[LOGO] Fleet
Retirement Plan Services
ADMINISTRATIVE SERVICES AGREEMENT
for
Mohegan Retirement Plan
-----------------------
FLEET RETIREMENT PLAN SERVICES
ASA.doc July 30, 2001
TABLE OF CONTENTS
I. Appointment.................................................................................................... 1
II. PARTIES........................................................................................................ 1
A. Fleet Retirement Plan Services.............................................................................. 1
B. Employer.................................................................................................... 1
C. Plan Administrator.......................................................................................... 1
III. Document Services............................................................................................. 1
A. Roles and Responsibilities.................................................................................. 1
B. Determination Letter Filing (for Fleet Prototype Plans Only)................................................ 2
IV. Installation Services.......................................................................................... 2
V. Administrative Services......................................................................................... 3
A. Employee Education/Enrollment Services...................................................................... 3
B. Recordkeeping Services...................................................................................... 3
C. Loan Services............................................................................................... 4
D. Disbursement Services....................................................................................... 4
E. Compliance Testing and Related Services..................................................................... 4
F. Automated Services.......................................................................................... 6
G. IRS Annual Form 5500 Reporting Services..................................................................... 7
H. Proxy Services (for Plans with Employer Stock Funds)........................................................ 7
I. Brokerage Services.......................................................................................... 7
VI. additional instructions........................................................................................ 8
A. Initial Funding (not applicable, start up plan)............................................................ 8
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B. Ongoing Funding............................................................................................. 8
1. Asset Fees............................................................................................... 9
2. Administrative & Other Fees.............................................................................. 9
3. Loan Fees................................................................................................ 9
4. Distribution Fees........................................................................................ 9
D. Trust Accounting Statements................................................................................. 10
E. Signing Authority........................................................................................... 10
F. Administrative Committee Appointment........................................................................ 10
G. Authorized Signers Appointment.............................................................................. 11
H. Acknowledgment/Consent to Invest............................................................................ 12
1. Mutual Funds (Columbia and Galaxy)....................................................................... 13
2. The Fleet Easy Investment Option......................................................................... 14
3. Third-Party Funds........................................................................................ 14
a. Fidelity Advisor Funds (Class T Shares)............................................................... 14
b. INVESCO Funds......................................................................................... 14
c. The Janus Fund........................................................................................ 15
d. Neuberger Berman Funds................................................................................ 15
e. Putnam Funds (Class M Shares)......................................................................... 15
4. CIF...................................................................................................... 16
VII. terms of agreement............................................................................................ 16
A. Entire Agreement............................................................................................ 16
B. Scope of Services........................................................................................... 17
1. Limitation of Responsibilities........................................................................... 17
2. Investment Responsibility................................................................................ 17
C. Services and Expenses....................................................................................... 17
D. Supplying Information....................................................................................... 18
E. Indemnification............................................................................................. 18
F. Duration of Agreement....................................................................................... 18
G. Termination/Amendment of Agreement.......................................................................... 19
H. Plan Information............................................................................................ 19
I. Execution of Agreement/Signatures........................................................................... 19
exhibit B: AMENDMENT............................................................................................... 21
[LOGO] Fleet
I. APPOINTMENT
The Mohegan Tribe ("The Employer") hereby retains Fleet Retirement Plan Services
("Fleet RPS") to provide the administrative services set forth in this
Administrative Services Agreement ("ASA") to the Mohegan Retirement Plan ("The
Plan"). This ASA will be effective upon execution and shall remain in effect
unless amended or terminated.
II. PARTIES
A. Fleet Retirement Plan Services
Fleet RPS acts in various capacities for prototype and individually designed
Employee Benefit Plans and is responsible for performing certain services with
respect to such Plans.
B. Employer
The Employer is defined as the Plan Sponsor.
C. Plan Administrator
The Plan Administrator is defined by the Internal Revenue Service ("IRS") as the
individual or entity responsible for controlling, managing, and disposing of the
Plan assets and taking any and all action necessary to bring the Plan into
compliance with the applicable provisions of the Internal Revenue Code ("The
Code") and other relevant law. The Plan Administrator is the Employer or an
entity appointed by the Employer to serve in that capacity. Fleet RPS is not the
Plan Administrator.
