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OneAmerica/HR/New Business Agreement F_XL-t ai4- A Non-Registered (401/457) NEW BUSINESS AGREEMENT Full Plan Support/Institutional/OS-025/Takeover:Yes/SP - American United Life Insl,vance Company® Contract Number: P. O. Box 368 Indianapolis, Indiana 46206-0368 Contract Effective Date: I 517 OneSolution 641 D Special Pricing This form is for governmental employers only. It must be completed and accepted by AUL's Home Office before a group annuity contract will be issued. AUL Retirement Services Representative's Name: Matthew E. Shanks 01101.4‘ 4 11c General Information act% Contractholder CITY OF CARMEL Employer's Identification Number h r(EIN): ! I Business Code: Executive Contact Name: �J 1 H. a lM V Phone#: 7174•71-21.7 I Fax#: 31Z 87I-409 Cr Address:OhnA Trust EIN: v�c SgUaTP (demo 9 1'N Cr 03� 11 E-mail: Oatna) C nJiMpt •rn .3 0 v Fiscal Year End: l2-131 Title: p R,°s01,frce s Administrative Contact Name: SUP WO('l4 q'.q Phone#: 3I7-St -Shiro Fax#: 317-171-.19.6 Address: O,npC;vccn vast, (ante/ =N 9t031. E-mail: Suv0IT94U-90 <�,nr�AI.n .5o�/ Title: 1.M.plotep QP44J Adm;A:14JYti1-0.1 Primary Producer Information Primary Producer Name: Peter Emigh Primary B/D: New England Financial Address: 3(0 10 Li0ir (TO JJ,r. Paw Wa� t suit. 20 0 E-mail Address: ?Pd`^15r"` .f'rv�conct0.�Ps. to'" - ,T�e 21.,.°I sL ,�N T�ay'o Phone: 317-5'714 -XI o Fax#: 312 -S'73-S113 Prior Recordkeeper Information Prior Recordkeeper: Contact: Address: E-mail Address: Phone#: Fax#: Prior Investment Manager Prior Investment Manager: Contact: Address: E-mail Address: Phone#: Fax#: Multi-Plan Information Are you now maintaining or have you ever maintained any other qualified plan? ❑ Yes [ No If yes, provide the information (below)for each of the plan(s)you are maintaining or have maintained. Plan Name: Has it been terminated? ❑ Yes NC No If yes, Date: Plan Type: Plan Form (prototype or individually designed): Plan Number: Has the plan received an IRS determination letter? ❑ Yes EN No Is an application for a determination letter pending with the IRS? ❑ Yes Al No Affiliated Service Group/Controlled Group Information If AUL will be providing plan testing as provided under the Full Plan Support level of plan administration service,then the plan sponsor must provide the following information: Do you use leased employees, Internal Revenue Code(IRC)§414(n)? ❑ Yes k No Does the client apply separate lines of business rules for any reason(IRC)§414(r)? ❑ Yes No Are you a member of a controlled Group? ❑ Yes No Are you a member of an affiliated service group pursuant to(IRC)§414(m)? ❑ Yes vi No If you currently have a pension or profit sharing plan in effect, have you received a favorable determination letter for this plan that explicitly covers(IRC)§414(m)? ❑ Yes No If you are a member of a controlled or an affiliated service group,please provide the information requested below, If you do not know the answer to any of these questions,you should consult your tax consultant or legal advisor. Under(IRC)§414(b)and(c), employers with a sufficient degree of common ownership will be treated as a single employer for purposes of plan qualification, deductions, participation,vesting, and limitations of plan contributions and benefits. The following constitute all members of the[controlled/affiliated service]group: The relationship of the members of the[controlled/affiliated service]group to the plan sponsor is as follows: Listed below are the names and types of plans maintained by any member of the[controlled 1 affiliated service]group and which member maintains the plan: The following plans are common to all members of the[controlled/affiliated service]group: • Investment Option Selection NOTE: See your AUL representative for any limitations. Please refer to your Services Agreement and Fee Disclosure to select your investments. PLAN-LEVEL DEFAULT INVESTMENT OPTIONS: The plan-level default option is the investment option into which we will allocate participant contributions when we are missing the participant's investment option direction. Select only one of the plan-level default investment options below: ❑ 100%AUL Fixed Interest Account(12)-not QDIA-compliant ❑ 100%AUL Stable Value Account(19)-not QDIA-compliant ❑ 100%OneAmerica Money Market(A4)-not QDIA-compliant ❑ 100%American Century Strategic Allocation Moderate(MB)-QDIA-compliant ❑ 100%Alger American Balanced (R2)-QDIA-compliant ❑ 100% Fidelity VIP Asset Manager(E6)-QDIA-compliant ❑ 100% Russell Lifepoints Balanced(PS)-QDIA-compliant ❑ 100%OneAmerica Asset Director(A3)-QDIA-compliant ❑ 100% Blackrock Global Allocation (BE)-QDIA-compliant ❑ 100% Fidelity Advisor Freedom Target Date(F1 Series)-QDIA-compliant ❑ 100% Russell Lifepoints Target Date(R1 Series)-QDIA-compliant ❑ 100%AllianceBernstein Retirement Strategies Target Date(Al Series)-QDIA-compliant ❑ 100%American Century LIVESTRONG Target Date(L1 Series)-QDIA-compliant ❑ 100%T. Rowe Price Retirement Target Date(T1 Series)-ODIA-compliant QUALIFIED DEFAULT INVESTMENT ALTERNATIVE:As Plan Sponsor,you may elect a plan-level default investment option that is a"Qualified Default Investment Alternative"(QDIA)as defined under applicable law and regulations. If certain conditions are satisfied, plan fiduciaries can rely on safe harbor relief from fiduciary liability related to investment outcomes experienced in connection with contributions defaulted into the default investment option for those participants who failed to provide investment direction. However, fiduciaries are not relieved of their obligation to prudently select and monitor the default investment option, or from any liability that results from failure to do so.The investment options directly above have all been reviewed by the related fund company and determined by it to meet the definition of a QDIA under applicable law,except for the Fixed Interest Account and the Money Market Fund and the Stable Value Account. If you intend for the plan-level default investment option you have chosen above for your plan to be QDIA-compliant, please mark the box below. ❑ I intend for my plan-level default investment option to be a Qualified Default Investment Alternative.As a non-ERISA plan, I understand that ERISA Title I requirements do not apply and that an annual notice is not required. INCOMPLETE PARTICIPANT ACCOUNT INFORMATION: If AUL has all the information necessary to establish a participant account,but has not received investment direction for the account, any contributions received on behalf of that participant will be deposited into the Default Option.Any money allocated to the Default Option will remain there until the participant transfers monies out of the Default Option. REVENUE SHARING STATEMENT:AUL receives revenue from the investment management companies that provide the underlying investments.This revenue can be in the form of 12-b(1)fees, Sub T-A Fees, Shareholder Service Fees or other types of fees.This revenue offsets AUL's expenses related to the services it provides under and in connection with the group annuity contract(s)that serve as the funding vehicle(s)for a retirement plan.A full description of this revenue is found in your Services Agreement and Fee Disclosure Exhibit B. AUL FIXED INTEREST ACCOUNT(FIA)TRANSFER RESTRICTIONS: If the AUL FIA is selected,there will be a transfer restriction that applies to FIA transfers depending on whether the competing investment option is an available investment option for participantaccounts. Please refer to your Services Agreement and Fee Disclosure for competing investment options. If you-- 1. select the competing investment option,then the following transfer rules will apply— For participants who have$2,500 or more in the FIA at the beginning of the contract year, up to 20%of that amount may be transferred during that contract year. For participants who have less than$2,500 in the FIA at the beginning of the contract year, any amount may be transferred from the FIA for that participant during that contract year. 2. do NOT select the competing investment option,then the following transfer rules will apply-- One-hundred percent(100%)may be transferred from the FIA at any time. However, once a transfer has been made from the FIA for a participant,transfers back into the FIA are allowed only after 90 days have elapsed since the last transfer from the FIA for that participant. COMMON,COLLECTIVE,COMMINGLED OR GROUP TRUST USE CERTIFICATION In order to select the SSgA S&P 500 Flagship Fund, SSgA MSCI EAFE Index Strategy fund, SSgA Russell®2000 Index Strategy fund, or SSgA S&P®MidCap 400 Index Strategy fund as an available investment option for plan participants through the applied for AUL group annuity contract,the employer/plan sponsor(or contractholder)must make the certification below. By signing this New Business Agreement, the employer/plan sponsor(or contractholder)does so make the certification. I certify that the plan and trust(for which this applied for group annuity contract is to serve as a funding vehicle)may invest its trust assets in a group annuity contract issued by an insurance company, any part of the assets of which can be invested in any common, collective, commingled or group trust fund that is maintained solely