Company Name Plan # (REQUIRED)
Balances Less Than $1,000.00
I instruct Paychex Retirement Services to issue a check to the employee, less the mandatory 20% federal and applicable state income
tax withholding, if the employee has not returned a completed distribution form within 30 days of receiving a final distribution notice.
Balances Greater Than $1,000.00 (must automatically be rolled over to an IRA)
I instruct Paychex Retirement Services to issue a check to the IRA Company named below if the employee has not returned a
completed distribution form within 30 days of receiving a final distribution notice.
Important: Account balances greater than $5000.00 may not be distributed unless the plan is terminated.
Indicate the IRA company selected to receive distributions subject to automatic rollover:
I would like Paychex Retirement Services to assist
me in setting up a Rollover IRA.
By checking this box, you authorize Paychex to provide Plan
and Participant information to the institutions involved with the
facilitation of the rollover and establishment of the IRA. Such
information shall include, but is not limited to, name, date of
I have established a Rollover IRA for each employee
who has a balance greater than $1,000.00, and I have
attached a copy of the completed IRA applications.
Rollover IRA Company Name
birth, address, and social security number. The information will
be provided for the sole purpose of establishing an IRA for the
Participant in accordance with the Department of Labor’s
automatic rollover safe harbor provisions and pursuant to the
Plan Administrator’s specific direction to rollover the
Participant’s vested benefits.
Paychex will receive a $10 referral fee from each of the
institutions involved with the facilitation of the rollover and
establishment of the IRA.
IRA Company Address
Provide below the employees who are subject to an involuntary distribution. A current address is required for each employee.
Participant Name
Last 4 Digits
Social Security
Update address if different than what’s on file.
I understand that if a participant has an account balance greater than $1,000.00 and an IRA company is not established, the distribution will not be
processed as requested. I also understand that any undeliverable funds will be reinvested in the retirement plan.
If insufficient information or delivery instructions are provided to effectuate a rollover, affected participant accounts will remain in the plan and continue to be
subject to the terms of the applicable administrative services agreement, including, but not limited to, those terms regarding the accrual and payment of fees.
I have acted in accordance with the Department of Labor’s (DOL) Missing Participants Guidance for Terminated Plans (DOL Field Assistance Bulletin 2014-
01), and proper attempts were made to contact missing participants regarding their benefits and distribution options. The participants listed above were
unable to located or failed to make an affirmative distribution election.
Plan Administrator Signature Date
Plan Administrator Name Telephone
Email Address
Send Inquiries to:
Paychex Retirement Services
Attn: L&D Department,
1175 John Street,
West Henrietta, NY 14586
Attn: Loans and Distributions
RS0079 03/19
Request for Involuntary Distribution
Plan Sponsor:
City: State:
Number: ( ) Tax ID #:
Plan and Trust Name(s):
Plan Fiduciary (if different):
City: State:
Number: ( ) Tax ID #:
This Automatic Rollover Individual Retirement Account Service Agreement (the
“Agreement”) is entered into by and between MG Trust Company, LLC (the
“Custodian”), the Plan Sponsor effective as of , 20 (the “Effective Date”).
Whereas, the Plan Sponsor maintains the above-referenced Plan; and
Whereas, the Plan Sponsor is the fiduciary of the Plan, as such term is defined in
Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”); and
Whereas, as permitted by the Internal Revenue Code of 1986, as amended
(“Code”), the Plan requires “Mandatory Distributions,” defined as follows: (a) an
immediate distribution from an ongoing plan to a terminated participant without such
participant’s consent if the present value of the participant’s vested accrued benefit (i)
exceeds $1,000 but does not exceed $5,000, and/or (ii) is equal to or less than $1,000; or
(b) a distribution following termination of the Plan; and
Whereas, Code Section 401(a)(31)(B) requires, and the fiduciary safe harbors
provided under Title 29 of the Code of Federal Regulations, Section 2550.404a-2 and
Section 2550.404a-3, respectively, (each a DOL Regulation,” and collectively the DOL
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Regulations”) permit the Plan to provide that Mandatory Distributions be rolled over into
individual retirement accounts (“IRAs”) established by the plan administrator to the
extent that Plan participants do not elect to either have such distributions paid directly to
an eligible retirement plan, or to receive the distribution directly (“Automatic
Rollovers”); and
Whereas, the Custodian offers IRAs through custodial accounts that meet the
requirements of Code Section 408(a)(2), as amplified by Section 1.408-2(d) of the
Treasury Regulations, and serves as custodian of such IRAs; and
Whereas, in order to comply with the above-referenced Code and DOL
Regulation requirements, the Plan Sponsor desires to establish Automatic Rollover IRAs
by transferring Mandatory Distributions to the Custodian as necessary to comply with the
Code and the DOL Regulations.