III. DOCUMENT SERVICES
A. Roles and Responsibilities
Fleet RPS will provide:
[_] The Fleet Prototype Plan Document, which includes the Adoption
Agreement, Basic Plan Document and Summary Plan Description. Adoption
Agreement preparation assistance is provided by Fleet RPS for review
by the Employer's legal counsel. The Employer has selected the
following prototype document:
[_] Standardized 401(k) Profit-Sharing Plan
[_] Standardized Profit-Sharing Plan
[_] Standardized Money Purchase Pension Plan
[_] Nonstandardized 401(k) Profit-Sharing Plan
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[_] Nonstandardized Profit-Sharing Plan
[_] Nonstandardized Money Purchase Pension Plan
[X] The Employer will provide and maintain an individually designed,
volume submitter or non-Fleet prototype plan.
If the Employer adopts an individually designed, volume submitter or
non-Fleet prototype plan, the Employer is solely responsible for the
interpretation, submission, and continued qualified status of the
plan.
B. Determination Letter Filing (for Fleet Prototype Plans Only)
Fleet RPS will provide applicable forms and schedules for review by the Employer
and its legal counsel for the Nonstandardized Prototype Document or Standardized
Prototype Document where the Employer has or has had other qualified plans.
[X] The Employer will assume responsibility for submitting the Plan to the
IRS for a favorable determination letter since the Plan is not using a
Prototype document.
[_] Fleet RPS, through its prototype vendor, will submit the Plan on
behalf of the Employer to the IRS for a favorable determination
letter. The cost for this service is $500, exclusive of IRS Filing
Fees
IV. INSTALLATION SERVICES
Fleet RPS will develop a timeline that will set forth the duties and
responsibilities associated with the Plan installation. The Plan will be
installed on the Fleet RPS participant recordkeeping system for valuation on the
following basis:
[X] Daily
[_] Quarterly
[_] Semi-Annually
[_] Annually
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V. ADMINISTRATIVE SERVICES
A. Employee Education/Enrollment Services
Fleet RPS will:
[X] Provide Communication Materials
[_] Standard
[X] Custom
[X] Conduct Enrollment Meetings
[X] Initial
[X] Ongoing
[X] Conduct post-enrollment workshops (topics and schedule to be determined
by Fleet RPS and the Employer)
Fleet will provide prospectuses upon request for funds that are required to have
such documentation. General fund information is available upon request for all
investments and is provided automatically each quarter with participant
statements.
Fees for Employee Education and Enrollment Services will be charged pursuant to
the fee schedule attached as Exhibit A.
B. Recordkeeping Services
Fleet RPS will:
. Maintain participant and plan level records;
. Allocate Employer contributions based upon information provided by the
Employer;
. Post employee contribution amounts among available investment options
pursuant to participant or Employer direction, whichever is applicable;
. Transfer funds among available investment options pursuant to direction;
. Reinvest and allocate dividends among participants' accounts;
. Maintain the vested percentages of participants' account balances consistent
with the Plan's vesting provisions;
. Determine and reallocate or credit forfeitures consistent with the Plan's
provisions;
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. Process distributions, withdrawals, and other debits/credits to each
participant's account(s) based on information supplied by the Employer;
. Prepare Employer administrative reports;
. Prepare participant statements [X] quarterly [_] semi-annually [_] annually;
. Mail participant statements to [X] participants [_] the Employer; and
. Post contributions to each participant's accounts(s) on a Monthly basis.
C. Loan Services
[X] Not applicable
[_] Fleet RPS will:
. Prepare required loan documentation;
. Disburse loan proceeds;
. Credit loan payments;
. Report loan activity.
Loan repayments must be made via payroll deduction. The Employer is
responsible for establishing and administering all Loan Policies.
D. Disbursement Services
Fleet RPS will:
. Process periodic and non-periodic participant distributions;
. Withhold and remit applicable taxes as directed by law, the participant, and
the Employer;
. Prepare and file required tax forms;
. Process other Employer directed disbursements;
. Process in-kind distributions of Employer Stock (where applicable)
Fleet RPS accepts information provided by the Employer as complete and accurate
and is not accountable for service or report errors as well as any applicable
taxes, penalties, or judgments if such information is incorrect or inaccurate.
E. Compliance Testing and Related Services
[X] Fleet RPS will not provide compliance testing.
If Fleet RPS provides recordkeeping services for all qualified plans of
the Employer, Fleet RPS agrees to provide the following compliance
testing:
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[_] Section 401(k) actual deferral percentage test (including
corrective action, if any, as instructed by the Employer);
[_] Section 401 (m) actual contribution percentage test (including
corrective action, if any, as instructed by the Employer);
[_] Section 415 annual additions limitations.
