Fill - Free fillable Rs0079 PDF form

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

Number

Address

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:

401kclientservice@paychex.com



Paychex Retirement Services

Attn: L&D Department,

1175 John Street,

West Henrietta, NY 14586

 Attn: Loans and Distributions

585-389-7219

RS0079 03/19

Request for Involuntary Distribution

AUTOMATIC ROLLOVER

INDIVIDUAL RETIREMENT ACCOUNT

SERVICE AGREEMENT

PLAN-RELATED PARTIES

Plan Sponsor:

Address:

City: State:

Zip:

Phone

Number: ( ) Tax ID #:

Plan and Trust Name(s):

Plan Fiduciary (if different):

Address:

City: State:

Zip:

Phone

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”).

AGREEMENT

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

RET0016 8/31/12

RET0016 8/13/2012

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

RET0016 8/13/2012

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.

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.

that:

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

RET0016 8/13/2012

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

Sponsor;

(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

applicable;

(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

RET0016 8/13/2012

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

Distribution.

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

RET0016 8/13/2012

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

RET0016 8/13/2012

assignee agrees in writing to the obligations of the assigning Party, as set forth in this

Agreement.

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

Agreement.

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:

IMPORTANT INFORMATION ABOUT PROCEDURES FOR

OPENING A NEW ACCOUNT. To help the government fight the

RET0016 8/13/2012

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 SPONSOR

Plan Name:

Address:

Contact Number:

By:

Print Name:

Title:

MG TRUST COMPANY, LLC

P.O. Box 46512

Denver, Colorado 80201

By:

Print Name:

Title:

RET0016 8/31/12

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

$25

-Account balance less than $10,000

$50

Managed Accounts $100

Services

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

$150

At cost

*Waived for the MAS product and past and present employees of all MG Colorado Holdings companies

RET0016 8/31/12

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