Now, therefore, in consideration of the preambles and the agreements contained
herein, and for other good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, the Parties hereto agree as follows:
Section 1. Appointment of the Custodian as Automatic Rollover IRA
Provider. The Plan Sponsor has selected the Custodian and the Custodian has agreed to
provide services related to establishment of Automatic Rollover IRAs sponsored by the
Custodian to hold Automatic Rollovers from the Plan. The execution of this Agreement
is intended to satisfy the fiduciary responsibility provision of Section 404(a) of ERISA
and the DOL Regulations to the extent applicable to the Plan.
Section 2. Scope of Agreement. This Agreement sets forth the basic terms
and conditions pursuant to which the Custodian agrees to provide and the Plan Sponsor
agrees to secure from the Custodian services related to Automatic Rollover IRAs, as
supplemented by the IRA Adoption Agreement and the IRA Disclosure Statement. The
services provided hereunder shall be subject to the general terms and conditions of the
IRA Custodial Account Agreement. Services under this Agreement will commence for
Mandatory Distributions made from the Plan on or after the Effective Date.
Section 3. Plan Sponsor Directions.
(a) The Plan Sponsor hereby directs the Custodian to establish IRAs to
receive Automatic Rollovers from the Plan in accordance with Section 401(a)(31)(B) of
the Code, the DOL Regulations, and the terms of the Plan upon receipt by the Custodian
of “Instructions” from the Plan Sponsor sufficient to establish same. As used herein, the
term Instructions shall mean any oral, written, or electronic direction given to the
Custodian in a form and manner required or accepted by the Custodian. The Custodian
may require that any Instruction be in writing or in an electronic format, and may
recognize standing requests, directions, or requisitions as Instructions. The Plan Sponsor
shall provide Instructions to the Custodian consisting of such information and data in the
form of electronic files and in a format as shall be reasonably requested by the Custodian
regarding specific participant information necessary to establish such IRAs, including
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without limitation the name of the Plan, the name of the participant, the address of the
participant that is the most recent mailing address for the participant in the records of the
participant’s employer and the Plan administrator, the tax identification number of the
participant, and the birth date of the participant.
(b) Upon receipt of confirmation from the Custodian that an IRA has
been established, the Plan Sponsor will cause the direct rollover of the Mandatory
Distribution from the Plan to the IRA identified by the Custodian. The transfer by the
Plan Sponsor of an electronic file containing the necessary participant information, and
the receipt of the corresponding rollover amounts will serve as evidence of the Plan
Sponsor’s authorization and direction to establish an IRA for each of the individuals
included in such electronic files. The Plan Sponsor shall promptly notify the Custodian
of any errors in the information transmitted and shall direct the Custodian with respect to
actions to correct such errors.
(c) The Plan Sponsor hereby directs the Custodian to invest the corpus
of each IRA opened pursuant to this Section in an FDIC-insured bank account (the
“Investment Option”).
Section 4. Responsibilities of the Custodian. Upon receipt of sufficient
Instructions (as defined in Section 3(a)) from the Plan Sponsor or its designated agent in
the form of electronic files, the Custodian will open an IRA on behalf of an individual
participant based upon the Instructions so provided. The Custodian will provide the Plan
Sponsor with the IRA identifying information and confirmation that the Custodian is
prepared to receive a transfer of assets from the Plan. Upon receipt of the assets the
Custodian will invest the assets as directed by the Plan Sponsor and will assess fees and
expenses in accordance with the schedule attached to this Agreement as Attachment A.
