OK, here is a COPY and PASTE of the entire WORD document!
403(b) PLAN VENDOR AGREEMENT
Vendor Name: The Vanguard Group, Inc.
###### Employer: Clarkston School District
Plan Name: Clarkston School District 403(b) Plan
Client #: 104665
All Employers that have entered into or enter into a Common Remitter and Compliance
Oversight Service Agreement with CPI
As indicated above, this Agreement is intended to be used as an Agreement between a Vendor and a single Employer, or as a global Agreement between a Vendor and CPI as the third party service provider to more than one Employer. If it is used as a global Agreement and both the Vendor and CPI sign the Agreement, it will not be necessary for each individual Employer for which CPI is a third party service provider to enter into this Agreement with the Vendor. Instead, CPI has entered or will enter into a Common Remitter and Compliance Oversight Service Agreement with each Employer under which each Employer agrees to be bound by the terms of this Agreement that are applicable to the Employer, and upon signing this Agreement, the Vendor is contractually obligated to each Employer that has entered into or enters into a Common Remitter and Compliance Oversight Service Agreement with CPI as if that Employer had entered into this Agreement with the Vendor and CPI. This Agreement shall become effective as to each Employer upon the Vendor’s receipt of written proof of Employer’s having entered into a Common Remitter and Compliance Oversight Service Agreement with CPI.
This 403(b) Plan Vendor Agreement (Agreement) sets forth the agreement of the Vendor and the Employer(s) named above (referred to in this Agreement as the “Employer”, regardless of whether one or more than one) regarding the Clarkston School District 403(b) Plan(s) (referred to in this Agreement as the “Plan”, regardless of whether one or more than one) as of the date set forth below.
WHEREAS, the governing board(s) of the Employer wishes to make available to their employees annuity contracts and/or custodial accounts pursuant to the provisions of Internal Revenue Code Section 403(b) (“Code”); and
WHEREAS, the Vendor is authorized pursuant to State and Federal law to offer and has offered to provide annuity contracts and/or custodial accounts for eligible employees of the Employer.
NOW, THEREFORE, in consideration of the foregoing, the Vendor and the Employer agree that the Investment Products of the Vendor specified below will be provided for the investment of Plan assets under the following terms and conditions.
1. Qualified Investment Products. The Vendor will only provide Investment Products that consist of annuity contracts that satisfy the form requirements under Code Section 403(b)(1) and/or mutual fund custodial accounts that satisfy the form requirements under Code Section 403(b)(7). Vendor is responsible for maintaining accounting for each type of contribution that they accept . This accounting will provide for the original contribution amounts received only and will not separately account for any earnings thereon. Vendor further agrees that annuity contracts and custodial accounts will not only comply in form with all applicable law requirements, but that they will update and modify their documentation and procedures as needed to maintain qualification of their Investment Products that they offer under the Plan. Furthermore, if the Vendor is providing mutual fund custodial accounts under Code Section 403(b)(7), Vendor agrees to act as Custodian and to provide and maintain the written custodial agreement that meets the custodial account requirements for 403(b) plans under the Code. Notwithstanding the preceding sentence, Vendor may choose to be an agent for the Custodian. In the capacity as agent, Vendor agrees to be responsible for making sure a written custodial agreement, which meets the custodial account requirements for 403(b) plans under the Code, has been signed by the Custodian and the Employer or participants.
2. Investment Product Approval. Vendor has listed where to obtain information on all Investment Products offered under the Plan on Exhibit I to this Agreement. If the Vendor wishes to modify the Investment Products offered, Vendor agrees to notify the Employer in writing. Vendor agrees to provide an updated listing of the Investment Products offered under the Plan within 30 days after the implementation of the changes. The updated listing will become a part of this Agreement. The Investment Products listed on Exhibit I will be listed by the Employer in the documentation for the Plan. Vendor further agrees to notify the affected participants as required by the SEC, the Employer and CPI of any restrictions they may place on the sale of approved Investment Products, including fund mergers, the closing of investment funds to new participants or additional contributions.