for the collective investment of funds of tax- qualified pension or profit sharing plans, individual retirement accounts, and/or funds of or for certain governmental retirement plans,which common, collective, commingled or group trust fund is exempt from federal taxation under Internal Revenue Code Section 501(a). Asset Transfer Options (Indicate your choice by placing an 'x'next to the option selected.) Will all assets be transferred to AUL prior to plan year end? © Yes ❑ No ❑ A.Mapping to Like (similar)Options:Transferred assets will be immediately invested as directed at a plan level as directed below. If no investment direction is given for forfeitures,forfeitures will be invested in the Fixed Interest Account or the Stable Value Account. Once complete plan financial records are received and reconciled to participant balances as reported,the assets will be allocated to participant accounts with any associated gains/losses as directed below.Select the AUL Investment options that best mirror the existing investments in the prior plan.This option keeps the plan assets invested in the market during the transition and reconciliation process. If the above option is chosen, the participants will have access to their takeover assets at the end of the transition process. It will be the participant's responsibility to re-direct their existing balances using the transfer option via Account Services or the OneAmerica TeleServe®system. Participants who do not take this action will remain invested as described above. ❑ B.Transfer to Future Investment Elections:Transferred assets will be immediately invested into the below selected fund at a plan level. Once complete plan financial records are received and reconciled to participant balances,the transferred assets will be allocated into participant accounts with any gain/loss into their current future investment elections on record on the day the allocation occurs. If there are no participant investment elections on file at AUL on the day the allocation occurs,then transferred assets will be allocated to the plan's default investment. Forfeitures will be invested in the Fixed Interest Account or the Stable Value Account.The Plan Sponsor elects for transferred assets to be invested in the option selected below. ❑ 100%AUL Fixed Interest Account(12) ❑ 100%AUL Stable Value Account(19) ❑ 100%OneAmerica Money Market(A4) ❑ 100%American Century Strategic Allocation Moderate(MB) ❑ 100%Alger American Balanced(R2) ❑ 100% Fidelity VIP Asset Manager(E6) ❑ 100% Russell Lifepoints Balanced (PS) For any Asset Transfer Option selected above,the transition time period is contingent upon the timing and completeness of the information received from the prior recordkeeper. We guarantee that once assets and financial records have transferred to OneAmerica in good order from your prior provider,we will complete the reconciliation and deposit plan assets into participant accounts within forty-eight hours of receipt. Should any error be the result of our doing,we commit to be responsible for the corrective action,making the plan or participant whole. If the reason for any error and/or delay is accountable to the participant,the plan sponsor,or discovered as a result of prior administrative efforts before the plan was with OneAmerica,we would provide services to assist in any correction, however, any cost to make the plan whole would not be AUL's responsibility. Instructions: If you have chosen "A"above, list(in the table below)the plan's existing investment options in the left-hand column, titled"Existing Investments."Only one investment option may be listed per row in the table. Next,in the right-hand column, titled "Mapping AUL Investments,"list the receiving AUL investment option on the same row with the existing investment from which the money will be transferred. Be sure to include the two-digit investment ID immediately after the name of the AUL investment option. You may transfer monies from more than one existing investment option into a given AUL investment; however,you may not divide the monies of one existing investment into two or more AUL investments. Existing Investments Mapping AUL Investments *****NOTICE***** Access to transferred assets is available once the assets have been allocated to participant accounts. For AUL to provide plan document services,you must provide the following: •Basic Plan Document. •Adoption Agreement. •Subsequent Amendments. •Summary Plan Description. •Trust Agreement, if separate from Basic Plan Document. Electronic Loan Access Agreement l``\ The plan sponsor adopting the Internet-IVR Loan Access Program must maintain