In accordance with the notification requirements of Section 408(a) of the Code and
Section 1.408-6 of the Treasury regulations, the Custodian will provide, at the address
provided by the Plan Sponsor as the participant’s most recent mailing address in the
records of the participant’s employer and the plan administrator pursuant to Section 3(a)
above, the following information to the individual participant for whom the Automatic
Rollover IRA is to be established (the IRA Holder”): (a) an IRA Adoption Agreement
completed with the account opening information as provided by the Plan Sponsor; and
(b) an IRA Disclosure Statement. The Custodian will update the IRA information with
any corrected or updated information as provided by the IRA Holder from time to time.
The Custodian will have no obligation to verify the accuracy of the information as
provided by the Plan Sponsor or to search for or ascertain the whereabouts of the IRA
Holder until such time as required minimum distributions are to commence.
Section 5. Fees and Expenses. The Plan Sponsor understands and agrees
(a) Only cash may be rolled into an Automatic Rollover IRA;
(b) Each Automatic Rollover IRA will bear fees and expenses in
accordance with the fee schedule attached as Attachment A to this Agreement; and
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(c) Such fees and expenses may change from time to time, but will not
exceed fees and expenses that would be charged by the Custodian for a comparable IRA
established for reasons other than the receipt of an Automatic Rollover.
Section 6. Enforcement by Participant. This Agreement shall be
enforceable by a Plan participant with respect to a Mandatory Distribution transferred to
an Automatic Rollover IRA established for the benefit of such participant.
Section 7. Plan Sponsor Representations and Warranties.
(a) Generally. The Plan Sponsor represents and warrants that:
(1) This Agreement has been duly authorized, executed and
delivered by and constitutes a valid and binding agreement of the Plan Sponsor. Neither
the execution nor delivery of this Agreement nor the transaction contemplated hereby,
will result in any breach of a charter, bylaw, partnership agreement, order, law, rule or
regulation to which the Plan Sponsor is a party or otherwise applicable to the Plan
(2) The Plan is a tax-qualified retirement plan under Code
Section 401(a), et seq., or a plan described in Code Section 403(b) or 457(b), and
includes Mandatory Distribution and Automatic Rollover provisions with respect to
distributions made after the Effective Date;
(3) Transfers of Mandatory Distributions to the Custodian are
consistent with the terms of the Plan and applicable law;
(4) The Plan Sponsor has furnished participants with a
summary plan description, or a summary of material modifications, that describes the
Plan’s Automatic Rollover provisions and the explanation required by Title 29 of the
Code of Federal Regulations, Section 2550.404a-2(c)(4) or Section 2550.404a-3(e), as
(5) The Plan Sponsor has determined that (i) the Investment
Option is designed to preserve principal and provide a reasonable rate of return consistent
with liquidity, and (ii) the Investment Option seeks to maintain, over the term of the
investment, the dollar value that is equal to the amount invested in the Investment Option
by the Automatic Rollover IRA, except insofar as fees and expenses may be charged to
such IRA in accordance with Section 5 hereof;
(6) The Plan Sponsor has received the IRA Custodial Account
Agreement, the IRA Disclosure Statement, rate of return information with respect to the
Investment Option, and the Fee Disclosure, all of which are attached hereto or previously
have been provided to the Plan Sponsor by the Custodian;
(7) The Investment Option is the only option available under
Automatic Rollover IRAs established pursuant to this Agreement, and the respective IRA
Holders will incur account establishment, annual maintenance, and other administrative
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fees if any such IRA Holder directs the transfer of the corpus of his or her Automatic
rollover IRA to another investment option with another IRA provider;
(8) The selection of the Custodian and the Investment Option
will not result in a prohibited transaction under ERISA Section 406;
(9) With respect to each data transmission, the account opening
information provided to the Custodian, along with the direction to establish the IRA, is
the most recent and accurate information available to the Plan and the Plan Sponsor, and
the Plan participant for which the Automatic Rollover is made has not elected to receive
the distribution directly; and
(10) The Plan Sponsor acknowledges that, in the absence of any
specific instruction or direction from the participant, the beneficiary of each Automatic
Rollover IRA will be the estate of the IRA Holder, as provided for in the IRA Custodial
Account Agreement.