3. Third Party Administrator. The Employer has retained CPI Qualified Plan Consultants, Inc. (“CPI”) as a third party administrator to provide common remitter and certain compliance oversight services for the Plan. The Employer authorizes the Vendor to work directly with CPI and to release information to CPI that they request. In addition, the Vendor agrees to work with CPI to promptly credit contributions remitted through CPI to the Vendor for the Plan, and to assist CPI as provided in this Agreement and as now or hereafter amended by mutual agreement to enable CPI to provide compliance and oversight services with respect to limit testing and other administrative services for the Plan.
4. Remittance of Contributions. Contributions will be remitted either by check or ACH, as agreed upon by both parties, to Vendor by CPI after each payroll or monthly depending on the frequency chosen by Employer in accordance with applicable regulations. Once the contributions have been processed through participant’s payroll withholding, an e-mail will be sent to the Vendor when the report is available to be accessed. Vendor will access CPI’s web site to retrieve the reports which provide the details such as participant name, identifying information, and amount per contribution type, i.e., pre-tax elective and employer contributions. Vendor will be provided with a user name and password to be able to access the CPI web site.
5. Contribution Limits and Corrective Transactions. CPI will perform the testing necessary to ensure the contribution and catch-up contribution limits under Code Sections 402(g)(1), 402(g)(7), 415© and 414(v) are not exceeded. In performing the calculation, CPI will rely on information provided by the Employer and/or the participants, if not otherwise available. If it is determined that a participant has made contributions in excess of the limits, CPI will notify the participant and Vendor of the excess contribution amount. Vendor will be responsible for calculating the gain/loss on the excess contribution amount that is required to be distributed along with the excess contribution amount. Vendor will also be responsible for making the corrective distribution of these excess contribution amounts, and shall distribute with such corrective distributions the gain/loss attributable to the excess in conformity to their practices for other 403(b) accounts. Vendor agrees to provide a monthly download of the excess contributions that are distributed and the gain/loss distributed to the CPI website by the 10th day of the following month in a format mutually agreed upon by CPI and Vendor which may include the SPARK universal file format. The Vendor will only make corrective distributions of Plan contributions upon notification from CPI of an excess contribution. If the Vendor has not received notification of an excess contribution, but receives a request for a corrective distribution of Plan contributions by a participant, Vendor agrees that such request for corrective distribution by the participant will be referred to CPI. Vendor may perform additional limit testing. However, in that event, Vendor agrees to notify CPI prior to making any corrective distribution arising from that testing and to request approval from CPI to make the corrective distribution. As with all distributions, Vendor will be responsible for any required tax withholding and reporting on corrective distributions.
The Vendor further agrees to return contributions to CPI or Employer that CPI or Employer represent to be made in error as a return of contribution and not as a redemption or distribution. Vendor will provide notice to CPI if any of the returned contributions were made by redemption and the gains/loss on the redemption attributable to the returned contribution. In addition, if Vendor has knowledge of contributions made in error, Vendor agrees to notify CPI to obtain instructions for handling.
6. Transfers. Transfers can only occur among vendors approved by the Employer. Participant requests for transfers between approved Investment Products offered by Vendor are the responsibility of Vendor and should be completed by Vendor without approval of CPI. All other participant requests for transfers to or from approved Investment Products offered by other approved vendors must be initiated with and be approved by CPI on a Vendor approved form or in another manner deemed acceptable by both parties. Vendor agrees to provide a monthly download of participant transfer information to the CPI web site by the 10th day of the following month in a format mutually agreed upon by CPI and Vendor which may include the SPARK universal file format. In addition, CPI will be responsible for reviewing and approving all participant requests for transfers between approved vendors out of or into the Plan. Vendor agrees to not process any transfer requests without receipt of a voucher that provides approval from CPI. Any requests for transfer received by Vendor from a Plan participant is required to be approved by CPI. If the Vendor receives a transfer request without an approved voucher, the Vendor is responsible for referring the participant to CPI. If the Plan so allows such transfers, transfer of assets from the Plan to a qualified governmental defined benefit plan to purchase permissive service credit will not be processed without receipt of a voucher that provides approval from CPI.
7. Hardship Withdrawals. If the Plan allows for hardship withdrawals, Vendor has the option to allow or disallow hardship withdrawals. If Vendor allows for hardship withdrawals, Vendor agrees that the events for making hardship withdrawals under the Plan and the restrictions on the amount of the distributions are determined by the “safe harbor” provisions as applicable to 403(b) Plans under the Code. Vendor further agrees to not process any hardship withdrawal requests without receipt of a voucher that provides approval from CPI on a Vendor approved form or in another manner deemed acceptable by both parties. Any requests for hardship withdrawals received by Vendor from a Plan participant is required to be approved by CPI and Vendor is responsible for referring the participant to CPI. To enable CPI to determine that the hardship provisions of the Plan, including deferral suspension for six months are followed, Vendor agrees to provide a monthly download of hardship withdrawal information including the life to date contribution information as readily available on the Vendor’s systems to the CPI web site by the 10th day of the following month in a format mutually agreed upon by CPI and Vendor which may include the SPARK universal file format. Upon receipt of download information that indicates a hardship withdrawal has occurred, CPI will notify the Employer to suspend deferrals for the required period. Vendor will be responsible for all tax compliance on the hardship withdrawals, including the provision of required tax forms and notices such as withholding and submission of mandatory federal taxes and the generation and submission of all information returns and other reports required by the Code and regulations thereunder, relating to such withdrawals.
8. Other Distributions. Vendor agrees to limit distributions to those events described in Code Sections 403(b)(11) or 403(b)(7) as applicable and as set forth in the Vendor’s annuity contract or custodial account. Vendor agrees to be responsible for notifying participants of the minimum distribution requirements under Code Sections 403(b)(10) and 401(a)(9). Upon request, required minimum distributions will be calculated by the Vendor in a manner consistent with the methodology set forth under the Code and underlying regulations. The Vendor will be responsible for all tax compliance on the distributions, including the provision of required tax forms and notices such as the 402(f) notice, withholding and submission of mandatory federal taxes and the generation and submission of all information returns and other reports required by the Code and regulations thereunder, relating to such benefit payments and withdrawals. With the exception of RMD distributions, all other benefit payments and withdrawals will be made only upon receipt of all necessary written participant applications on a Vendor approved form or in another manner deemed acceptable by both parties and a voucher from CPI approving the distribution, if applicable. CPI approval is required for ERISA plans. CPI approval will not be required for non-ERISA plans unless the participant is under age 59.5 and the distribution is due to (a) Plan termination, (b) being a qualified reservist, © severance from employment, or (d) total permanent disability.
9. Qualified Domestic Relations Orders (QDROs). A distribution from a 403(b) plan made pursuant to a Qualified Domestic Relations Order is required to follow the applicable requirements as set forth in Code Section 414(p). CPI is responsible for obtaining the appropriate documentation to determine that a Domestic Relations Order is qualified and meets the requirements of 414(p). Prior to making a distribution to the Alternate Payee, Vendor must receive a voucher that provides approval from CPI. Any requests for QDRO distributions received by Vendor from a Plan participant is required to be approved by CPI and Vendor is responsible for referring the participant to CPI. Vendor is responsible for the segregation of the account and the establishment of a separate account for the Alternate Payee. The Vendor will be responsible for all tax compliance on the distributions, including the provision of required tax forms and notices such as the 402(f) notice, withholding and submission of mandatory federal taxes and the generation and submission of all information returns and other reports required by the Code and regulations thereunder, relating to such benefit payments and withdrawals. All benefit payments and withdrawals will be made only upon receipt of all necessary written Alternate Payee applications on a Vendor approved form or in another manner deemed acceptable by both parties.
10. Other Cooperation. Vendor agrees to provide other assistance to the Employer and CPI for the proper administration of the Plan, including, upon reasonable request, any transactions completed without the authorization requirement by this Agreement and periodic confirmation of Plan participant data requested by CPI. Vendor also agrees to cooperate in the correction of any defects in the Plan under IRS guidance regarding correction and self-correction of applicable defects to the extent those defects relate to annuity contracts or custodial accounts issued by the Vendor. In the event that the Vendor identifies any operational defects in the ordinary course of business, the Employer hereby authorizes the Vendor to correct any such operational defects in the Plan in a manner consistent with applicable guidance. Vendor will also provide any needed assistance in fulfilling additional requirements imposed on 403(b) plans by Code Section 403(b) and by the IRS in additional and revised regulations and other authority under Code Section 403(b).
Employer agrees to share information with Vendor as required by the 403(b) regulations for tax reporting and compliance purposes.
11. Failure to Provide Information as Required. Vendor acknowledges that failure to provide the information as required by this Agreement will be a breach of this Agreement and grounds for removal of Vendor and their Investment Products as approved for remittance of contributions under the Plan.
12. Solicitation. Vendor agrees that they will, upon reasonable advance notice, comply with all pertinent and reasonable written directives of the Employer regarding the solicitation of employees to the extent that compliance is not inconsistent with any law.
13. Hold Harmless Agreement and Indemnity. Vendor will be responsible for the prompt and complete performance of the services it has agreed to provide under this Agreement, as set forth above. In addition, the Vendor shall indemnify and hold harmless the Employer, any member of the governing board, its employees, and CPI from every claim, demand or suit which may directly arise out of or be made due to the negligence of the Vendor or failure of the Vendor to meet the requirements of this Agreement. However, this indemnification shall not cover any claim, demand, or suit based on erroneous information provided by the Employer, a Plan participant or CPI or their willful misconduct or negligence. The Vendor, at its own expense and risk, shall defend, or at its option settle, any court proceeding that may be brought against the Employer, members of the governing board, its employees and CPI based on any claim, demand or suits to the extent covered by this indemnification. Any settlement or judgment rendered against the Employer, any member of the governing board, its employees, or CPI covered by this indemnification shall be satisfied by the Vendor, provided that the Employer or CPI promptly notifies the Vendor, in writing, within thirty (30) days of receipt of such claim or demand.
The Vendor shall not be responsible for the negligence or intentional failure of CPI or other vendors to perform services for the Plan in conformity to the Plan document, Code Section 403(b), this Agreement or any other requirement of law. Vendor is also not responsible for the accuracy and completeness of the participant and payroll data provided by the Employer or any third party provider. Nothing herein will prevent the assertion of any claim directly against any third party by the Vendor, CPI or the Employer.
Vendor shall maintain errors and omissions insurance. Vendor shall also maintain general corporate liability and fidelity coverage and provide proof thereof to the Employer upon request. All insurance coverage shall be maintained while this Agreement is in effect. Vendor shall notify the Employer in writing within thirty (30) days of a termination of such coverage which occurs while this Agreement is in effect, where the coverage is not replaced by similar coverage.
14. Termination. This Agreement shall continue until terminated. Either party shall have the right to terminate this Agreement by giving the other party at least sixty (60) days written notice of termination. In addition, the Employer may terminate this Agreement if the Vendor is in material breach of any provision of this Agreement, unless such breach has been cured within thirty (30) days following written notice of such breach. The written notice shall specify the material breach of the Agreement and if such breach is not cured, the Agreement shall automatically terminate at the end of the notice period.
Upon termination, the liability of the parties for the further performance of the terms of this Agreement shall cease, but the parties shall not be relieved of the duty to perform their obligations up to the date of termination. The provisions of Sections 1, 2, 5, 6, 7, 8, 9, 10, 12, 13, and 14 shall survive termination of this Agreement. Vendor shall continue to conform to the requirements of Code Section 403(b) in the administration of all Plan assets subject to their control.
15. Records and Audit. Subject to applicable privacy regulations, Vendor agrees to make Plan-related reports available during regular business hours to the Employer as reasonably requested to verify transactions and to assist the Employer in completing a Plan audit or to respond to audits and investigations of the Plan by the IRS or other regulatory authority. In addition, if Employer has engaged CPI to assist with such audit or investigation, Vendor further agrees to provide same information to CPI. All audit results are Vendor confidential information and remain the property of Vendor unless to remain so would violate applicable law.
16. Notices. Any and all notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) mailed by United States registered or certified mail, return receipt required, (b) mailed by overnight express mail, © sent by facsimile or telecopy machine, followed by confirmation mailed by first-class mail or overnight express mail, or (d) delivered in person to the parties at the following addresses:
If to Vendor, to:
Attn: Jonathan Herbst – Mailport G25
100 Vanguard Blvd.
Malvern, PA, 19355
If to Employer, to:
Any party may change the names or addresses where notice is to be given by providing notice to the other parties of such change in accordance with this paragraph.
17. Governing Law. This Agreement, its interpretation, construction and enforcement, shall be governed by the laws of the Commonwealth of Pennsylvania. The situs of this Agreement shall be Chester County, Pennsylvania.
18. Counterparts, Severability. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law or if determined by a court of competent jurisdiction to be unenforceable, such provision shall be fully severable, and this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.
19. Assignment, Successors and Assigns. This Agreement shall not be assigned by the parties hereto without the prior written approval of all parties. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto.
20. Expenses. Except as explicitly provided to the contrary herein, each party shall be solely responsible for all expenses they incur in connection with this Agreement or in consummating the transactions contemplated hereby or performing the obligations imposed hereby, including without limitation, the cost of their attorneys, accountants and other professional advisors. Nothwithstanding the forgoing, Vendor shall be entitled to reasonable compensation for its services with respect to the maintenance and administration of the participant accounts as set forth in any fee schedule delivered to the Participant. Vendor may change its fees at any time upon notice to participants. Any fees shall be collected from the assets of the participant accounts.
21. Supersedes. The Agreement in conjunction with the custodial account document and the plan authorization form supersedes and replaces any and all prior written and oral agreements of the Vendor and the Employer regarding the purchase of annuities and/or custodial accounts by the Employer for their employees.
22. Amendment and Waiver. This Agreement may be amended, and the observance of any term hereof may be waived, with (and only with) written consent of Vendor and Employer/CPI, as applicable.
23. Effective Date. The terms of this Agreement are effective at the time the Agreement is signed by the Employer/CPI, as applicable, and Vendor unless otherwise specified in this Agreement. Vendor agrees to provide a test file of the monthly downloads required by the Agreement no later than 30 days from the date of this Agreement.
24. Confidentiality. The Employer/CPI, as applicable, hereby represents that the Employer and CPI have entered into an agreement for services whereby (i) CPI agrees to maintain the privacy and confidentiality of any participant information provided either directly or indirectly by the Vendor in connection with this Agreement; and (ii) CPI shall not share any such participant information with any outside or affiliated employer, participant, or vendor, nor use such information for any purpose other than for the regulatory compliance or administrative purposes set forth in this Agreement. Notwithstanding the foregoing, Employer and Vendor acknowledge that CPI may share such information with the relevant Employer or other entity designated by the Employer to the extent not otherwise prohibited by law or regulation; that this paragraph shall not apply to participant information that CPI possesses or receives independently from sources other than the Vendor or its affiliates; and that the Vendor shall not be responsible for any claims or liability arising by reason of the retention, use or disclosure of such duplicative information.
Note: This signature section should only be signed if the Agreement is between the Vendor and a single Employer.
IN WITNESS WHEREOF, the parties have executed this Agreement by signature of authorized officers on the date specified below.
Employer: Clarkston School District Vendor: The Vanguard Group, Inc.
Title: Title: Principal
Note: This signature section should only be signed if the Agreement is between the Vendor and CPI on behalf of more than one Employer.
IN WITNESS WHEREOF, the parties have executed this Agreement by signature of authorized officers on the date specified below.
LIST OF INVESTMENT PRODUCTS
Name of Product Identifiable Designation
Up-to-date information on all Vanguard mutual funds is available at www.vanguard.com.
LIST OF AGENTS/REPRESENTATIVES
Name of Agent or Representative Agent/Representative Number
Vanguard Investor and Client Information 877-662-7447