases, stops and restarts, either based on participant direction, or as directed
by the Plan as a result of loans or unforeseeable emergency withdrawals t
El The Plan Sponsor elects to utilize the Contactor's Contribution Rate Change
service and Participant Directed Contribution Rate Escalator service (described
below) in accordance with the following criteria (please check).
Minimum and Maximum Contribution Schedule:
Pursuant to the Plan document, indicate the minimum and maximum contribution amount
or rate a participant can elect.
If applicable, indicate the maximum total contribution percentage allowed i
El Dollar -based
Employee elective deferral contributions Minimum
Employee voluntary contributions Minimum
Other (describe) Minimum
$ . k 1VMaximum
$ {x Maximum
$ ` Maximum
Participant Directed Contribution Rate Escalator Service
This service allows participants to elect automatic increases in deferral rates via the
Contractor's Participant internet site or by speaking with a customer service representative
of the Contractor. Participant will indicate the frequency and amount of the contribution
rate increase. The Contractor will send a reminder to the Participant 30 days prior to the
automatic increase.
Restrictions and Limitations:
• This service is only available if the Plan Sponsor elects to utilize the Contractor's
Contribution Rate Change Service.
• This service does not apply to catch-up contribution elections.
• If there is a conflict between a Participant's Contribution Rate Escalator service and the
contribution limits applicable to the Plan, the Participant's contribution rate escalator
election will be cancelled.
• The Participant's contribution rate escalator election will be cancelled if participant
submits a contribution rate change election pursuant to the Contribution Rate Change
Service above.
�Appendixl�T to Schedule A:
P'ayxoll `ebck Fide
Payroll Feedback File
If the Plan Sponsor has elected the Eligibility Tracking service, Automatic Enrollment
service, the Contribution Rate Change service or offers loans, the Contractor will provide a
periodic payroll feedback file through an automated process. It is the responsibility of the
Plan Sponsor to update its payroll. system based upon the data contained in the payroll
feedback file in accordance with applicable Code requirements and regulations governing
the effective date of deferral elections to the Plan.
The payroll feedback file is a .csv format file which can be uploaded to most payroll
systems. As an alternative, a payroll feedback report in a .pdf format can be printed and
used for manual entry into a payroll system.
Electronic File Delivery:
Please select one of the following delivery types (required):
❑ Email: Contractor will send files in an encrypted format (access information will
be provided). Please provide one or more email addresses:
0
LK
FTP (File Transfer Protocol): Contractor will send files via FTP.
the FTP delivery address, ID and password:
FTP Delivery Address: ftp://
Please provide
FTP ID:
FTP Password:
Sponsor Web/Archive: Plan Sponsor will obtain reporting data through the
Contractor's plan sponsor internet site.
The Contractor will send the periodic electronic payroll feedback file based on the
information selected above until a change is provided, in writing, by the Plan Sponsor.
Reporting Frequency:
The Contractor will provide the automated contribution rate reporting data on the
frequency that best meets the needs of the Plan Sponsor.
t.Z
Telephone:
E-mail:
In the event that any identified individual is removed or replaced, the Plan Sponsor is
responsible for noting the Contractor immediately in writing.
=:+
Appendix IV to Schedule A:
Unforeseeable Emergency Withdrawal
Review and Approval Requirements
The Contractor is responsible for the ongoing review and processing of participant
unforeseeable emergency withdrawal requests on behalf of the Plan Sponsor. The
Contractor's process is based on the following procedures for the review, qualification and
processing of these withdrawals under 457(b) deferred compensation plans.
To request an unforeseeable emergency withdrawal, a participant must complete the
relevant paperwork and provide the appropriate documentation to support the request.
The Contractor will review the request to determine whether it satisfies the IRS and Plan
requirements for an unforeseeable emergency. Specifically, an unforeseeable emergency
means extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the participant including:
• severe financial hardship of the participant resulting from an illness or accident of a
participant, the participant's spouse or of a participant's dependent (as defined in
Code Section 152(a))*;
• loss of the participant's property due to casualty (including the need to rebuild a home
following damage to a home not otherwise covered by homeowner's insurance); or
• other similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the participant.
*Effective in 2007, the Pension Protection Act of 2006 expanded this definition to include the participant's
designated primary beneficiary.
In its evaluation, The Contractor will limit the withdrawal to the amount reasonably
necessary to satisfy the emergency need, which may include any amounts necessary to
pay Federal, state, or local income taxes or penalties reasonably anticipated to result from
the distribution. In addition, a withdrawal shall be allowed only to the extent that such
emergency is or may not be relieved through: 1) reimbursement or compensation from
insurance or otherwise; 2) liquidation of the participant's assets, to the extent the
liquidation of such assets would not itself cause severe financial hardship; or 3) cessation
of the participant's deferrals under the Plan.
The determination of whether a request qualifies as an unforeseeable emergency will be
based on all the facts and circumstances of the participant's specific situation. While it is
a subjective decision, the Contractor's process incorporates three underlying principles:
consistent application of the IRS rules to similar situations; decisions must be reasonable
and not arbitrary; and when there is a close call, we err on the conservative side.
The Contractor takes this review process very seriously and understands the importance
of consistently administering the IRS and Plan requirements. The Contractor recognizes
that failure to do so, and thus treating the Plan Eike a savings account, can result in
adverse tax consequences to the participant and to the Plan.
Withdrawal requests will be reviewed in a timely manner. For requests which are
approved, The
will
rocess the withdrawal as of the date of the a royal.
(27 F�� I
n
participant, who has had a withdrawal request denied because of insufficient
documentation, can resubmit his or her request to the Contractor for re -review with all
applicable documentation,
L
Appendix V to Schedule A:
Domestic Relation Order
Review and Approval Requirements
The Contractor is responsible for the ongoing review and processing of Domestic
Relations Orders (DRO) on behalf of the Plan Sponsor. The Contractor's process is
based on the following procedures for the review, qualification and processing of DROs
which if followed as specified below shall constitute a valid Plan Sponsor direction to
process the DRO.
Definition of a Domestic Relations Order
A Domestic Relations Order ("DRO" or "Order") is a court order, judgment, or decree
issued under a state's domestic relations law that recognizes the right of a spouse, former
spouse, child, or other dependent of a Participant in an employee benefit plan to receive all
or part of the Participant's benefit in the plan.
A Qualified Domestic Relations Order ("QDRO") is a DRO that has met the specific
requirements mandated by federal law and the provisions of the Plan as determined by the
Plan Administrator or its designee. A QDRO requires a qualified plan to pay all or any part
of a Participant's benefits to an Alternate Payee. An Alternate Payee is a spouse, former
spouse, or dependent of the Participant who is entitled to a portion of the Participant's
benefits.
Requirements for QDRO
For a domestic relations order to meet the Contractor's good order processing standards
and for the DRO to be qualified and considered a QDRO, the order must comply with the
following requirements. In addition, certain state rules may be imposed on domestic
relations orders by statute.
I . The order must be an original or a court -certified copy of the original, signed by the
judge or clerk of the court. A fax or a photocopy cannot be accepted as they are not
in compliance with the Contractor's good order standards.
2. The order must create or recognize the existence of an alternate payee's right to, or
assign to an alternate payee the right to, receive all or a portion of the benefits
payable with respect to a participant under the plan.
3. The order must constitute a j udgment, decree or order (including approval of a
property settlement agreement) that relates to provisions of child support, alimony
payments or marital property rights to a spouse, former spouse, child or other
dependent of a participant, and is made pursuant to a state domestic relations law
(including a community property law).
4. The order must clearly and unambiguously name each plan to which the order
applies.
5. The order must clearly specify the name and last known mailing address of the
participant and each alternate payee covered by the order. (if the alternate payee is
a minor or is legally incompetent, the order must include the name and address of
the alternate payee's legal representative.)
The order should identify the social security number (or tax identification number)
and date of birth of the participant and each alternate payee covered by.the order. If
State or local law prevents the inclusion of such information in the court order, this
data must be provided to the Contractor, in writing, by the party that drafts the court
order, in order for good order processing standards to be met.
b. The order must be specific with respect to the dollar amount or percentage of the
participant's benefits to be paid by the plan to each alternate payee or the manner in
which the amount or percentage is to be determined. The calculation of this
amount must be very clear and not subject to interpretation. If the amount ordered
to be paid to the alternate payee's account is at all ambiguous, then the order cannot
be accepted.
7. The order must specify the exact date when the account should be valued which
should be a day the New York Stock Exchange (NYSE) is open. If the date
provided is a date when the NYSE was not open, the Contractor will process the
request, if received in good order, as of the preceding business date the NYSE is
open.
8. The order must provide that the calculation of the amount of the participant's
benefit to which the alternate payee is entitled to be readily calculable and
according to records currently available to the Contractor. Pursuant to this
requirement, the Contractor will not accept ,any order that requires calculations
prior to the time the Contractor began providing services to the plan, unless the
actual financial records necessary to make such calculation on a non -discretionary
basis are provided to the Contractor.
9. If earnings prior to the effective date are also to be segregated on behalf of the
alternate payee, the attorney representing the participant must provide the actual
financial records necessary to make such calculation on a non -discretionary basis, if
such records are not available to the Contractor.
10. If the order specifies a dollar amount to be paid to the alternate payee, such amount
may not exceed the participant's vested balance in the plan.
Amounts payable to an alternate payee shall be distributed proportionately from
the participant's account with the Contractor. Account values fluctuate with market
conditions. If the dollar amount specified is above the current balance, the request
may be rejected. when establishing the alternate payee's account, the Contractor
shall first redeem amounts pro rata from all investment options other than non -core
investment options (e.g., life insurance, self directed brokerage account, certificate
of deposit, etc.), if applicable, held in the participant's account, and shall redeem
amounts fr on- 'nvestm en oEEpti if pl' ble, ly ' s ry to
0
obtain the amount consistent with this Order.
11. A plan may specify a date as of which QDROs are allowed under the plan (such as
orders dated after a specified date, e.g., January 1, 2002). Court orders which pre-
date the allowance of QDROs under the plan may not be accepted.
12. The order must not require the plan to provide any type or form of benefit or any
option, not otherwise provided under the plan.
13. The order must not require the plan to provide increased benefits (determined on
the basis of actuarial value).
14. The order must not require any payment of benefits to an alternate payee that are
required to be paid to another alternate payee under another order previously
determined to be a QDRO.
15. The order must not require the plan to pay benefits in the form of a qualified joint
and survivor annuity for the lives of the alternate payee or his/her subsequent
spouse.
16. The order must - provide for tax treatment of the account other than as required
under federal law and regulations.
If the order meets all of the approval requirements listed above, it will be given effect and
the Contractor will send notification of approval to the involved parties and their counsel.