In addition, if the Employer has never maintained a defined benefit plan
that covered any currently eligible employees or, alternatively, if the
Employer provides all necessary information, Fleet RPS will provide:
[_] Section 416(g) top-heavy test
If Fleet RPS will not be providing Section 416(g) compliance testing, the
Employer will be responsible for reporting the results to Fleet RPS.
For an additional fee specified in the attached Fee Schedule:
If Fleet RPS provides recordkeeping services for all qualified plans of
the Employer, Fleet RPS agrees to provide the following compliance
testing:
[_] Section 410(b) coverage testing
The eligibility of an employee for initial and ongoing Plan participation will
be determined by the Employer. Fleet RPS will only review the Employer's
determination of eligibility at the end of each Plan Year if Fleet RPS will
provide the Section 410(b) coverage testing as selected above.
Fleet RPS [_] will [X] will not calculate the annual allocation of
Employer contributions:
[_] Fleet RPS will calculate the annual allocation of the Plan
contribution based on a pro rata formula (based on the ratio of
individual Compensation to total Compensation, as described in the
Plan document).
For an additional fee specified in the attached Fee Schedule:
[_] Fleet RPS will calculate the annual allocation of the Plan
contribution based on an integrated formula, as described in the Plan
document.
[_] Fleet RPS will calculate the annual Employer matching contribution.
Fleet RPS will rely solely on the information provided by the Employer regarding
employee census and the ownership of the Employer, and will not be responsible
for any errors that result from inaccurate or incomplete information.
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The Employer will be responsible for the Plan's compliance with the following
Code Sections:
. Section 401(a)(4) general nondiscrimination;
. Section 402(g) limitation on elective deferrals;
. Section 404(a) annual deductibility;
. Section 412 minimum funding;
. Section 414(b), (c), (m), or (o) controlled or affiliated service group
determinations;
. Section 414(n) coverage of leased employees;
. Section 414(p) qualified domestic relations order determination;
. Section 414(r) separate line of business determination;
. Section 414(s) compensation definition.
. Section 410(b) coverage testing, unless otherwise indicated above
F. Automated Services
[_] Not applicable
[X] Fleet RPS agrees to provide Interactive Voice Response Unit ("IVR")
services, including scripting and issuing personal identification numbers
("PINs"). The IVR is available 24 hours / day, 7 days / week.
Transactions available through the IVR will include:
. Account balance information;
. Fund prices and performance history;
. Ability to exchange existing balances among funds;
. Loan-balance information (if applicable);
. Loan modeling (if applicable);
. Ability to request loan and withdrawal forms;
. Ability to request withdrawal of funds;
. Ability to change security code;
. Live Customer Service agent during normal business hours.
[_] Paperless Loans
[X] Automated Enrollment
[_] Ability to change salary-deferral percentage;
[X] Fleet RPS agrees to provide a Plan Sponsor Web Site (PlanHr) that can be
accessed through the Internet.
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[X] Fleet RPS agrees to provide a Participant Web Site (PlanWeb) that can
be accessed through the Internet.
For daily-valued plans, fund transactions completed on the VRU by 4:00
p.m. EST on a business day will be executed at that day's closing
price. Transactions completed after 4:00 p.m. EST or on weekends or
holidays will be executed at the close of the following business day.
However, if the plan is using an investment fund with which Fleet RPS
has no after-hours trading agreement, transactions will be executed
pursuant to the individual fund agreement. Furthermore, Fleet RPS
cannot guarantee that trades of unitized employer stock will become
effective in the conventional time frame described above. Finally,
Fleet RPS is not responsible for any fluctuation in the value of stock
occurring during the execution process.
For periodic-valued plans, fund transfers are effective as of the first
day of the next valuation period.
G. IRS Annual Form 5500 Reporting Services
[_] Fleet RPS will not prepare IRS Form 5500.
[X] Fleet RPS will prepare IRS Form 5500, related schedules (not including
Schedule B, Schedule T and an independent auditor's report), and the
Summary Annual Report.
Fleet RPS will only file a Form 5500 if it maintains custody of all
Plan assets. The Employer is responsible for reviewing, signing, and
filing the Form 5500 with the IRS, as well as reviewing same for
factual accuracy.
H. Proxy Services (for Plans with Employer Stock Funds)
[_] Fleet RPS will forward all proxies to the Plan Sponsor, who shall then
forward such proxies to participants.
[_] Fleet RPS agrees to provide the following proxy services for employer
stock funds:
[_] Provide tape of name, address, and share positions to transfer
agent or other designated agent for proxy distribution and
tabulation
[_] Provide proxy material directly to Plan participants and tabulate vote
I. Brokerage Services
Brokerage services, if available, will be provided in accordance with the
attached Brokerage Services Agreement
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VI. ADDITIONAL INSTRUCTIONS
The options selected and any instructions provided in sections VI(A-G) below
represent the Employer's election with respect to Fleet RPS' duties and
responsibilities under each section.
A. Initial Funding (not applicable, start up plan)
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[_] Deposit attached check.
[_] Federal Wire transfer to be made on _____________ from __________________
(Date) (Institution)
in the amount of _______________________.
(Amount)
[_] Receipt and re-registration of assets pursuant to an attached listing,
including:
[_] Stocks: Number of shares, CUSIPS, ticker symbols, original
purchase price and year-end market value (if assets are held at
the end of the last plan year)
[_] Bonds: Face amount, maturing date, interest rate, etc.
[_] Assets are currently invested at Fleet RPS.
For certain types of assets, Fleet RPS may require additional information.
B. Ongoing Funding
[_] Fleet RPS is authorized to debit Fleet account number (account number)
---------------
for the dollar amount provided on the file and report submitted by the
Employer's payroll vendor, (vendor name). If sufficient funding is not in
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the account, then Fleet RPS cannot process payroll information. This is
an ongoing authorization applicable on a __________ basis. It is
understood that Fleet RPS is neither responsible nor liable for any
erroneous data submitted on said file and report. Any such responsibility
or liability is and will be an issue to be resolved between
_____________________ and _____________________.
(Vendor name) (Employer)
[X] The Employer, The Mohegan Tribe, will wire (or ACH) funds for the dollar
amount provided on the file and report submitted by the Employer's
payroll vendor/department(s) (internal payroll). Until confirmation of
the wire is received, Fleet RPS cannot process payroll information. It is
understood that Fleet RPS is neither responsible nor liable for any
erroneous data submitted on said file and report. Any such responsibility
or liability is and will be an issue to be resolved between the internal
payroll department(s) and The Mohegan Tribe.
[LOGO] Fleet
C. Compensation
Fleet RPS will receive compensation for its services pursuant to the Schedule of
Fees included in Exhibit A to this ASA. Fees are to be billed and/or charged as
indicated below.
1. Asset Fees
Mutual-Fund fees are taken at the fund level. Collective Investment Fund
("CIF") fees will be charged to [_] the trust account(s) [_] the Employer.
Investment Management fees will be charged to [_] the trust account(s) [_]
the Employer [X] not applicable .
2. Administrative & Other Fees
[X] Waived
[_] Charge the trust account(s).
[_] Bill the Employer
3. Loan Fees
[X] Not Applicable
[_] Charge the trust account(s).
[_] Bill the Employer.
[_] Charge the participant account(s).
4. Distribution Fees
[_] Charge the trust account(s).
[_] Bill the Employer.
[X] Charge the participant account(s).
Bills for services or invoices of charges to the trust account(s) are to be sent
to:
Donna St. Germain
Mohegan Sun
Director of Compensation and Benefits
1 Mohegan Sun Blvd
Uncasville, CT 06382
[LOGO] Fleet
D. Trust Accounting Statements
Fleet RPS will provide:
[X] Annual Accounting
Plan-Year End: 12/31
-----
(Date
[X] Interim Cycle
[_] Monthly
[X] Quarterly
[_] Semi-Annually
Employer recipient:
Donna St. Germain Leo Chupaska
Mohegan Sun The Mohegan Tribe
Director of Compensation and Benefits Chief Financial Officer
1 Mohegan Sun Blvd 5 Crow Hill Road
Uncasville, CT 06382 PO Box 488
Uncasville, CT 06382
1 copy 1 copy
Valuation frequency must coincide with the interim cycle for periodic
recordkeeping accounts.
E. Signing Authority
Until and unless notified to the contrary, Fleet RPS is hereby authorized to
accept administrative instructions from the person(s) whose specimen
signature(s) appear(s) in section VI(F) or (G) to Fleet RPS pursuant to the
delegation of administrative duties section of the appropriate Plan document.
Authorization must be made by a member of the Administrative Committee or an
Authorized Signer as set forth in section VI(F) or (G) as described in section
VI(F) or (G).
NOTE: Every person who "handles funds or property" shall be bonded.
F. Administrative Committee Appointment
The undersigned persons are members of the Administrative Committee with all of
the powers and duties to administer and to instruct Fleet RPS regarding the
administration of the Plan pursuant to the terms of the Plan document.
[LOGO]Fleet
All instructions and requests from the Administrative Committee must be in
writing and be signed by two of the undersigned persons. Fleet RPS may rely on
the continuance of authority of each individual listed below until notified to
the contrary in writing by the Employer.
No instructions of the Administrative Committee and/or Employer shall be binding
upon Fleet RPS unless signed by two authorized individuals as evidenced by his
or her signature on record.
Printed Name(s) Signature(s)
Bill Velardo /s/ Bill Velardo
- --------------------------------------------------------- -----------------------------------------------------
Mitchell Etess /s/ Mitchell Etess
- --------------------------------------------------------- -----------------------------------------------------
Jeff Hartmann /s/ Jeff Hartmann
- --------------------------------------------------------- -----------------------------------------------------
Jeannette Ziegler /s/ Jeannette Ziegler
- --------------------------------------------------------- -----------------------------------------------------
Kevin Bogle /s/ Kevin Bogle
- --------------------------------------------------------- -----------------------------------------------------
Donna St. Germain /s/ Donna St. Germain
- --------------------------------------------------------- -----------------------------------------------------
Leo Chupaska /s/ Leo Chupaska
- --------------------------------------------------------- -----------------------------------------------------
Debra Maxeiner /s/ Debra Maxeiner
- --------------------------------------------------------- -----------------------------------------------------
_________________________________________________________ _____________________________________________________
G. Authorized Signers Appointment
The undersigned persons are Authorized Signers with all of the powers and duties
to administer the Plan pursuant to the terms of the Plan document. The
undersigned persons are also authorized to direct Fleet RPS to deposit and
transfer funds and to make distributions.
All instructions and requests from the Authorized Signers must be in writing and
be signed by one of the undersigned persons. Fleet RPS may rely on the
continuance of authority of each individual listed below until notified to the
contrary in writing by the Employer.
No instructions given by the Authorized Signers and/or Employer shall be binding
upon Fleet RPS unless signed by one authorized individual as evidenced by his or
her signature on record.
[LOGO]Fleet
Printed Name(s) Signature(s)
- --------------------------------------------------------- -----------------------------------------------------
Donna St. Germain /s/ Donna St. Germain
- --------------------------------------------------------- -----------------------------------------------------
Debra Maxeiner /s/ Debra Maxeiner
- --------------------------------------------------------- -----------------------------------------------------
Allison Smith /s/ Allison Smith
- --------------------------------------------------------- -----------------------------------------------------
Roberta Lepore /s/ Roberta Lepore
- --------------------------------------------------------- -----------------------------------------------------
_________________________________________________________ _____________________________________________________
_________________________________________________________ _____________________________________________________
H. Acknowledgment/Consent to Invest
The Employer consents to the use of the shares of the Galaxy Funds and the
Columbia Funds ("The Funds"), certain other funds distributed by registered
investment companies (Third-Party Funds"), and, if selected, the CIF (Fleet
Stable Asset Fund) as investment options for the Plan.
[LOGO]Fleet
1. Mutual Funds (Columbia and Galaxy)
[X] As a fiduciary to the Plan, the Employer acknowledges that the assets
of the Plan may be invested in one or more of the following investment
options and that the Employer has received a copy of the prospectus for
each of the following Funds as well as additional documents relating to
the Funds and the fees charged to the Plan by Fleet RPS:
[_] Galaxy Small Company Equity
[_] Galaxy Growth & Income
[_] Galaxy U.S. Treasury
[_] Galaxy Government
[_] Galaxy Money Market
[_] Galaxy Short-Term Bond
[_] Galaxy U.S. Treasury Index
[_] Galaxy Intermediate Government Income
[_] Galaxy Corporate Bond
[_] Galaxy High Quality Bond
[_] Galaxy Asset Allocation
[_] Galaxy Equity Income
[_] Galaxy Utility Index
[_] Galaxy Equity Value
[X] Galaxy Large Company Index
[X] Galaxy Equity Growth
[_] Galaxy Small Company Index
[X] Galaxy Small Cap Value
[_] Galaxy International Equity
[_] Galaxy Institutional Government
[_] Columbia Special
[_] Columbia Real Estate Equity
[_] Columbia Fixed Income Securities
[_] Columbia High Yield
[_] Columbia Common Stock
[_] Columbia Growth
[_] Columbia International Stock
[_] Columbia Small Cap
[_] Columbia Balanced
[_] Columbia Daily Income Company
[_] Columbia U.S. Government Securities
[X] The Employer understands that Fleet Investment Advisors, Inc. ("FIA"), a
Bank affiliate, advises the Galaxy Funds and receives a management fee
as disclosed in the prospectuses.
[X] The Columbia Advisor Group advises the Columbia Funds.
[X] The Employer has been advised of the fees charged to the Plan by Fleet
RPS.
[X] The Employer is independent of and unrelated to FIA and Fleet RPS.
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2. The Fleet Easy Investment Option
The Fleet Easy Investment Option is a series of managed trusts that provide
diversification by investing in a range of Galaxy Funds. Investment
professionals at FIA monitor and reallocate portfolios as necessary to ensure
that each participant's portfolio is invested consistent with the strategy of
the chosen Easy Investment Option.
[X] The Employer has received the Fleet Easy Investment Brochure and a copy of
the prospectus for each of the Galaxy Funds in which the Fleet Easy
Investment Options are invested:
[X] Conservative Income
[X] Balanced Income
[X] Balanced Growth
[X] Growth
[X] Aggressive Growth
3. Third-Party Funds
[X] The Employer has received a copy of the prospectus for each of the following
third-party funds in which the assets of the Plan are to be invested:
a. Fidelity Advisor Funds (Class T Shares)
[_] Fidelity Growth Opportunities
[_] Fidelity Equity Growth
[_] Fidelity Overseas
[_] Fidelity Balanced
[_] Fidelity Equity Income
[X] Fidelity Intermediate Bond
[_] Fidelity Government Investment
[_] Fidelity Natural Resources
b. INVESCO Funds
[X] INVESCO Equity Income (Industrial)
[_] INVESCO Small Company Growth Fund
[X] INVESCO Dynamics
[_] INVESCO Emerging Growth
[_] INVESCO Total Return
[_] INVESCO Growth
[_] INVESCO Strategic Leisure
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c. The Janus Fund
[X] The Janus Fund
d. Neuberger Berman Funds
[_] Neuberger Berman Guardian Trust
[_] Neuberger Berman Partners Trust
[_] Neuberger Berman Focus Trust
[_] Neuberger Berman Manhattan Trust
[_] Neuberger Berman Genesis Trust *
e. Putnam Funds (Class M Shares)
[_] George Putnam Fund of Boston
[_] Putnam Fund for Growth & Income
[X] Putnam International Growth
[_] Putnam Vista
[_] Putnam Voyager
[_] Putnam New Opportunity *
[_] Putnam OTC Emerging Growth
* There may be certain restrictions on the availability of this Fund.
[X] The Employer has been advised that Fleet RPS receives Section 12(b)-1
fees from the Funds for providing administrative services to the Funds.
[X] The Employer has been advised of the fees charged to the Plan by Fleet
RPS.
Employer Consent: Based upon the receipt of (1) A prospectus setting forth the
investment portfolios and describing the investment advisory and any other fees
paid by the Funds or investors therein; and (2) Notice of disclosure of any
investment advisory and other fees paid by the Employer or the Plan to Fleet RPS
or any affiliate of Fleet RPS, the Employer consents to the investment of assets
of the Plan in the Funds designated above pursuant to the instructions of Plan
participants (which shall be conveyed to Fleet RPS in such manner as the
Employer and Fleet RPS agree upon). The Employer may revoke this consent by
written notice to Fleet RPS.
The distributor or investment advisor of each of the Third-Party Funds has
entered into an agreement with Fleet National Bank, under which Fleet National
Bank will perform certain sub-account and administrative functions ("Sub-Account
Services") on a per-account basis with
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respect to shares of the Third-Party Funds held by the Plan in return for a fee.
Fleet RPS and its affiliates neither receive any other fees nor perform any
other services for the Third-Party Funds.
The Employer acknowledges and understands that:
. The Galaxy Funds are distributed by PFPC INC.
. The Columbia Funds are distributed by Provident Distributors, Inc.
. The Fidelity Advisor Funds are distributed by Fidelity Management Research
Co. +
. The Janus Fund is distributed by the Janus Group +
. The INVESCO Funds are distributed by INVESCO Funds Group, Inc. +
. The Neuberger Berman Funds are distributed by Neuberger Berman Management,
Inc. +
. The Putnam Funds are distributed by Putnam Investments, Inc. +
+ These entities are affiliated with neither Fleet Boston Financial nor Fleet
RPS.
4. CIF
[X] The Employer acknowledges that it has read the following
information regarding the Fleet Stable Asset Fund in which assets
of the Plan are to be invested. With respect to the Fleet Stable
Asset Fund, Fleet National Bank is hereby authorized to:
. Invest Plan assets in the Fleet Stable Asset Fund, which is
comprised of Guaranteed Investment Contracts ("GICs") and other
investment vehicles, whose value fluctuates due to market changes
. Subject the Fleet Stable Asset Fund to a restriction of the
twelve-month notice requirement of Plan-level withdrawals under
certain circumstances provided in the Fund instrument
. Employ FIA, an affiliate, and / or an affiliated or outside
investment advisors which FIA may hire as co-advisor to the Fund
for an aggregate fee to be paid by the Fund, which will not
exceed amounts permitted under Federal Law
VII. TERMS OF AGREEMENT
A. Entire Agreement
This ASA and attached exhibits constitute the entire Administrative Services
Agreement between the parties named herein and may be modified or amended only
by written agreement of the parties.
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B. Scope of Services
1. Limitation of Responsibilities
The performance of services on behalf of the Employer under this ASA will
not be deemed to make Fleet RPS a fiduciary to the Plan and Trust.
Except to the extent that Fleet RPS has specifically agreed to perform
certain duties under this ASA, Fleet RPS is not responsible for any matters
affecting the Plan, including, but not limited to:
. The initial or ongoing qualification of the Employer's Plan
. Participation in said Plan
. Any tax filing (excluding Forms 1099R and 945, if applicable) and any
tax liability that may be imposed on the Trustee, Plan, Plan
Administrator, participant, or beneficiary
In the event that Fleet RPS informs the Employer that the Plan fails to
pass any non-discrimination test performed by Fleet RPS, it shall be the
sole responsibility of the Employer to take all action necessary to bring
the Plan into compliance. Fleet RPS shall be under no obligation to take
any action or provide any advice regarding any corrective action.
2. Investment Responsibility
With respect to the Plan, Fleet RPS may have investment responsibility to
the extent provided in other agreements that Fleet RPS has executed
relating to the Plan (such as a trust or investment management agreement).
If there is no such agreement, then the Employer acknowledges that Fleet
RPS has no responsibility for the selection of investments under the Plan
and will not provide investment advice to any person in connection with the
selection of investment vehicles for the Plan under this ASA.
C. Services and Expenses
The Employer agrees to pay Fleet RPS service fees and expenses in such amounts
and at such times as are set forth in Exhibit A attached hereto. Changes in the
fee schedule shall be made only upon thirty (30) days written notice, subject to
the terms of Exhibit A, to the Employer/Plan Administrator before the effective
date of such change. The Employer may request that Fleet RPS perform services in
addition to the services described in this ASA. Charges for services not
specifically described herein will be as mutually agreed upon by the Employer
and Fleet RPS at the time of the request. Fleet RPS will prepare a written price
quotation for any services requested by the Employer/Plan Administrator. If
Fleet RPS consents to the performance of such additional services, then Fleet
RPS will provide the services for a fee as set forth in an addendum to this ASA
that is signed and acknowledged by the Employer and Fleet RPS.
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If any invoice is outstanding at the end of thirty (30) days, Fleet RPS reserves
the right to charge the Trust account and/or terminate this ASA.
D. Supplying Information
The Employer will supply Fleet RPS in a timely manner with copies of the
current, executed Plan and Trust documents and all amendments, if applicable,
Custodial Agreement, and Plan data, participant information, documentation, and
instructions Fleet RPS needs from time to time to perform its duties under this
ASA. Fleet RPS will be protected in relying on any written instructions or any
oral instructions which are confirmed in writing by the Employer.
If it is necessary for Fleet RPS to perform additional services due to
incomplete, incorrect, or delayed information supplied by the Employer, the
Employer agrees to pay Fleet RPS for such additional services.
E. Indemnification
Fleet RPS' duties are expressly limited to those enumerated in this ASA. Fleet
RPS will perform the administrative duties set forth in this ASA subject to the
direction of the Employer/Plan Administrator. Nothing in this ASA will be deemed
to impose upon Fleet RPS a duty to exercise its own discretion in the
administration, control, management, or disposition of the Plan or of any Plan
assets. Fleet RPS is under no duty to investigate or question any directions
supplied by the Employer/Plan Administrator or Agent thereof.
In the event of any claim brought or asserted by or on behalf of any third party
against Fleet RPS in connection with Fleet RRS' performance of its duties under
this ASA, the Employer shall indemnify and hold Fleet RPS harmless against all
losses, claims, damages, liabilities, and expenses, including reasonable
attorneys' fees, which Fleet RPS may incur or which may be asserted against
Fleet RPS, unless such claims are a result of the negligence, willful
misconduct, or failure of Fleet RPS to perform its duties hereunder.
In the event that such a third party claim is asserted against Fleet RPS, Fleet
RPS shall promptly notify the Employer of the claim. Absent notice by Fleet RPS
to the Employer within a reasonable period of time, the Employer shall have no
indemnification obligation hereunder. Upon receipt of notice of the third party
claim, the Employer shall have the option at its own expense to defend Fleet RPS
against the claim rather than to indemnify Fleet RPS for its attorneys' fees.
F. Duration of Agreement
This ASA will continue in effect and will be automatically renewed from year to
year unless terminated as herein provided.
[LOGO] Fleet
G. Termination/Amendment of Agreement
Upon ninety (90) days written notice, this ASA may be terminated by either of
the parties named hereunder. This ASA may be modified or amended from time to
time by written agreement of the parties.
H. Plan Information
Plan Name: Mohegan Retirement Plan
Employer: The Mohegan Tribe
Plan Contact: Donna St. Germain Plan Administrator: Kevin Bogle
- ------------------------------------------------------------ -------------------
Employer's Address Plan Administrator's Address
- ------------------ ----------------------------
The Mohegan Tribe Mohegan Tribal Gaming Authority
5 Crow Hill Road Vice President of Human Resources
P.O. Box 488 Mohegan Sun Boulevard
Uncasville, CT 06382 Uncasville, CT 06382
- -------------------------------------------------------------------------------
Employer ID # : 06-1259539 Plan ID #: 002
Plan Year: January 1 to December 31
Effective Date of Plan: 7/2/001
Effective Date of Most Recent Amendment: N/A
I. Execution of Agreement/Signatures
On behalf of the Mohegan Retirement Plan, the undersigned, authorized
Plan representative accepts this ASA and agrees to the terms therein.
Signed this 25th day of July, 2001.
Vice President,
By: /s/ Kevin Bogle Human Resources
_____________________________________________ ________________________
(Employer/Plan Administrator) (Title)
Director,
By: /s/ Donna St. Germain Compensation and Benefits
_____________________________________________ ________________________
(Employer/Plan Administrator) (Title)
[LOGO] Fleet
This ASA is not effective until and unless properly counter-signed by an
authorized employee of Fleet RPS.
Agreed and accepted by: Dorothy R. Paquette Vice President
_____________________
(Title)
/s/ Dorothy R. Paquette July 30, 2001
______________________________________________________ _______________________
(Signature) (Date)
[LOGO] Fleet Operation Addendum to the Administrative Services
Agreement
- -------------------------------------------------------------------------------
Plan Name: The Mohegan Retirement Plan
- -------------------------------------------------------------------------------
Contribution Election Default Fund:
. In the absence of written participant investment direction, Fleet will
invest the contribution into the Fleet Easy Investment Option Balanced
Income Fund.
Forfeiture Fund
. Forfeitures will automatically be transferred into the Fleet Stable Asset
Fund.
Date : July 25, 2001
________________________________________________________
Signature: /s/ Kevin Bogle
________________________________________________________
Name: Kevin Bogle
________________________________________________________
Title: Vice President, Human Resources
________________________________________________________
Date : July 25, 2001
________________________________________________________
Signature: /s/ Donna St. Germain
________________________________________________________
Name: Donna St. Germain
________________________________________________________
Title: Director, Compensation and Benefits
________________________________________________________