a plan that allows for participant loans and must maintain loan procedures that govern loan distributions. ❑ Select this option if you allow loans for any reason. This option allows participants to initiate loans from their retirement accounts via OneAmerica TeleServe®system,AUL's interactive voice response system and/or via Account Services,AUL's Internet Web site for participants. ❑ Select this option if you allow loans for Safe Harbor reasons only or if you want to assume the responsibility for initiating loans through eSponsor on behalf of participants. This option allows the Plan Sponsor or the Plan Sponsor's designated representative to initiate loans for the participant from their retirement account via eSponsor,AUL's Internet Web site for Plan Sponsors. DEFAULT LOAN REPAYMENT FREQUENCY(choose only one) The selection of one of the options below should match with your plan's primary payroll schedule. ❑ Weekly ❑ Bi-Weekly ❑ Semi-Monthly ❑ Monthly ❑ Quarterly ALTERNATE LOAN REPAYMENT FREQUENCY(choose all that apply) The selections below are indicative of alternative payroll schedules.This section can be left blank. ❑ Weekly ❑ Bi-Weekly ❑ Semi-Monthly ❑ Monthly ❑ Quarterly LOAN INTEREST RATE: %(Enter an actual interest rate.) This will be the initial interest rate used for plan loans. This rate is updated by the Plan Sponsor through the eSponsor Web site at a frequency pre-determined by the Plan Sponsor as part of your loan procedures, that is monthly, quarterly, semi-annually or annually. Please refer to your Services Agreement and Fee Disclosure for fee information related to this service. Participant Fees Per Participant Fee A per participant fee will apply if either plan assets or the average participant account balance is fess than a specified amount. Per participant fees may be paid by the Plan Sponsor or be deducted from participant accounts on a quarterly basis. Please refer to your Services Agreement and Fee Disclosure for fee information relating to this service. ❑ Check here to have the per participant fee billed to the Plan Sponsor. Distributions A distribution fee will be applied to a participant's account in the event of a lump-sum distribution. Please refer to your Services Agreement and Fee Disclosure for fee information relating to this service. ❑ Check here if you elect to have the distribution fee billed to the Plan Sponsor. Preliminary Agreement for American United Life Insurance Company® Group Annuity Contract 1.The Contractholder hereby authorizes AUL to allocate any contribution made to the Contract before the earlier of: (A)the date AUL receives,at its Home Office, an acceptance of the Contract signed by the Contractholder or (B)the date a contribution is made to the Contract following the Contractholder's receipt of the Contract(but no earlier than 60 days after the Contract Date of Issue as it appears on the face page of the Contract), among participant accounts and investment options offered under the Contract according to the allocation instructions and investment option elections received by AUL at its Home Office from the Contractholder. However, if applicable state law requires in this situation that the Contractholder not bear the market risk in allocating these contributions among the investment options offered under the Contract,AUL shall allocate such contributions to its general asset account in lieu of any AUL separate account, notwithstanding the Contractholder's investment option elections.Such contributions shall be administered by AUL pursuant to the terms of the Contract and any accompanying amendment to the Contract, except as otherwise provided below. 2. Upon the date a contribution is made to the Contract following the Contractholder's receipt of the Contract(but no earlier than 60 days after the Contract Date of Issue),if AUL does not receive a signed acceptance of the Contract at its Home Office by that date, the Contractholder shall be deemed to have accepted the Contract and any accompanying amendment to the Contract by the making of such contribution. The Contract and any accompanying amendment shall be effective as of the effective dates shown on the Contract and amendment. 3.Any investment option elections received by AUL at its Home Office in acceptable form prior to the date the Contract is accepted or deemed accepted by the Contractholder shall remain in effect for the Contract once the Contract has been accepted or deemed accepted until such time as new investment option elections are received by AUL in acceptable form at its Home Office pursuant to the terms of the Contract. 