(b) Survival. The provisions of Section 7(a) shall survive the
termination of this Agreement.
Section 8. Custodian Representations and Warranties. The Custodian
represents and warrants that:
(a) This Agreement has been duly authorized, executed and delivered
by the Custodian and constitutes a valid and binding agreement of the Custodian. Neither
the execution nor delivery of this Agreement nor the transaction contemplated hereby
will result in any breach of any charter, by law, order, law, rule or regulation to which the
Custodian is a party or which is otherwise applicable to the Custodian.
(b) The Automatic Rollover IRA fees and expenses described in
Attachment A to this Agreement shall at all times be comparable to fees and expenses for
similar IRAs provided by the Custodian for reasons other than the receipt of a Mandatory
(c) Disclaimer. Except as expressly set forth in this Agreement, no
Party makes any other representations or warranty and specifically disclaims all other
representations or warranties, express or implied, including, without limitation, any
implied warranties of merchantability and fitness for a particular purpose.
Section 9. Confidentiality. The Parties recognize that in the course of
implementing and providing the services described herein, each Party may disclose to the
other “Confidential Information.” All such Confidential Information, individually and
collectively, and other proprietary information disclosed by a party shall remain the sole
property of the party disclosing the same, and the receiving party shall have no interest or
rights with respect thereto. Each party agrees to maintain all such Confidential
Information in trust and confidence to the same extent that it protects its own proprietary
information, and not to disclose such Confidential Information to any third party without
the written consent of the other party(ies). Each party further agrees to take all
RET0016 8/13/2012
reasonable precautions to prevent any unauthorized disclosure of Confidential
Information. In addition, each party agrees not to disclose or make public to anyone, in
any manner, the terms of this Agreement, except as required by law, without the prior
written consent of the other party(ies). As used in this Section, the term Confidential
Information shall mean proprietary information of the Parties to this Agreement,
including but not limited to, their inventions, confidential information, know-how, trade
secrets, business affairs, prospect lists, product designs, product plans, business
strategies, finances, and fee structures.
Section 10. Direction to Other Party. The Plan Sponsor and Custodian, as
applicable may appoint one or more individuals in writing to provide direction and
information to each other. Each Party may rely on the directions received and reasonable
believed to be from the individuals designated as authorized and shall be fully
indemnified by the other Party for any action taken or omitted by it in reliance upon a
properly signed direction by an authorized Party.
Section 11. Authorized Parties. The Plan Sponsor is responsible for
obtaining and paying all fees and charges necessary to permit the delivery of information
and funds between the Plan’s administrator or recordkeeper, the Plan, and the Automatic
Rollover IRA Custodian, as contemplated by this Agreement.
Section 12. Mutual Indemnification. The Plan Sponsor hereby agree(s) to
indemnify, defend and hold the Custodian and its affiliates, and their respective directors,
manager, officers, employees, agents and other representatives (the “Indemnified
Parties”) harmless from any and all losses, costs, excise taxes, expenses, fees, liabilities,
damages, claims of any nature whatsoever, including but not limited to legal expenses,
court costs, legal fees, costs of or associated with enforcement actions, investigations,
suits, and regulatory or other actions and appeals thereof resulting from their reliance
upon any certificate, notice, confirmation, or Instruction, purporting to have been
delivered by the Plan Sponsor or its agent (“Plan Representative(s)”). The Plan Sponsor
waives any and all claims of any nature it now has or may have against the Indemnified
Parties, which arise, directly or indirectly, from any action that the Custodian takes in
good faith in accordance with any certificate, notice, confirmation, or Instruction from
the Plan Sponsor. The Plan Sponsor and the Plan Administrator also hereby agree to
indemnify, defend and hold the Indemnified Parties harmless from and against any and
all losses, costs, excise taxes, expenses, fees, liabilities, damages, claims of any nature
whatsoever, including but not limited to legal expenses, court costs, legal fees, costs of or
associated with enforcement actions, investigations, suits, an
d regulatory or other actions
and appeals thereof, arising, directly or indirectly, out of any loss or diminution of the
Automatic Rollover IRA resulting from changes in the market value of the Automatic
Rollover IRA assets; reliance, or action taken in reliance, on Instructions from Plan
Sponsor or one or more Plan Representatives; any exercise or failure to exercise
investment direction authority by the Plan Sponsor or by a Plan Representative; any
other act or failure to act by Plan Sponsor; any prohibited transaction or disqualification
of a Plan due to any actions taken or not taken by the Custodian in reliance on
Instructions from the Plan Sponsor; or any other act the Custodian takes in good faith
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hereunder that arises under this Agreement or the administration of the Automatic
Rollover IRA pursuant hereto.
The Custodian shall not be liable to the Plan Sponsor for any act, omission, or
determination made in connection with this Agreement except for its gross negligence or
willful misconduct. Without limiting the generality of the foregoing, the Custodian shall
not be liable for any losses arising from its compliance with Instructions from the Plan
Sponsor or a Plan Representative, or executing, failing to execute, failing to timely
execute or for any mistake in the execution of any Instructions, unless such action or
inaction is by reason of the gross negligence or willful misconduct of the Custodian.
The provisions of this Section 12 shall survive the termination, amendment or
expiration of this Agreement.
Section 13. Term. This Agreement is effective as of the Effective Date and
shall continue in full force and effect until terminated. This Agreement may be
terminated by any Party at any time upon sixty (60) days prior written notice to the
address of record of the other Party.
Section 14. Governing Law. This Agreement shall be governed by and
construed in accordance with and enforced pursuant to the laws of the State of Colorado
to the extent not preempted by the controlling federal law.
Section 15. Limitation on Custodian’s Liability; Force Majeure. The
Custodian shall not be responsible for any default or act or omission provided that the
Custodian acted in good faith, unless such conduct was found to constitute gross
negligence or willful misconduct, and shall not be liable for undertaking any act on
instructions from the Plan Sponsor or for failing to act in the absence of such instructions.
The Custodian shall not be responsible for losses caused directly or indirectly by
conditions beyond its reasonable control or that could not be avoided by the exercise of
due care, including, but not limited to an act of God, any mechanical failure, war, natural
disaster, government restrictions or changes, exchange, market rulings, strikes,
interruptions of communications or data processing services, or disruptions in orderly
trading on any exchange or market. The Parties acknowledge that unforeseen
circumstances may temporarily prevent or prohibit the Custodian from performing its
services. If the Custodian is not able to perform its related services for a period of more
than three (3) Business Days, the Custodian shall notify the Plan Sponsor in writing.
Section 16. Notices. Any notice or authorization required to be given pursuant
to the terms and provisions hereof will be deemed effective on the date of receipt and
may be sent by United States postal service first class mail, postage prepaid, overnight
delivery service or by certified or registered mail to the addresses below. Either Party
may change its address by written notice to the other Party.
Section 17. Successors and Assigns. Either the Plan Sponsor or the Custodian
may assign or transfer this Agreement or any of its rights and obligations under this
Agreement, upon 30 days prior written notice to the other Parties, provided that the
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assignee agrees in writing to the obligations of the assigning Party, as set forth in this
Section 18. Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid or unenforceable, the remaining provision will
continue to be full effective, provided that both Parties will exercise their best efforts in
good faith to replace by mutual agreement any such invalid or unenforceable provision
that in the opinion of either Party materially effects their position under the Agreement.
Section 19. Waiver. The Parties voluntarily, knowingly and irrevocably waive
any right to have a jury participate in resolving any dispute between the Parties arising
out or in any way related to this Agreement. No claim may be made by the Plan Sponsor
against the Custodian for any lost profits or any special, indirect or consequential
damages in respect of any breach or wrongful conduct in any way related to this
Section 20. Dispute Resolution. The Parties acknowledge that this
Agreement evidences a transaction involving interstate commerce. The Parties agree that
any misunderstandings or disputes arising from this Agreement shall be decided by
binding arbitration which shall be conducted, upon request by any Party, in Denver,
Colorado, before three (3) arbitrators designated by the American Arbitration Association
(the “AAA”), in accordance with the terms of the Commercial Arbitration Rules of the
AAA, and, to the maximum extent applicable, the United States Arbitration Act (Title 9
of the United States Code). The decision of the majority of the arbitrators shall be
binding and conclusive upon the Parties. Notwithstanding anything herein to the
contrary, any Party may proceed to a court of competent jurisdiction to obtain equitable
relief at any time, other than to stay arbitration. Further, any such court proceeding shall
only be brought in the federal district court in Denver, Colorado. The arbitration panel
shall have no authority to award special, indirect, consequential, punitive or other
damages not measured by the prevailing Party’s actual damages. To the maximum extent
practicable, an arbitration proceeding under this Agreement shall be concluded within
one hundred eighty (180) days of the filing of the dispute with the AAA. The provisions
of this arbitration clause shall survive any termination, amendment or expiration of this
Agreement and if any term, covenant, condition or provision of this arbitration clause is
found to be unlawful or invalid or unenforceable, the remaining parts of the arbitration
clause shall not be affected thereby and shall remain fully enforceable. Judgment on any
award rendered by the arbitration panel may be entered in any court having competent
jurisdiction. The Parties shall each pay one-half of the forum and arbitrators' fees. The
prevailing Party in the arbitration, or in any court proceeding, shall be entitled to its
reasonable attorney's fees and expenses from the non-prevailing Party.
Section 21. USA Patriot Act Notification. The following notification is
provided to Customer pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C.
Section 5318:
OPENING A NEW ACCOUNT. To help the government fight the
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funding of terrorism and money laundering activities, Federal law requires
all financial institutions to obtain, verify, and record information that
identifies each person or entity that opens an account, including any deposit
account, treasury management account, loan, other extension of credit, or
other financial services product. What this means for Plan Sponsor: When
Plan Sponsor opens an Automatic Rollover IRA account for a Plan
participant, the Custodian will ask for such participant’s name, taxpayer
identification number, residential address, date of birth, and other
information that will allow the Custodian to identify the participant. The
Custodian may also ask, if the participant is an individual, to see or review a
copy of their driver’s license or other identifying documents.
Section 22. Severability of Provisions. Should any provision of this
Agreement be held invalid or illegal for any reason, such illegality or invalidity shall not
affect the remaining provisions of this Agreement, but shall be fully severable, and the
Agreement shall be construed and enforced as if such illegal or invalid provision had
never been inserted herein.
Section 23. Word Usage. Whenever appropriate, words used in this
Agreement in the singular may mean the plural, the plural may mean the singular, and the
masculine may mean the feminine. The words “herein, “hereof,” “hereto” and
“hereunder” shall refer to this Agreement.
Section 24. Complete Agreement. This Agreement, including the schedule of
fees attached hereto as Attachment A, embodies the entire agreement and understanding
of the Parties relating to the subject matter hereof.
Section 25. Execution in Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original and no other
counterpart need be produced. Telephonic or electronic facsimile copies of original
signatures, writings, or initials on this Agreement shall be as valid as the original
signatures, writings, or initials.
In Witness Whereof, the Parties hereto have caused this Agreement to be
executed as of the Effective Date.
[Signatures appear on the next page.]
Plan Name:
Contact Number:
Print Name:
P.O. Box 46512
Denver, Colorado 80201
Print Name:
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Attachment A: Automatic Rollover IRA Fees and Expenses
MG Trust Company, LLC Individual Account Fee Schedule
Annual Fees
Account set up* $15
IRA Custodial Fee*
-Account balance greater than $100,000
-Account balance $10,000 - $100,000
-Account balance less than $10,000
Managed Accounts $100
Check/ACH Distributions $20 each
Wires, Outgoing
$20 each
Returned Wires $25 each
Tax Form Corrections $20 each
Stop Payments $25 each
NSF Checks $25 each
Research & Special Services
One time statements
Document Review
$100 per hour
At cost
*Waived for the MAS product and past and present employees of all MG Colorado Holdings companies
RET0016 8/31/12