If the order fails to meet one or more of the approval requirements listed above, it will be
rejected. A letter notifying the involved parties -of the rejection will be mailed, together
with an explanation.
Administrative Hold on Participant's Account
When the Contractor receives a signed domestic relations order (DRO), or is notified that a.
legal action is pending in which a DRO will be sought, the Contractor will place an
administrative hold on the participant's affected plan account(s) pending the determination
of the qualified status of the DRO. During this period, the participant will be restricted
from taking a distribution or loan until the QDRO has been processed.
PPanIe
eaw o� Prgrt
Terms of Contractor's Loan Program. ("Loan Program"):
This Loan Program is only available to the extent that the Plan Sponsor has established an
automated contribution remittance process that is acceptable to the Contractor. where a
Plan remits contributions from multiple payroll locations, this Loan Program will only be
available to participants at payroll locations that have established an automated
contribution method acceptable to the Contractor.
• Types of Loans Permitted —select all that apply.
[:] General Purpose
F-1 Residential
• Maximum number of loans that may be outstanding at any time.
General Purpose
1' Residential
2. Total (regardless of type of loan)
• Minimum Loan Amount - Wicate the minimum loan amount pursuant to this Loan
Program $ .
Maximum Loan Amount - the maximum amount of a loan made pursuant to this
Loan Program shall be an amount which, when added to the outstanding balance of any
other loans to the participant from the Plan and any other qualified plan of the
Employer, does not exceed the lesser of;
(i) $50,000 reduced by the excess (if any) of
a) the highest outstanding balance of loans from the Plan to the participant
during the one year period ending on the day before the date on which
such loan is made, less
b) the outstanding balance of loans from the Plan to the participant on the
date on which such loan was made, or
(h) one-half (1/2) of the present value of the non -forfeitable accrued benefit of
the participant under the Plan.
• For purposes of this limit, all plans of the Employer shall be considered one
plan, to the extent required by Section 72 of the Internal Revenue Code, and the
balance of all loans under any plan of the Employer under which the individual
participates must be aggregated in determining the maximum loan available
from the Plan. The Employer will be responsible for confirming the accuracy
of the loan amount available for participant and has an outstanding loan balance
with an Employer sponsored plan that is not administered by ING.
• All assets under the participant's Account with the Contractor will be
considered in determining the maximum loan amount available.
• Loan fee shall be deducted from the participant's total account balance before
determining the maximum loan amount available.
• Loan Interest Rate -- the interest rate used for loans from your Plan must be
commensurate with interest rates currently charged by persons in the business of
lending money for loans which would be made under similar circumstances.
The Contractor will set the loan interest rate on the first business day of each calendar
month following the month in which a change in the loan interest rate index occurs.
Changes to the loan rate will be applicable to loans issued on or after the first business
day of the month following the month in which the rate is changed. The index for
establishing the loan interest rate for the Plan is as follows. Select one of the following
options :
EJ Moody's Corporate Bond Yield Average -- Monthly Average Corporates, as
published by Moody's Investors Service, Inc. on the last business day of each
month.
The following adjustment factor is to be added to the indexed interest rate for loans
issued under the Plan. Select one of the following options.
[:] No adjustment
EJ 0.5% (one-half percent)
[:] 1.0% (one percent)
EJ 1.5% (one and one-half percent)
❑ 2% (two percent)
El 2.5% (two and one-half percent)
❑ Other (specify)*
* Subject to the Contractor's underwriting review and approval.
• Loan Repayment Frequency - The loan repayment frequency will be used to
amortize the loan- and calculate loan repayments. The loan repayment frequency will
be determined by the payroll frequency. Check all that apply. If more than one
frequency is checked, indicate the payroll location name or number to which the
frequency applies.
Frequency
E]
Weekly
EJ
Bi-weekly
Semi -Monthly
Monthly
Annually
Location Name or Number (list all that apply)
• Loan Repayment Following Separation from Service —Are participants that have
separated from service permitted to continue loan repayments?
❑ Yes —Plan Sponsor understands and agrees to the conditions noted below.
❑ No
Conditions:
1. Must be permitted under the Plan document.
2. Plan Sponsor is responsible for providing the Contractor with any and all
participant termination data in a mutually agreed upon electronic format.
3. Loan repayments for participants that have separated from service will be made via
ACH Debit to the participant's bank account.
4. Should the participant take a full distribution of his or her account balance, the
outstanding loan will be automatically defaulted.
Prepayment - Prepayment of the full loan amount will be allowed at any time, without
penalty. Partial loan prepayments are not permitted.
• Maximum loan repayment period Internal Revenue Code section 72(p) requires a
plan loan be repaid in full no later than 5 years from the date of the loan (except for a
loan used to acquire a principal residence of the plan participant). Accordingly, it may
be necessary to provide for a loan repayment term that is less than 60 months in order
to meet the Code section 72(p) requirement (e.g., 57 or 58 months, etc.).
General Purpose (maximum of 57 months.)
Residential (maximum of 360 months.)
• Investment of Loan Repayments - Loan repayments will be allocated in accordance
with the participant's current contribution investment allocation instructions on the
date a loan repayment is received in good order.
• Loan Default Restrictions - If the participant defaults on any loan under the Plan, the
participant shall not be allowed to initiate another loan of that type under the Plan until
the defaulted amount is repaid.
• Loan Fee - The Contractor shall charge a one-time fee to the Participant at the time of
loan for services rendered under this Loan Program, in the amount of $100 per loan.
Money Source Withdrawal Sequence — A withdrawal or liquidation sequence for
money sources available to fund a loan from the be identified. Omit from
the sequence the money -sources) not available to fund a loan. The. default sequence
for a governmenta1957(b) plan is shown below — if no change is made, this is the
withdrawal sequence that will apply to loans issued under the Plan.
lst Employee Elective Deferrals
2nd Rollovers from another 457 Plan
3rd Rollovers from a 401 or 403(b) Plan or IRA
Other (Please specify)
• Fund withdrawal Sequence — money will be withdrawn from participant investment
options on a pro-rata basis. Fixed Plus III Account restrictions may apply.
• Spousal Consent -- indicate if spousal consent is required for loans from the Plan
El Yes
No
• Loan Authorization — indicate who will be responsible for authorizing loan
disbursements. Select one of the following options:
El Authorized Plan Sponsor representative
0 the Contractor, based on the loan provisions of the Internal Revenue Code Section
72(p), corresponding regulations and terms of the Loan Program as identified in this
Schedule.
• Paperless Loan Processing — This service allows Plan participants to initiate general
purpose loans online through a secure website or through a toll -free customer service
line and receive a check directly from the Contractor without completing loan request
paperwork. The loan provisions (Promissory Note and Truth and Lending Disclosure)
are included on the check remittance. By endorsing the check, the participant accepts
the terms of the loan.
Paperless loan processing service is not available if the Plan requires additional
qualifying criteria for loans (e.g., hardships or unforeseeable emergency) or if the Plan
requires spousal consent for loan requests. This service is not available for residential
loan requests.
❑ Plan Sponsor elects to utilize the Contractor's paperless loan processing service.
• Loan Default Monitoring — where the Contractor is recordkeeping loans under the
Plan, the Contractor will perform loan default monitoring as described herein. The
loan default process will occur on the next to last business day of each month. This
schedule allows us to effectively monitor and take .action on loans that risk default. The
Plan Sponsor agrees that the Plan document shall identify the Grace Period as the last
business day of the calendar quarter following the calendar quarter in which the loan
repayment was due. You also agree to have the Contractor actively monitor and alert
participants of potential loan defaults and defaulted loans.
• Trust Requirement - Loans extended under this Loan Program will be held in trust by
ING National Trust.
Plan Sponsor Responsibilities:
• Ensure the Plan document and any applicable state/local law allows for loans to be
administered in accordance with the terms of this Loan Program.
• The Plan Sponsor will inform the Contractor of the any change to the provisions of the
Loan Program (and thus the criteria for approving loans under the Plan) as identified in
this Schedule.
• Establish payroll deduction of loan repayment amount for each participant with an
approved loan.
• Remit loan repayment amounts via the payroll submission tool being utilized by the
Plan Sponsor on behalf of each active participant with an approved loan. The data
provided is to include the loan identifier and repayment amount.
• Notify the Contractor via the payroll submission tool being utilized by the Plan
Sponsor of any participant with an outstanding loan who begins a leave of absence,
either bona fide (for a period of not more than one year) or due to uniformed service
(military duty) and for whom suspension of loan repayments will apply. The data
provided is to include the type of leave, the start date and the end date.
Contractor Responsibilities:
• The Contractor will set the interest rate to apply to loans issued under the Plan. Such
rate will be determined monthly for new loans. A loan will be processed using the rate
in effect when the loan request package is sent to the Participant. The loan request
package and interest rate will be valid for a maximum of 30 days. The Contractor will
reset the loan interest rate as indicated in the Loan Interest Rate section above. The rate
will apply for the duration of the loan.
• Process loans from a participant's account in accordance with the terms of the Loan
Program and the loan request package.
• Deduct the loan amount from the participant's account based on the Money Source
Withdrawal Sequence selected above, on a Oro-rata basis across all current investment
options within the participants account or such other method as agreed upon between
Contractor and the participant.
• Generate reports, including a Loan Amortization Report, to be made available to the
Plan Sponsor through a secure website. If the Plan Sponsor has elected to utilize the
Contractor's plan sponsor reporting by payroll location service, the Loan Amortization
Report will be segregated by payroll location.
• Furnish participants with quarterly account statements, reflecting loan activity since the
prior statement date.
• Provide the Plan Sponsor with the loan repayment amount for each participant loan as
determined by the level amortization calculation applicable to the amount of the loan,
the repayment frequency, and selected repayment period. Loan repayment amounts
will be provided through an automated periodic payroll feedback file as described in
Appendix III to Schedule A.
Loans can be re -amortized only upon written direction from the Plan Sponsor and only
if there has been a change in the borrower's payroll frequency or status. Outstanding
loans cannot be refinanced.
• Upon notice from Plan Sponsor that a participant with an outstanding loan is on a
qualifying leave of absence, loan repayments may be suspended for the maximum
period permitted under IRS rules. Currently, IRS rules permit loan repayments to be
suspended in the following circumstances:
• A participant on a bona fide leave may suspend payments for up to one year if the
pay received by the participant during this period is less than the amount of the
installment payments required under the terms of the loan. However, the loan
must still be repaid by the end of the loan term (i.e., the period of suspension will
be less than one year if the loan was within one year of the final payment due date
when the leave began).
• A participant on a leave of absence due to performance of the uniformed services
(as described under Internal Revenue Code Section 414(u)), may elect to suspend
loan repayments for the period of uniformed service. In this situation, upon the
participant's return from uniformed service, the loan repayment period will be
extended by a period equal to the length of the uniformed service.
The Contractor will monitor loan repayments and perform default processing if there is
an outstanding balance after the scheduled loan maturity date or there is more than one
scheduled loan repayment not received by the end of the Grace Period. Should this
occur, the entire loan will be in default. Each month, we will generate a warning
notification to any participant who has missed more than one loan repayment during
the previous quarter or has an outstanding balance after the scheduled loan maturity
date. The nolkOftormKOWes e inJ!lNations c uss im aacmergand
the date on which the loan will be defaulted unless a repayment is promptly received.
At the same time, we will generate a series of loan reports as noted below to be made
available to the Plan Sponsor through a secure website. If the Plan Sponsor has elected
to utilize the Contractor's plan sponsor reporting by payroll location service, these
following reports will be segregated by payroll location.
1. Missed First Loan Payment Report — reflects loans with a first payment due during
the current or previous month and have not had any loan payments applied.
2. Delinquent Loans Report — reflects loans that had any missing payments during the
current month.
3. Loans Past Maturity Report — reflects loans that had a loan payoff/maturity date
during the current month but have an outstanding loan balance.
4. Deemed/Offset Loans Report — reflects loans that were deemed or offset due to not
being paid by the grace period applicable to the Plan.
On the last business day of the calendar quarter we will default any loan in which the
grace period expires that day. A confirmation statement will be sent to participants for
whom a loan default is processed.
• Compute and withhold federal and state income taxes, as required by law, for loan
defaults or withdrawals from the Plan in order to repay outstanding loan amounts in
full, in accordance with the Internal Revenue Code and applicable guidance. The
Contractor will forward, within the applicable time limit, the appropriate information
return reflecting the amount of the defaulted loan disbursement and taxes withheld to
the appropriate taxing authority and to the participant.
k
Schedule C: Administrative Requirements
For purposes of this Schedule, all references to "participant" are intended to apply equally
to all account holders under the Plan. This includes participants, beneficiaries and
alternate payees.
1. Participant account statements and Plan Sponsor reports shall reflect accurate
information with regard to contributions, allocations, earnings and withdrawals.
2. Under normal circumstances and unless otherwise authorized by the Plan Sponsor;
participant quarterly statements shall be mailed within 15 days of the end of a
calendar quarter.
3. Information on payout options, including a notice which satisfies the requirements of
Internal Revenue Code Section 442(f), will be made available to participants through
the internet or a toll free telephone number. Additionally, upon a terminated
Participant's request, a licensed representative will provide to the Participant
education and assistance on the available payout options.
4. Contributions determined to be in Good Order on any day that the New York Stock
Exchange is open (a "Business Day"), and exchange, prior to the close of the e, shall be
applied to the appropriate account on that day'
g
s close of business of the New York
Stock Exchange. Contributions received at any other time will be applied to the
appropriate account on the next succeeding Business Day. Written confirmation of
receipt and deposit will be provided to the Plan Sponsor or its designee by mail. The
Contractor shall notify the Plan Sponsor or its designee by telephone within two
business days of discovery of transactions received not in Good Order. If after 5
business days, transactions remain not in Good Order, the Contractor will require the
Plan Sponsor to provide written consent for the Contractor to continue holding the
amount of the contributions related to the not in Good Order transactions in a non -
interest bearing suspense account. If after 14 business days, the transactions remain
not in Good Order, the amount of the contributions received not in Good Order will
be refunded to the Plan Sponsor.
5. A calendar year-end report shall be delivered to the Plan Sponsor, by h .'f of
the following year. The custom Plan Review book includes Plan -specific data on
plan assets, participant counts and average balances, contribution and distribution
activities, service utilization along with fund performance and Scorecard information.
Industry benchmarking is available to help you compare your Plan to other
comparable plans in the industry.
Schedule D: Plan Investment Options
The Contractor agrees to provide Plan participants with a selection of investment options
as shown below. The Plan Sponsor acknowledges that it has chosen these investment
options to be made available to participants under the Plan. The Plan Sponsor
acknowledges receipt and has reviewed the prospectuses for each identified investment
option.
Plan sponsor should consider the investment objectives, risks, and charges and expenses
of the investment options carefully before choosing to make these options available to
participants under the Plan. Fund prospectuses containing this and other information
can be obtained by contacting your local representative. Please read the information
carefully before signing this Agreement. You may also visit our website at
www.jMgMtkgMXv1ans.co „misr�onsor to view your Plan -on-line.
Schedule E Investment Provider Minimum Standards Disclosure -Statement
The following items summarize the minimum administrative requirements
required in order for the Contractor to transact with an investment provider on
the Plan's behalf:
l . Prising Deadlines: The investment provider must furnish the Contractor
with confirmed net asset value information as of the close of trading
(generally 4:00 p.m., Eastern Time) on the New York Stock Exchange
("Close of Trading") on each business day that the New York Stock
Exchange is open for business ("Business Day") or at such other time as
the net asset value of the fund is calculated, as disclosed in the relevant
then current prospectus(es) in a format that includes (I*) the fund's name
and the change from the last calculated net asset value, (ii) dividend and
capital gains information as it arises. Such information shall be
provided to the Contractor by 6:30 p.m. Eastern Time. "Net" means
after all management, service and administrative expenses are deducted.
2. Priciniz Error Reimbursements: The investment provider shall agree to
hold the Plan harmless for any amounts erroneously credited to
participant accounts due to (1*) an incorrect calculation of the fund's
daily net asset value ("NAV"), dividend rate, or capital gains
distribution rate or (ii) incorrect or late reporting of the daily net asset
value, dividend rate, or capital gains distribution rate of a fund, by
reimbursing the Contractor, on the Plan's behalf. In addition, the fund
shall be liable to the Contractor for systems and out of pocket costs
incurred by the Contractor in making the Plan's or the participant's
account whole, if such costs or expenses are a result of the fund's failure
to provide timely or correct net asset values, dividend and capital gains
or financial information and if such information is not corrected by 4:00
p.m. Eastern Time of the next Business Day after releasing such
incorrect information provided the incorrect NAV as well as the correct
NAV for each day that the error occurred is provided. If a mistake is
caused in supplying such information, which results in a reconciliation
with incorrect information, the amount required to make a Plan's or a
Participant's account whole shall be borne by the investment provider
providing the incorrect information, regardless of when the error is
corrected.
3.
Sales Literature: The investment provider will provide to the Contractor
at least one com lete co of all pros ectuses statements of additional
P - EE 4 1
information, annual and semiannual reports and proxy statements, other
related documents, and all amendments or supplements to any of the
above documents that relate to the fund promptly after the fling of such
document with the SEC or other regulatory authorities. The investment
provider agrees to provide to the Contractor, in electronic format,
performance updates and portfolio updates for the fund within 10
business days after the end of each calendar quarter.
4. Advertising: Advertising and literature with respect to the fund
prepared by the Contractor for use in marketing shares of the fund to the
Plan shall be submitted to the investment provider for review and
approval before such material is used with the Plan. The investment
provider shall advise the Contractor in writing within three (3) Business
Days of receipt of such materials of its approval or disapproval of such
materials.
5. Expense Reimbursement: The investment provider shall make available
for reimbursement certain out-of-pocket expenses the Contractor incurs
in connection with providing shareholder services to the Plan. These
expenses include actual postage paid by the Contractor in connection
with mailing updated prospectuses, supplements and financial reports to
participants, and all costs incurred by the Contractor associated with
proxies for the fund, including proxy preparation, group authorization
letters, programming for tabulation and necessary materials (including
postage).
b. Excessive Trading: The investment provider shall use its best efforts
and shall reasonably cooperate with the Contractor to generally prevent
any market timing and frequent trading activity under the Plan. See the
ING "Excessive Trading" Policy, Schedule F.
Schedule F: ING Excessive Trading Policy
The ING family of insurance companies ("ING"), as providers of multi -fund variable
insurance and retirement products, has adopted this Excessive Trading Policy to respond to
the demands of the various fund families which make their funds available through our
variable insurance and retirement products to restrict excessive fund trading activity and to
ensure compliance with Section 22c-2 of the Investment Company Act of 1940, as
amended. ING's current definition of Excessive Trading and our policy with respect to
such trading activity is outlined below.
1. ING actively monitors fund transfer and reallocation activity within its variable
insurance and retirement products to identify Excessive Trading.
ING currently defines Excessive Trading as:
a. More than one purchase and sale of the same fund (including money market
funds) within a 60 calendar day period (hereinafter, a purchase and sale of the
same fund is referred to as a "round-trip"). This means two or more round -trips
involving the same fund within a 60 calendar day period would meet ING's
definition of Excessive Trading; or
b.. Six round -trips within a twelve month period.
The following transactions are excluded when determining whether trading activity is
excessive:
a. Purchases or sales of shares related to non -fund transfers (for example, new
purchase payments, withdrawals and loans);
b. Transfers associated with scheduled dollar cost averaging, scheduled
rebalancing or scheduled asset allocation programs;
c. Purchases and sales of fund shares in the amount of $5,000 or less;
d. Purchases and sales of funds that affirmatively permit short-term trading in
their fund shares, and movement between such funds and a money market fund;
and
e. Transactions initiated by a member of the ING family of insurance companies.
2. If ING determines that an individual has made a purchase of a fund within 60 days of a
prior round-trip involving the same fund, ING will send them a letter warning that
another sale of that same fund within 60 days of the beginning of the prior round-trip
will be deemed to be Excessive Trading and result in a six month suspension of their
ability to initiate fund transfers or reallocations through the Internet, facsimile, Voice
Response Unit (VRU), telephone calls to the ING Customer Service Center, or other
electronic trading medium that ING may make available from time to time ("Electronic
Trading Privileges"). Likewise, if ING determines that an individual has made five
round -trips within a twelve month period, ING will send them a letter warning that
another purchase and sale of that same fund within twelve months of the initial
purchase in the first round-trip in the prior twelve month period will be deemed to be
Excessive Trading and result in a six month suspension of their Electronic Trading
Privileges. According to the needs of the various business units, a copy of the warning
letters may at e s tyl
, to ers
2
ate
fund transfers or reallocations, the agent/registered representative or investment adviser
for that individual. A copy of the warning letters and details of the individual's trading
activity may also be sent to the fund whose shares were involved in the trading activity.
3. If ING determines that an individual has used one or more of its products to engage in
Excessive Trading, ING will send a second letter to the individual. This letter will state
that the individual's Electronic Trading Privileges have been suspended for a period of
six months. Consequently, all fund transfers or reallocations, not just those which
involve the fund whose shares were involved in the Excessive Trading activity, will
then have to be initiated by providing written instructions to ING via regular U.S. mail.
During the six month suspension period, electronic "inquiry only" privileges
will be permitted where and when possible. A copy of the letter restricting future
transfer and reallocation activity to regular U.S. mail and details of the individual's
trading activity may also be sent to the fund whose shares were involved in the
Excessive Trading activity.
4. Following the six month suspension period during which no additional Excessive
Trading is identified, Electronic Trading Privileges may again be restored. ING will
continue to monitor the fund transfer and reallocation activity, and any future
Excessive Trading will result in an indefinite suspension of the Electronic Trading
Privileges. Excessive Trading activity during the six month suspension period will also
result in an indefinite suspension of the Electronic Trading Privileges.
5. ING reserves the right to limit fund trading or reallocation privileges with respect to
any individual, with or without prior notice, if ING determines that the individual's
trading activity is disruptive, regardless of whether the individual's trading activity
falls within the definition of Excessive Trading set forth above. Also, ING's failure to
send or an individual's failure to receive any warning letter or other notice
contemplated under this Policy will not prevent ING from suspending that individual's
Electronic Trading Privileges or taking any other action provided for in this Policy.
6. Each fund available through ING's variable insurance and retirement products, either
by prospectus or stated policy, has adopted or may adopt its own excessive/frequent
trading policy. ING reserves the right, without prior notice, to implement restrictions
and/or block future purchases of a fund by an individual who the fund has identified as
violating its excessive/frequent trading policy. All such restrictions and/or blocking of
future fund purchases will be done in accordance with the directions ING receives from
the fund.
I,
Wit. ,
Schedule G: General Compensation Provisions
1. Direct and Indirect Compensation:
This Schedule describes compensation received by the Contractor for services
rendered to the Plan and Plan participants, including fees and revenue derived
from both direct and indirect sources.
Direct Compensation includes compensation paid directly by Plan Sponsor or
the Plan to the Contractor for plan recordkeeping and administrative services
including certain transaction fees that are charged directly to participant
accounts.
Indirect Compensation includes compensation from sources other than direct
fees that the Contractor may collect from third parties, including revenue
derived from service arrangements with mutual funds, revenue sharing and
other indirect compensation that may be generated in servicing the Plan.
2. Assumptions:
As provided in Section 1 of the Agreement, the Contractor has agreed to
perform certain services. Based on the assumptions outlined in the Agreement,
the Contractor agrees to supply the Services for the compensation specified in
Section 3.01 of the Agreement, as supplemented by any additional
compensation or transaction fees as specified within Schedule B with respect to
administration of loans under the Plan and with respect to Investment Advisory
Services and/or Self Directed Brokerage Account, as specified in a separately
executed agreement(s).
3. Fund Specific Revenue:
Indirect compensation received by the Contractor represents revenue from
investment companies based on the investment of assets held in the Plan
pursuant to agreements between the applicable investment companies and the
Contractor. They represent fees payable from such investment companies for
shareholder services, sub -transfer agency services, or pursuant to a 12b-1 plan
adopted by such investment companies.
In the case of investment options of ILIAC affiliates or former affiliates,
Contractor compensation represents revenue assumptions made by the
Contractor's defined contribution business for purposes of product pricing.
Gross revenues from such investment options generally include payments for
investment management and for certain administrative services. Pricing
assumptions are derived from gross fund revenues, less the internally
transferred costs of fund management and administration. The pricing
assumptions for certain investment options of ILIAC affiliates or former
affiliates reflect the approximate weighted average of the net fund revenues of
each portfolio within a given ILIAC fund complex.
4 . Changes in Investment ti ons :
-- - 0 p
To the extent the Contractor's compensation is derived in whole or in part from
revenue from the Plan Sponsor's selection of certain investment products
offered by or through the Contractor, the Contractor reserves the right to amend
the Agreement, including this Schedule, in the event such revenue is reduced
by a change in the investment products or options available under the Plan.
Schedule H ILIAC's Policy For Correction of Inadvertent Processing Errors
As your Plan's administrative service provider, ING Life Insurance and Annuity
Company ("ILIAC") has agreed to process transaction orders received in good order
prior to market close from the plan and plan participants accurately and on a timely basis.
We seek to avoid transaction processing errors to the greatest extent possible, but
inadvertent errors do occur from time to time. Inadvertent processing errors are
exclusively defined as incorrect or untimely processing by ILIAC employees of
transactions that are received in good order. Inadvertent processing errors do not include
errors made by plan sponsors or third parties.
ILIAC will correct any identified inadvertent processing error caused by ILIAC
(an "ILIAC inadvertent processing error") as soon as practicable, typically no later than
five (5) business days after ILIAC has identified sufficient information to correct the
error. ILIAC represents that in no event will ILIAC exercise discretionary authority or
control over the correction of inadvertent processing errors in order to maximize gain or
correct such error for ILIAC's own benefit or interest.
Once an ILIAC inadvertent processing error has been identified, we promptly
take corrective action to put the plan and its participants in a position financially
equivalent to the position they would have been in if the processing error had not
occurred. This means that ILIAC will make the plan whole for any loss to a plan
resulting from correcting an ILIAC processing error. If any gain to a plan results in
connection with a corrected transaction, ILIAC will keep that gain. The following
examples illustrate the effect of the policy:
• When a plan participant directs that a certain dollar amount be contributed to
his or her plan account, ILIAC credits the number of investment units that
dollar amount will purchase to the participant's account on Day 1, the day the
contribution is processed.
The number of units is based on the unit's dollar value on Day 1, as set by the
investment fund and communicated to ILIAC after market close. If an inadvertent
error occurs, and ILIAC does not process the contribution until Day 2, ILIAC will
determine the number of units that should have been credited on Day 1, using Day
1's unit price. If, on Day 2, the unit price has gone up, the dollar amount of the
contribution will not be enough to cover the number of units the participant
should have received. ILIAC will make up the difference such that the participant
receives the number of units he or she would have received on Day 1 and ILIAC
will absorb the loss. The participant is not charged for any additional cost.
However, if, on Day 2, the unit price has gone down, the amount of the
contribution would purchase more units on Day 2 than it would have
purchased on Day 1. In that circumstance, the participant will receive the
number of units he or she would have received on Day 1 had the transaction
been processed and ILIAC will keep the excess as part of its overall fee for
services under the contract.
Regardless of whether there is a gain or a loss, the participant receives the
benefit of what he or she requested.
When a plan participant makes a withdrawal request of a certain dollar amount
from his or her account, ILIAC liquidates or sells the number of investment units
needed in order to make the distribution. Thus, on Day 1, ILIAC typically
would sell or liquidate investment units in the participant's investment fund at
Day 1's price to make the distribution. If, due to an ILIAC inadvertent
processing Error, ILIAC processes the instructions a day late, ILIAC will make
sure that the participant receives the dollar amount he/she requested. ILIAC will
sell or liquidate the same number of units that would have been sold on Day 1
had the transaction been accomplished on Day 1. If the unit price has declined,
liquidated units will have a lower value on Day 2 than they had on Day 1, which
means that ILIAC must make up the difference so that the participant receives
the requested amount in full. In doing so, ILIAC will incur a loss, which it
absorbs. On the other hand, if the market has gone up and the units have
increased in value, ILIAC will sell the same number of units as it would have
sold on Day 1, but the sales amount will be higher than the requested
withdrawal. ILIAC will keep the excess as part of its overall fee. In either
circumstance, the participant receives the benefit of what he or she requested and
bears no additional cost.
ILIAC tracks the net financial experience of ILIA.C's Correction Account and the effect
of the corrections for each affected plan on an annual basis and will make that
information available in accordance with ERISA Section 408(b)(2). Any gains kept by
ILIAC constitutes additional compensation for the services provided by ILIAC under its
contract and ILIAC will report it in accordance with ERISA Section 408(b)(2)•
By executing an administrative services agreement with ILIAC, you are
authorizing ILIAC's application of the error correction policy as described above to your
Plan in connection with the plan administrative services that ILIAC will provide. You
have the right to terminate ILIAC's services in accordance with the terms of the
administrative services agreement.
S6heu1e : Authorized Plan Sponsor Representative
The Contractor is hereby authorized to act upon the directions, instructions, and any
information provided by any of the Authorized Plan Sponsor Representatives listed below.
These signatures will be accepted until the Contractor is notified of a change in writing.
The following person(s) have the authority under the Plan to provide direction to the
Contractor with respect to administration of the Plan including any benefit sensitive
financial transactions permitted under the Plan and requests for contribution refunds. In
the event that a Plan Sponsor Representative is removed or replaced, the Contractor must
be notified immediately in writing - please contact the Contractor's designated Plan
Manager to request the applicable administrative form to complete.
I. ( Name (please type or print)
Agency, Division or Location Name and Code (if applicable)
Authorized Plan Sponsor Representatives Signature
2. 1 Name (please type or print)
Agency, Division or Location Name and Code (if applicable)
Authorized Plan Sponsor Representatives Signature
1 j Name (please type or print)
Agency, Division or Location Name and Code (if applicable)
Authorized Plan Sponsor Representatives Signature
4. 1 Name (please type or print)
Agency, Division or Location Name and Code (if applicable)
Authorized Plan Sponsor Representatives Signature
Title
Title
Title
Title
Schedule K: Contractor's Primary Contact
The Contractor designates the following individual(s) to serve as its primary point of
contact to the Plan Sponsor with respect to this Agreement.
n. fg�:taxrie
Plan Manager
ING Life Insurance and Annuity Company
One Orange Way
Windsor, CT 06095
Aine
Rolubi""A lo.14Wk —j71—
Schedule K: Licensed Representatives
The Contractor designates the following individual(s) to serve as its Iicensed
representatives with respect to this Agreement. Licensed representatives are designated as
one of the following:
Agent, including Career Agent --- Appointed with ING Life Insurance and Annuity
Company, registered representative of ING Financial Partners, Inc. and receives
commission based compensation.
Broker — (Non ING FA Only) — Appointed with ING Life Insurance and Annuity
Company, but affiliated with a broker -dealer other than ING Financial Partners, Inc. and
receives commission based compensation.
Salaried Enroller -- ING Life Insurance and Annuity Company employees who will not
receive commission based salary and are registered representatives of ING Financial
Partners, Inc.
F-1 Agent [:] Broker F Salaried Enroller
Representative Name
Broker Dealer Affiliation
Last 4 Digits SSN
Office Code Rep # % Participation (Lac. Code
Agent
Broker F-1 Salaried Enroller
Representative Name
Broker Dealer Affiliation
Office Code
Agent
Rep #
Broker
Representative Name
Broker Dealer Affiliation
Last 4 Digits SSN
% Participation (Loc. Code
Salaried Enroller
Last 4 Digits SSN
Office Code Rep # % Participation _ Loc. Code )