4. If the Contract is not accepted or deemed accepted,and if the Contractholder notifies AUL at its Home Office in writing that it will not accept the Contract, the following amount shall be paid in a single sum to the Contractholder on a mutually agreed-upon date: (A)any contributions to the Contract which have been allocated to AUL's general asset account, plus interest credited thereon as determined pursuant to the Contract,which remain in AUL's general asset account as of such date of payment,plus (B)the value, as determined by AUL pursuant to the Contract as of such date of payment,of any accumulation units in any AUL separate account which were purchased with contributions to the Contract and which are held on such date of payment, minus (C)the sum of: (1)the same Withdrawal Charge(if sales compensation has been paid)that would be applied to single-sum Contract termination • payments under the Contract as of such date of payment;plus (2)any non-refundable application/installation fee and any other non-refundable initial expense(s)payment(s)submitted by the Contractholder for the Contract,plus (3)any other administrative services fees or Contract charges owed by the Contractholder to AUL as of the date of payment,plus or minus (4)the same Market Value Adjustment applicable to AUL's general asset account that would be applied to single-sum Contract termination payments under the Contract as of such date of payment. AUL shall make such payment only upon receipt at its Home Office of a proper form signed by the Contractholder and, if applicable, by the employer sponsoring the retirement plan for which the Contract is to be a funding vehicle, releasing AUL,its agents,and its employees from any and all liability arising out of such payment by AUL. Notwithstanding the above provisions of this Section 4, if the Contractholder makes a contribution to the Contract in the form of a rollover from another AUL group annuity contract(the original contract), if the new Contract is not accepted or deemed accepted, and if the Contractholder notifies AUL at its Home Office in writing that it will not accept the Contract,then the Contractholder hereby directs AUL to reinstate the original contract between the Contractholder and AUL. The amount calculated above in this Section 4(but without reduction for the Withdrawal Charge and without adjustment for the Market Value Adjustment)shall be rolled back into the original contract and into the available investment options according to the provisions of that contract, in lieu of being paid to the Contractholder. However, notwithstanding the previous sentence, amounts held in the general asset account in the original contract which were rolled into, and remain in, the general asset account in the new Contract shall be rolled back into the general asset account in the original contract,together with interest earned thereon in the new Contract, and those interest rate pockets applicable to such amounts in the original contract shall be maintained for those amounts and the interest earned thereon. 5.This Preliminary Agreement shall terminate when: (A)the signed Contract acceptance is received by AUL at its Home Office; or (B)the Contract is deemed accepted under Section 2 above; or (C) payment is made by AUL pursuant to Section 4 above. Plan Sponsor Advice Plan sponsor advice is a service offered by Mesirow Financial where Mesirow Financial is the ERISA 3(21) Fiduciary for an Elite List of investment options.The Elite List of investment options is maintained and updated by Mesirow Financial on an ongoing basis.The Plan Sponsor will be provided updates to the Elite List by Mesirow Financial through American United Life Insurance Company® (AUL) as well as a customized Investment Policy Statement. Mesirow Financial is not an affiliate of American United Life Insurance Company®(AUL)or OneAmerica Securities and is not a OneAmerica company. Select whether or not Plan Sponsor Advice is an available option: Yes 0 No • Fiduciary Acceptance Any reference to Contractholder in this Agreement should be read as Proposed Contractholder until the applied-for group annuity contract goes into effect. I,the undersigned Plan Fiduciary, have received information describing the costs that may occur in connection with buying, maintaining or terminating this contract. I have read and understand the Sales Compensation Disclosure found in the Services Agreement and Fee Disclosure and approve this tr$nsaa'r►c�tpi000n on behalf of the pla Q�.{p Ce'pa,p/�J.�&,4 r:aH 04 tip The undersigned, as Plan Administrator of the r,�r�w} (eJwP 1 S.w i a�f� Plan ("Plan"), hereby appoints American United Life Insurance Company ("AUL''), as the Plan Administrator's agent for the sole purpose of executing Plan participants' investment instructions through the OneAmerica TeleServe®system or the OneAmerica Web site at www.OneAmerica.com. It is understood that AUL will execute Plan participants'investment instructions received through the OneAmerica TeleServe®system or the OneAmerica Web site effective as of the close of business on the valuation date, as referenced in your contract, in which AUL receives the request. It is further understood that AUL has no discretion or authority to alter or decline to execute any Plan participant investment instructions received through the OneAmerica TeleServe®system or the OneAmerica Web site, unless such instructions are impossible to execute. If any such instructions are impossible to execute,AUL will so notify the participant before the instructions are accepted by OneAmerica TeleServe®system or the OneAmerica Web site.All investment instructions received and executed through the OneAmerica TeleServe®system or the OneAmerica Web site will be confirmed in writing to the Plan participant within ten business days. AUL may rely on the information provided by the funding entity(or entities)who is(are) holding plan assets listed in this document. The Contractholder, Plan Administrator, and AUL hereby agree by signing below, that they will be bound by the terms of this New Business Agreement as of the date of AUL's acceptance.This agreement shall continue in effect from the date it is accepted by AUL and from year to year thereafter, unless terminated by AUL or the Plan Administrator by written notification to the other party at least 30 days prior to the date termination is effective. Except for any annual contract administrative fee provision of the Preliminary Agreement, the terms of the Preliminary Agreement are superseded by the terms of the applied-for Contract as of the date the applied-for Contract is issued by AUL, and the Contract is accepted or is deemed accepted under the provisions of the Preliminary Agreement. The Contractholder must sign and date the Amendment which accompanies the issued Contract,and return a copy to AUL.AUL will accept non-original paper copies or faxed copies of the properly executed original New Business Agreement.The Contractholder hereby certifies that such non-original copies are true and accurate copies of the original document and that no changes deviating from the language in the copies have been made or will be made to the original. Provide the plan number of this plan (three digit number). CONTRACTHOLDER AUL RETIREMENT SERVICES SALES REPRESE AJIVE and PLAN FIDUCIARY American United Life In ranee Campanye / Signature: gat /72' Signature: r /t^ • .� Printed t me: JGtry P$ 6 r19 den D Printed Name:Matthew E.Shanks Title: 11(7) rO e P Title:Sales Date: /0 3 / 7.. Date: PLAN ADMINISTRATOR(if other than Applicant) SALES PRODU Signature: Printed Name: Printed Name.Peter Emigh Title: Title: Dale: Date: For licensing purposes, please indicate the state in which this agreement is being signed: TIAOL0.A.0. Electronic acceptance of this New Business Agreement by American United Life(AUL) Indianapolis, Indiana indicates that AUL has reviewed its contents along with all other required materials and has accepted its terms, and is equivalent to AUL's written signature. RESOLUTION NO. BPW 11-21-12-06 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY RATIFYING MAYORAL SIGNATURE ON CONTRACT WHEREAS, the executive officer of a municipality has the right and authority under Indiana law to enter into contracts on behalf of the municipal corporation; and WHEREAS, due to the exigencies of time, City of Carmel Mayor James Brainard executed certain contracts with AUL Retirement Services ("Contract"), attached and incorporated herein as Exhibit "A"; and WHEREAS, the City of Carmel Board of Public Works and Safety now desires to ratify the above actions of Mayor Brainard and to adopt the same as an act of the Board. NOW, THEREFORE, BE IT RESOLVED by the Board of Public Works and Safety of the City of Carmel, Indiana, that: 1. The foregoing Recitals are incorporated herein by this reference. 2. The actions of Mayor James Brainard in executing the Contract are hereby ratified and such actions are hereby approved and adopted by the Board as its own. Approved and adopted this ai 1 day of IAN ern bQr , 2012. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: /� James Brainard. P esidin_ Office Date: ((la' 2 Lori S. Watson 'ember Date: ' I y,'y I b— 7� J / Marvin Burke,Member Date: i— c2/ — /02 ATTEST: � �- 1 Diana Cordray, IAMC. Clerk-Tr&j rer Date: